douglas h. wigdor (ny sbn 2609469) david e. … which included direct notice (via mail, where...

Ye, et al. v. Sephora USA, Inc. 1 Declaration of Jeanne M. Christensen No. 14-cv-5237-EMC

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DOUGLAS H. WIGDOR (NY SBN 2609469) DAVID E. GOTTLIEB (NY SBN 4415568) JEANNE M. CHRISTENSEN (NY SBN 2622124) ELIZABETH J. CHEN (NY SBN 5126214) (All admitted pro hac vice) WIGDOR LLP 85 Fifth Avenue New York, NY 10003 Tel.: (212) 257-6800 Fax: (212) 257-6845 JAMIE C. COUCHE (SBN 252001) ANDERSON & POOLE, P.C. 601 California Street, Suite 1300 San Francisco, CA 94108 Telephone: (415) 956-6413 Facsimile: (415) 956-6416 Attorneys for Plaintiffs, RUIQI YE, YOLIN HAN

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

RUIQI YE and YOLIN HAN, individually and on behalf of all other similarly-situated individuals, Plaintiffs, v. SEPHORA USA, INC., Defendant.

Case No.: 3:14-cv-05237-EMC

DECLARATION OF JEANNE M. CHRISTENSEN IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT Date: May 25, 2017 Time: 1:30 p.m. Courtroom: 5, 17th Floor Judge: Hon. Edward M. Chen

I, Jeanne M. Christensen, pursuant to 28 U.S.C. § 1746, declare:

1. I am a Partner at the law firm Wigdor LLP, and together with Anderson & Poole,

P.C., represent Plaintiffs in the above-captioned action and the class herein, and as such, am

fully familiar with all the facts, circumstances, and proceedings herein.

Case 3:14-cv-05237-EMC Document 170 Filed 04/20/17 of 8


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2. I am an attorney admitted pro hac vice in the Northern District of California and

am counsel of record for Plaintiffs Ruiqi Ye and Yolin Han (“Plaintiffs” or “Named Plaintiffs”)

in this action. I am one of the lawyers that this Court appointed as Class Counsel and one of the

attorneys principally responsible for the handling of this matter.

3. I have personal knowledge of the facts set forth herein and submit this

declaration in support of Plaintiff’s Motion for Final Approval of Class Action Settlement of

this Action and entry of the Proposed Final Order and Judgment (“Judgment”).

4. The proposed settlement fairly reflects the strength of Plaintiffs’ case. While

Plaintiffs believe their claims are meritorious, Sephora remains confident that its defenses are

strong.

5. Should litigation proceed, this action is highly technical and relies on substantial

evidence stored on Sephora’s databases that would need to be obtained and then analyzed.

6. Plaintiffs would need to show that the technical data showed that there would be

no reasonable basis for Sephora’s Information Technology department to have taken the step of

deactivating all accounts, and that such deactivations were instead discriminatory. This would

involve substantial testimony from experts as well as high-level Sephora executives, which

would also entail significant motion practice.

7. While Plaintiffs are confident that they would prevail in the certification motion

and defeat a decertification motion, they also recognize the risk of loss at trial, as well as the

inherent expense and delay associated with continuing to litigate.

8. The proposed settlement reflects the strengths and weaknesses of Plaintiffs’ case

and represents a fair and reasonable outcome and the risks of engaging in further litigation

counsel in favor of approving the proposed settlement agreement.



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Factual Background

9. The factual background of this action has been detailed in numerous declarations

and memoranda of law previously submitted, including in support of Plaintiffs’ Motion for

Preliminary Approval (see Dkt. No. 146 at pp. 3-5; Dkt. No. 147 at ¶¶ 6-12) and Motion for

Attorneys’ Fees and Expenses and Service Awards to Named Plaintiffs (“Attorneys’ Fees

Motion”). See Dkt. No. 167 at pp. 4-9; Dkt. No. 168 at ¶¶ 6-18.

10. Accordingly, the factual background will not be repeated here.

Procedural Background Post-Settlement

11. On August 24, 2016, the parties reached a settlement with the assistance of The

Hon. Jacqueline S. Corley.

12. On January 26, 2017 this Court granted Plaintiffs’ Motion for Preliminary

Approval of Class Action Settlement and appointed Wigdor LLP and Anderson & Poole, P.C.

as Class Counsel for purposes of settlement. See Dkt. No. 161.

13. The Claims Administrator (“Dahl”) then implemented the Court-approved notice

program, which included direct notice (via mail, where possible, and e-mail) and other methods

of notice, and is well-designed and tailored to ensure the best notice practicable under the

circumstances.

14. Additionally, on or about February 17, 2017, Sephora posted the Notice of

Settlement on its Facebook page and Internet home page. These notices remained posted until

the end of the Claim Period, April 3, 2017.

15. On March 15, 2017, Plaintiffs filed the Attorneys’ Fees Motion. See Dkt. No

167.



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16. In connection with the Attorneys’ Fees Motion, Plaintiffs updated the Court as to

the status of claims making by class members and the number of claims forms submitted.

17. Attached hereto as Exhibit 5, is the Declaration of Kelly Kratz, from Dahl, that

details the notice dissemination process and activity during the Claim Period.

Reaction of the Class

18. Class Members had the option of submitting claims electronically via the

Settlement Website or by mail.

19. Class Members had until April 3, 2017 to submit claims, which was 45 days after

the Notice was mailed out by the Claims Administrator.

20. The Claims Administrator sent cure letters to any individuals who failed to

provide all necessary information.

21. In response to the cure letters, an additional 26 valid claims were made.

22. The Claims Administrator has verified that there are a total of 1,698 Authorized

Claimants, as of April 19, 2017.

23. The overall take rate is approximately 11%.

24. Given the number of Authorized Claimants and the rates at which they elected to

receive cash vs. Electronic Gift Cards, it is projected that each Authorized Claimant will receive

$123.86 in cash or $247.73 in Electronic Gift Card should the Court approve Class Counsel’s

fees and expenses, the Service Awards to Named Plaintiffs and the Claims Administrator’s

administrative costs.

25. Class Members will claim the entirety of the net settlement fund.



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26. Payments to Authorized Claimants will be made by mailed check or Electronic

Gift Card to the physical or e-mail address, respectively, that they provided in their Claim

Forms.

27. There were three requests to be excluded from the Settlement and one objection.

See Ex. 6; Ex. 7; Ex. 8.

28. The three requests for exclusion represent 0.02% of the total 15,054 Settlement

Class and 0.18% of the total 1,698 Authorized Claimants.

29. The one objection represents 0.007% of the total 15,054 Settlement Class and

0.06% of the total 1,698 Authorized Claimants.

30. These four individuals together represent 0.03% of the total 15,054 Settlement

Class and just 0.24% of the total 1,698 Authorized Claimants.

Objection

31. Dahl received a Claim Form for Lihan You that included the e-mail attached

hereto as Exhibit 7.

32. Of the 1,698 individuals who have thus far submitted valid claims forms, Ms.

You is the only person who objected.

33. As evident from her statement, which merely declared: “I chose to remain apart

[sic] of settlement, but I don’t believe the settlement is fair and I will object in court,” the basis

of her objection was not clear.

34. For instance, she failed to clarify whether she believed the maximum recovery

amount was insufficient, the cy pres designation was concerning, or if the fees and costs were

too high.



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35. I sent an e-mail to Ms. You to inquire if she was willing to discuss her objection

and explain her reasoning.

36. On or about April 12, 2017 at approximately 4:00 p.m. EST, Elizabeth Chen, the

associate on this case, and I spoke to Ms. You.

37. Her English was clear and understandable to us and she indicated that she

understood us as well.

38. Despite that, immediately after the call began, Ms. You told us that she preferred

that her husband, Eric Hasbrouks, be on the call in case she did not understand what was going

on.

39. Mr. Hasbrouks then joined the call.

40. I explained that that because Ms. You stated on her Claim Form that she objected

to the settlement, we were calling to better understand the basis for the objection.

41. Ms. You began stating that she thought that she deserved more money because

the discrimination was so severe and that she thought any amount she might recover was not

what the case was worth.

42. I asked her approximately how much she had spent at Sephora on average in

2013 and 2014, and she stated that that it was at most $500.00.

43. I then asked Ms. You if she had contacted any attorneys in 2014 when the events

surrounding the Sale occurred.

44. Ms. You said that she did not, because she was unaware at the time that there

was any allegation of national origin or race discrimination, and she was in the middle of her

final exams.



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45. Ms. You further stated that the first time she learned about the allegations of

discrimination and this action generally was when she received the Notice of Settlement.

46. Before Ms. You had the opportunity to speak further, Mr. Hasbrouks declared

that the monetary amount for the settlement was not sufficient because he believed that she was

discriminated against because she was Chinese, and he read somewhere that she is “entitled” to

a “statutory minimum” payment of “$250,000.00.”

47. I asked him to send me this information and he said he would but, to date, they

have not done so.

48. Finally, on April 16, 2017, Ms. You communicated with me further via e-mail

and said that while she plans to be present at the Fairness Hearing, she may be prevented if

“business” that she and her husband have that is “worth in the millions of dollars” will cause

them to be outside of the country on May 25, 2017. See Ex. 8.

49. She asked that we send her the information again about the Fairness Hearing,

which Ms. Chen and I did on April 18, 2017. See Ex. 9.

Attached Documents

50. In support of Plaintiffs’ Motion, I attach hereto the following additional

documents:

51. Exhibit 1: A Proposed Order Granting Plaintiffs’ Motion for Final Approval of

Class Action Settlement and Approval of Class Counsel’s Fees and Expenses, and Service

Awards to Named Plaintiffs (“Proposed Order”).

52. Exhibit 2: A true and accurate copy of the fully-executed Settlement Agreement

and Release (the “Settlement”) in this action.



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53. Exhibit 3: A true and accurate copy of the Complaint filed in this action on or

about November 26, 2014 (the “Complaint”).

54. Exhibit 4: A true and accurate copy of the transcript of the January 19, 2017

Preliminary Approval Hearing before the Hon. Edward M. Chen.

55. Exhibit 5: A true and accurate copy of the Declaration of Kelly Kratz Regarding

Notice of Settlement Administration Activities Completed As Of April 19, 2017 (“Kratz

Decl.”).

56. Exhibit 6: A true and accurate copy of the three Requests for Exclusion.

57. Exhibit 7: A true and accurate copy of Lihan You’s written objection.

58. Exhibit 8: A true and accurate copy of e-mail correspondence from Lihan You to

me, dated April 16, 2017.

59. Exhibit 9: A true and accurate copy of e-mail correspondence from me to Lihan

You, dated April 18, 2017.

60. I declare under penalty of perjury under the laws of the State of California that

the foregoing is true and correct.

Dated: April 20, 2017 New York, New York By:

JEANNE M. CHRISTENSEN, ESQ.


Exhibit 1

Case 3:14-cv-05237-EMC Document 170-1 Filed 04/20/17 Page 1 of 5

1 Ye, et al. v. Sephora USA, Inc. [Proposed] Order

No. 14-cv-5237-EMC

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DOUGLAS H. WIGDOR (NY SBN 2609469) DAVID E. GOTTLIEB (NY SBN 4415568) JEANNE M. CHRISTENSEN (NY SBN 2622124) ELIZABETH J. CHEN (NY SBN 5126214) (All admitted pro hac vice) WIGDOR LLP 85 Fifth Avenue New York, NY 10003 Tel.: (212) 257-6800 Fax: (212) 257-6845 JAMIE C. COUCHE (SBN 252001) ANDERSON & POOLE, P.C. 601 California Street, Suite 1300 San Francisco, CA 94108 Telephone: (415) 956-6413 Facsimile: (415) 956-6416 Attorneys for Plaintiffs, RUIQI YE, YOLIN HAN




[PROPOSED] ORDER GRANTING PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT; MOTION FOR APPROVAL OF CLASS COUNSEL’S FEES AND EXPENSES AND SERVICE AWARDS TO NAMED PLAINTIFFS; AND FOR ENTRY OF JUDGMENT AND ORDER OF DISMISSAL

This matter came before the Court on Plaintiffs’ Motion for Final Approval of Settlement and

for Entry of the Judgment and Order of Dismissal and Motion for Approval of Class Counsel’s Fees

and Expenses (the “Final Approval Motions”). Defendant agreed, for settlement purposes only, not

to oppose the Final Approval Motion.

1. Based upon the Court’s review of Plaintiffs’ Final Approval Motions, including the



No. 14-cv-5237-EMC

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Declaration of Jeanne M. Christensen, Esq. (“Christensen Decl.”), and all other papers submitted in

connection with Plaintiffs’ Final Approval Motions, as well as the discussion held between the Court

and the parties on the record at the May 25, 2017 Final Approval Hearing, the Court grants final

approval of the settlement memorialized in the Settlement Agreement, attached to the Christensen

Decl. as Exhibit 2. Capitalized terms used in this Order shall have the same meanings as set forth in

the Settlement Agreement, unless otherwise defined herein.

2. For settlement purposes, the Court certifies the following class under Fed. R. Civ. P.

23(e) (“Settlement Class”):

All Sephora customers who meet all of the following criteria: (i) had one or more Sephora “Beauty Insider” account(s) with VIB or VIB Rouge status as of November 4, 2014 that was associated with an email address from the domain @qq.com, @126.com, or @163.com; (ii) had their account(s) deactivated as a result of the computer code that Sephora implemented on or about November 6, 2014; and (iii) attempted to but were unable to make a purchase at www.sephora.com using their “Beauty Insider” account(s) at some point in November 2014.

3. The Settlement Class meets all of the requirements for class certification under Fed.

R. Civ. P. 23(a) and (b)(3).

4. Wigdor LLP and Anderson & Poole, P.C., which the Court previously appointed as

Class Counsel, satisfy the adequacy requirements of Fed. R. Civ. P. 23(a)(4).

5. The Court approves the settlement and all terms set forth in the Settlement

Agreement, and finds that the settlement is, in all respects, fair, adequate, reasonable, and binding on

all members of the Settlement Class who have not timely and properly opted out pursuant to

Paragraph 6.3 of the Settlement Agreement.

6. The Court grants Plaintiffs’ Motion for Attorneys’ Fees and Expenses to Class

Counsel and awards Class Counsel $418,560.00 in attorneys’ fees, plus $90,000.00 in costs and

expenses reasonably expended litigating and resolving the lawsuit. These amounts shall be paid



No. 14-cv-5237-EMC

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from the Settlement Amount.

7. The Court finds reasonable the Service Awards for Class Representatives Ruiqi Ye

and Yolin Han in the amounts of $5,000.00 each. These amounts shall be paid from the Settlement

Amount.

8. The Court authorizes the payment of the Claims Administration fees to Dahl

Administration LLC, estimated to be $25,663.00 as set forth in the Declaration of Kelly Kratz,

attached to the Christensen Decl. as Exhibit 5, which shall be paid from the Settlement Amount.

9. The “Effective Date” of the Agreement will be the last to occur of the following: (a)

the date of final affirmance on appeal of the Judgment; (b) the date of final dismissal of any appeal

from the Judgment or the final dismissal of any proceeding to review the Judgment; or (c) if no

appeal is filed, the expiration date of the time for the filing or noticing of any appeal from the

Court’s Judgment.

10. No later than 10 business days after the Effective Date, Defendant shall transmit the

funds necessary to the Claims Administrator to cover the total payments to be sent to Authorized

Claimants.

11. The Claims Administrator will disburse the first distribution of settlement checks to

the Authorized Claimants, Court-approved attorneys’ fees and costs, Court-approved enhancement

awards, and Court-approved Claims Administrator’s fees within 14 days after receipt of the funds

from Defendant.

12. The Claims Administrator shall provide verification to Class Counsel and Defendant’s

Counsel that it has distributed the Settlement Benefits, retain copies of all of the endorsed

Settlement Checks with releases, and provide Defendants’ Counsel with the original or copies of the

endorsed Settlement Checks (both sides) in accordance with the Settlement Agreement.



No. 14-cv-5237-EMC

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13. Upon the fulfillment of all settlement terms, the entire Litigation will be dismissed

with prejudice, and without costs, expenses or attorneys’ fees to any party except as provided in the

Settlement Agreement and this Order. All Class Members who did not opt out in accordance with

the terms of the Settlement Agreement are permanently enjoined from asserting, pursuing, and/or

seeking to reopen claims that have been released in accordance with the terms of the Settlement

Agreement.

14. The Court retains jurisdiction over the interpretation and implementation of the

Settlement Agreement.

IT IS SO ORDERED.

Date: ________ __, 2017 ______________________________ Hon. Edward M. Chen United States District Judge Northern District of California


Exhibit 2


CLASS ACTION SETTLEMENT AGREEMENT

CASE NO. 3:14-CV-05237-EMC

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

RUIQI YE and YOLIN HAN, individually and on behalf of all other similarly-situated individuals,

Plaintiff,

v.

SEPHORA USA, INC.,

Defendant.

Case No. 3:14-cv-05237-EMC

CLASS ACTION SETTLEMENT AGREEMENT


-1- CLASS ACTION SETTLEMENT AGREEMENT


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SETTLEMENT AGREEMENT

This Settlement Agreement (“Settlement Agreement”) is entered into between the

following parties: (a) plaintiffs Ruiqi Ye and Yolin Han (collectively, “Plaintiffs”), on behalf of

themselves and all Class Members as defined herein; and (b) defendant Sephora USA, Inc.

(“Defendant”). The undersigned Parties agree, subject to approval by the Court, that this

Litigation (as defined below) and all Released Claims (as defined below) are hereby fully and

finally compromised, settled, and released on the terms and conditions set forth in this

Agreement.

I. DEFINITIONS

1.1 “Administrative Expenses” means all costs, disbursements, and expenses

reasonably incurred in the implementation of this Settlement Agreement by the Claims

Administrator including, but not limited to: the cost of preparing and disseminating notice to all

Class Members informing them of the Settlement Agreement and the claims process; the cost of

reviewing claims; the cost of distributing Settlement Benefits to Authorized Claimants; and other

reasonable fees and expenses of the Claims Administrator. The cost estimate for the

Administrative Expenses at the time of the finalization of the Settlement Agreement is

approximately $20,000.

1.2 “Authorized Claimant” means a Settlement Class Member who submits a timely

and valid Claim Form to the Claims Administrator.

1.3 “Claims Administrator” means Dahl Administration LLC (“Dahl”), , as well as

other employees of Dahl and outside vendors working under Dahl’s supervision, or such other

qualified third-party retained by mutual agreement of the Parties to perform the duties of the

Claims Administrator set forth in this Agreement.

1.4 “Claim Form” means a proof of claim and release in substantially the form of

Exhibit B, attached hereto.

1.5 “Claim Period” means the period of time beginning from the date that the Class

Notice is emailed to Class Members and ending 45 days after said date (or, if the 45th day falls on

a weekend or holiday, the next business day thereafter).




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1.6 “Class Counsel” or “Plaintiffs’ Counsel” means collectively the law firms of

Wigdor LLP and Anderson & Poole, P.C.

1.7 “Class Members” and the “Class” means all Sephora customers who meet all of

the following criteria: (i) had one or more Sephora “Beauty Insider” account(s) with VIB or VIB

Rouge status as of November 4, 2014 that was associated with an email address from the domain

@qq.com, @126.com, or @163.com; (ii) had their account(s) deactivated as a result of the

computer code that Sephora implemented on or about November 6, 2014; and (iii) attempted to

but were unable to make a purchase at www.sephora.com using their “Beauty Insider” account(s)

at some point in November 2014.

1.8 “Class Notice” means the Court-approved form of notice to Class Members, which

will include language in substantially the same form as Exhibit A, attached hereto and will notify

Class Members of the preliminary approval of the Settlement Agreement, the scheduling of the

Final Approval Hearing, and the process to submit a Claim Form, among other things.

1.9 “Complaint” means the class action complaint filed in the Litigation on November

26, 2014.

1.10 “Court” means the United States District Court, Northern District of California.

1.11 “Defendant” means Sephora USA, Inc.

1.12 “Defendant’s Counsel” means, collectively, the law firms of Barack Ferrazzano

Kirschbaum & Nagelberg LLP and Orrick, Herrington & Sutcliffe LLP.

1.13 “Days” means calendar days, unless otherwise expressly stated herein, except that,

when computing any period of time prescribed or allowed by this Settlement Agreement, the day

of the act, event, or default from which the designated period of time begins to run shall not be

included.

1.14 “Effective Date” means the date on which the Court’s Final Approval Order

becomes final. For purposes of this paragraph, the Court’s Final Approval Order “becomes final”

upon the last to occur of the following: (a) the date of final affirmance on appeal of the Judgment;

(b) the date of final dismissal of any appeal from the Judgment or the final dismissal of any




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proceeding to review the Judgment; or (c) if no appeal is filed, the expiration date of the time for

the filing or noticing of any appeal from the Court’s Judgment.

1.15 “Fees and Expenses” means the attorneys’ fees and expenses incurred by Class

Counsel in the prosecution of the Litigation, sought by Class Counsel in their application to the

Court in accordance with Paragraph 5.1 of this Agreement, and approved by the Court to Class

Counsel.

1.16 “Final Approval” means that the Court has entered the Judgment and Order of

Dismissal.

1.17 “Final Approval Hearing” means a hearing held before the Court to consider Final

Approval of the Settlement as described in Paragraph 6.3.3 of this Agreement.

1.18 “Final Approval Order” and “Final Judgment” means the Court order entered after

the Final Approval Hearing that approves this Settlement Agreement and dismisses the

Litigation, substantially in the form attached hereto as Exhibit E.

1.19 “Litigation” means Lee, et al. v. Sephora USA, Inc., United States District Court,

Northern District of California, Case No. 3:14-cv-05237 EMC.

1.20 “Net Settlement Proceeds” means the Settlement Amount less Administrative

Expenses, Fees and Expenses and Service Awards, as approved by the Court,

1.21 “Parties” means Plaintiffs and Defendant, collectively.

1.22 “Party” means any one of Plaintiffs or Defendant.

1.23 “Persons” includes, without limitation, natural persons, firms, corporations,

businesses, limited liability companies, partnerships, federal, state and other governments and

their political subdivisions, agencies and instrumentalities, and all other entities.

1.24 “Plaintiffs” and “Class Representatives” means Ruiqi Ye and Yolin Han.

1.25 “Preliminary Approval” means issuance of an order, in substantially the same form

as Exhibit D hereto, that is consistent with and preliminarily approves in all material respects the

terms of the Settlement and this Agreement.

1.26 “Preliminary Approval Date” means the date the Court enters an order

preliminarily approving the Settlement.




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1.27 “Released Claims” shall have the meaning set forth in Section 7.1 of this

Agreement.

1.28 “Released Parties” means (i) Sephora USA, Inc., (ii) its respective past or present

parents, subsidiaries, divisions, affiliates (including LVMH Moet Hennessy Louis Vuitton SE and

Fresh, Inc.), associates, predecessors, successors, officers, directors, managing directors,

controlling shareholders, partners, principals, members, employers, employees, agents,

consultants, advisors, insurers and attorneys; (iii) any Person, firm, trust, corporation, officer,

director or other individual or entity in which Sephora USA, Inc. has a controlling interest; (iv)

the legal representatives, heirs, successors in interest or assigns of any of the foregoing.

1.29 “Request for Exclusion” means the document which a Class Member must

complete and timely submit to request exclusion from the Settlement Class, in the form set forth

in Exhibit C to this Agreement, pending approval by the Court.

1.30 “Service Awards” shall have the meaning set forth in Paragraph 5.6 of this

Agreement.

1.31 “Settlement Agreement” or “Settlement” means this Settlement Agreement

including the exhibits attached hereto.

1.32 “Settlement Amount” means Nine Hundred Fifty Thousand Dollars ($950,000.00)

that Sephora has agreed to pay in accordance with the Settlement Agreement. The Settlement

Amount will not be increased regardless of the rate of participation of Class Members in

connection with Settlement Benefits.

1.33 “Settlement Benefits” means the benefits provided to Settlement Class Members

as set forth in Paragraph 3.1.3 of this Agreement.

1.34 “Settlement Class” and “Settlement Class Members” mean those Class Members

who do not properly and timely submit a Request for Exclusion from the Settlement.

II. RECITALS

Background

2.1 Plaintiffs filed this Litigation on November 26, 2014. Sephora filed its Answer on

February 2, 2015. After engaging in targeted discovery and litigating discovery disputes, the




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Parties participated in private mediation before the Honorable Edward A. Infante on October 29,

2015. Plaintiffs filed a motion for class certification on July 21, 2016, and Sephora timely

opposed on August 11, 2016. Thereafter, on August 24, 2016, the parties participated in a second

mediation before the Honorable Jacqueline Corley, United States Magistrate Judge. After

substantive discussion about the claims, negotiations, and careful consideration of the merits,

risks and costs of the impending litigation, the Parties agreed to settle the Litigation.

2.2 In their Complaint, Plaintiffs, individually and on behalf of a proposed class,

allege that Sephora discriminated against them on the basis of their race and national origin when

Sephora deactivated their loyalty program accounts during the November 2014 20% off customer

rewards sale because they were associated with @qq.com, @126.com, or @163.com domains.

They further allege that the account deactivations had a discriminatory impact on customers of

actual and perceived Chinese/Asian descent. Plaintiffs sought to certify a class of all Sephora

customers who they contend were similarly situated.

2.3 Defendant has disputed and continues to dispute each of the allegations and claims

alleged by Plaintiffs in this Litigation, including, but not limited to, the allegations described

above in Paragraph 2.2. Defendant has denied and continues to deny all charges of wrongdoing

or liability arising out of any of the conduct, statements, acts, or omissions that have been alleged

or that could have been alleged in the Litigation. Defendant also disputes that Plaintiffs, the

Class, or any other members of the Class have suffered damages or harm by reason of the

conduct, statement, acts, or omission of Defendant. Defendant does not concede or agree that

class certification is proper , except for purposes of this Settlement Agreement. Neither this

Settlement Agreement, nor any document referred to or contemplated herein, nor any action taken

to carry out this Settlement Agreement, may be construed as, or used as, an admission by

Defendant of any fault, wrongdoing, or liability whatsoever, or as a concession that certification

of a class other than for purposes of this Settlement Agreement is appropriate in this or any other

case.




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Benefits of Settlement to Class Members and the Parties

2.4 Plaintiffs contend the Settlement Agreement is an extraordinary result in light of

the risks and uncertainties faced by Plaintiffs. Although Plaintiffs believe that their claims are

strong on the merits and capable of being tried on a class-wide basis, Class Counsel realizes that

the case presents significant risks, particularly given the contested factual disputes and unresolved

legal issues. For its part, Defendant disputes Plaintiffs’ allegations, but acknowledges that

continued litigation would be protracted and costly. Plaintiffs maintain that this non-reversionary

settlement makes timely and meaningful monetary recovery available to an estimated 15,000

class members. The Settlement Agreement was negotiated in good faith and at arms’ length,

following both a private mediation with the Hon. Edward J. Infante and a settlement conference

before Magistrate Judge Jaqueline Corley. Its terms are based on an agreement in principle that

the parties reached with Magistrate Judge Corley’s assistance.

2.5 Defendant, while continuing to deny all allegations of wrongdoing and to dispute

any liability with respect to the claims asserted in the Complaint, considers it desirable to resolve

the Litigation on the terms stated herein, in order to avoid further risk, expense, inconvenience,

and interference with its ongoing business operations.

III. SETTLEMENT AMOUNT AND BENEFITS

The Settlement Amount will be non-reversionary, with no portion to revert to Sephora. The

Settlement Amount will be used to satisfy (1) the claims of all Authorized Claimants, (2)

Plaintiffs’ Attorney’s Fees and Expenses subject to Court approval and pursuant to the terms

enumerated in Paragraph 5.1, (3) Service Awards to the Class Representatives subject to Court

approval and pursuant to the terms enumerated in Paragraph 5.6, and (4) Administrative

Expenses.

3.1 The Net Settlement Proceeds will be allocated as follows:

3.1.1 Each Class Member who does not submit a timely and valid Request for

Exclusion or otherwise request exclusion from the Settlement during the

Claim Period shall be a Settlement Class Member.




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3.1.2 Each Settlement Class Member will be permitted, through the process

described in Paragraph 4.4 of this Agreement, to submit a Claim Form

selecting either cash or a Sephora Electronic Gift Card (as defined below)

(collectively, the “Settlement Benefit”).

3.1.3 The amount of the Settlement Benefit an Authorized Claimant will receive

will be determined on a pro rata basis based on the total amount of the Net

Settlement Proceeds to be allocated among all Authorized Claimants and

the total number of Authorized Claimants, with each Authorized Claimant

who selected a Sephora Electronic Gift Card receiving twice what each

Authorized Claimant who selected cash will receive, and subject to a cap of

$125.00 in cash or $250.00 in a Sephora Electronic Gift Card to each

Authorized Claimant.

3.1.4 Any amount remaining in the Net Settlement Proceeds after allocation

among the Authorized Claimants at the conclusion of the Claim Period will

be collected in a cy pres fund that will be delivered to the National Asian

Pacific American Women’s Forum or another 501(c)(3) non-profit to be

agreed upon by the Parties.

3.2 Subject to the claims process described in this Settlement Agreement, Authorized

Claimants will receive either a check or a “Sephora Electronic Gift Card” (as defined below).

3.3 Any checks issued to Authorized Claimants shall remain valid and negotiable for

one hundred eighty (180) days from the date of their issuance; after this 180 day period, the

checks will no longer be valid or negotiable and may be cancelled. If cancelled, the value of

those check(s) will be distributed to the same cy pres recipient specified in Paragraph 3.1.4 above.

3.4 A “Sephora Electronic Gift Card” is an electronic credit that may be used to

purchase any item(s) offered on www.sephora.com or a “Sephora Retail Location” (as defined

below). The Sephora Electronic Gift Card can be used to pay for applicable sales tax and

shipping charges on purchases, in addition to the cost of item(s). The Sephora Electronic Gift

Card shall be freely transferable. Each Sephora Electronic Gift Card shall expire one year after




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the date on which it is first e-mailed to the recipient Authorized Claimant, and may not be used to

purchase items after the expiration date.

3.5 A “Sephora Retail Location” is any retail store operated and owned by Sephora in

the United States. For the avoidance of doubt, a Sephora Retail Location does not include any

Sephora Inside JC Penney location.

IV. NOTICE AND CLAIM PROCESS

4.1 Concurrently with the filing of the motion for Preliminary Approval of the

Settlement, Plaintiffs will move the Court to appoint Dahlas the Claims Administrator, who will

administer the Settlement Agreement in accordance with this Settlement Agreement or as

required by the Court.

4.2 Sephora will provide the Claims Administrator with a list of each Sephora “Beauty

Insider” account(s) with VIB or VIB Rouge status as of November 4, 2014 that was associated

with an email address from the domain @qq.com, @126.com, or @163.com that was deactivated

as a result of the computer code that Sephora implemented on or about November 6, 2014 along

with the name and email address(es) associated with each account according to Sephora’s records

(the “Class Data”), to the extent that Sephora has access to this information. Sephora agrees to

reasonably assist the Claims Administrator by providing the names and last known email

address(es)for purposes of notifying Class Members, to the extent that Sephora has access to this

information. . In accordance with Exhibit A, the Parties will request that the Court permit Dahl to

issue Class Notice via email address(es). Sephora will provide the Class Data to the Claims

Administrator no later than fourteen (14) days (or, if that date falls on a weekend or holiday, the

next business day thereafter) after the date the Court enters an order granting preliminary

approval of the Settlement. Class Data shall be used by the Claims Administrator solely for the

purpose of notifying the Class Members of the Settlement. Class Data shall be provided in a

format to be mutually agreed upon by the Claims Administrator and Sephora.

4.3 As soon as practicable after receiving the Class Data, but no later than ten (10)

business days after its receipt, the Claims Administrator shall email to each Class Member at the

email address associated with a qualifying “Beauty Insider” account, a link to the Class Notice




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and a link to the website created and operated by the Claims Administrator (“Class Website”) that

is dedicated to this Settlement Agreement and provides access to fillable and downloadable Class

Forms.

4.4 To receive a Settlement Benefit, each Class Member must, during the Claim

Period, electronically submit the Claim Form, which shall include: (a) his or her full name,

current mailing address, current phone number, and current email address; (b) any and all email

address(es) associated with his or her Sephora “Beauty Insider” account(s); (c) a statement that he

or she attempted to but was unable to make a purchase at www.sephora.com using his or her

“Beauty Insider” account(s) in November 2014; and (d) confirmation under penalty of perjury

that the foregoing information provided is true and correct. To assist the Claims Administrator in

the confirmation process, the Claim Form shall also contain a blank where Class Members are

instructed to describe any errors to their name or other personal identifying information apparent

in the e-mailed Notice. The Claims Administrator shall strictly adhere to the time deadlines set

forth in this Paragraph.

4.5 To be valid, a Claim Form must be submitted within the Claim Period, and the

submitting Class Member must not submit a Request for Exclusion or otherwise request

exclusion from the Settlement Agreement within the Claim Period.

4.6 Subject to the terms of this Settlement Agreement and other claims procedures that

may be implemented, the Claims Administrator will have discretion to accept or reject any

Claims Form returned by any Class Member and to determine whether Class Members are

Authorized Claimants. The Claims Administrator shall have the right to reject any claims

deemed to be fraudulent, insufficient, or incomplete. Should the Claims Administrator reject any

claim, the reasons for rejection shall be recorded and provided to the Parties upon request. The

Claims Administrator shall notify any Class Member whose claim is rejected in full, explaining

the reasons for rejection. If any Party disputes the decision of the Claims Administrator to reject

a Claim Form, Plaintiffs’ Counsel and Defendant’s Counsel shall meet and confer in an effort to

resolve the dispute. In the event the Parties cannot resolve the dispute, the Parties shall request

the assistance of Magistrate Judge Corley.




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4.7 Within ten (10) business days after the conclusion of the Claim Period, the Claims

Administrator shall, based upon the Claim Forms received by the Claims Administrator and

according to the terms of this Agreement and other claims procedures that may be implemented:

(a) determine whether each Claim Form represents an Authorized Claimant; (b) determine

whether any individual has submitted more than one Claim Form, and if so de-duplicate; (c)

based on the number of Authorized Claimants, determine the Settlement Benefits to be provided

to each Authorized Claimant; and (d) provide to the Parties, if and as requested, the information

and methodology used by the Claims Administrator to determine the Settlement Benefits due to

each Authorized Claimant.

4.8 No later than ten (10) business days after the Effective Date, Defendant shall

transmit the funds necessary to the Claims Administrator to cover the total payments to be sent to

Authorized Claimants and provide the Claims Administrator the Electronic Gift Card code for the

Sephora Electronic Gift Cards for Authorized Claimants.

4.9 The Settlement Benefits shall be sent to Authorized Claimants by the Claims

Administrator, subject to the terms of this Settlement Agreement, within fourteen (14) days after

receipt of the funds specified in Paragraph 4.8 from Sephora.

V. ATTORNEYS’ FEES AND EXPENSES, INCENTIVE AWARDS, AND ADMINISTRATIVE EXPENSES

5.1 At or before the time of the Final Approval Hearing, Class Counsel will file a

motion for approval of Counsel’s Fees and Expenses, to be paid out of the Settlement Amount,

supported by appropriate documentation and in amounts not in excess of $418,560 for Fees and

$90,000 for Expenses. Class Counsel agrees that in no event shall they seek approval of legal

Fees or Expenses in excess of these amounts. Defendant agrees not to oppose any motion by

Class Counsel for an award of Fees up to and including $325,000, but reserves the right to oppose

any fee request in excess of that amount. Defendant agrees not to oppose the motion by Class

Counsel for Expenses up to and including $90,000, but reserves the right to oppose any expense

request in excess of that amount. Any Fees or Expenses sought by Class Counsel but not




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approved by the Court shall remain in the Net Settlement Fund and shall be distributed

accordingly.

5.2 No payment for Fees and Expenses shall be made to Class Counsel until and

unless (a) there is Final Approval of the Settlement, (b) the Court has approved Plaintiffs’ motion

and determined the appropriate amount (not to exceed the amounts set forth herein) of Fees and

Expenses to be paid to Plaintiffs’ Counsel, and (c) the Effective Date has passed. Sephora shall

deliver payment for such Fees and Expenses awarded by the Court (not to exceed the amounts set

forth herein) to the Claims Administrator within ten (10) business days after the Effective Date.

After delivering the Fees and Expenses as approved by the Court, Sephora shall have no

additional liability for Class Counsels’ legal fees or costs.

5.3 The allowance or disallowance by the Court of any Fees and Expenses are to be

considered by the Court separately from its consideration of the fairness, reasonableness and

adequacy of the Settlement Agreement, and any order or proceedings relating to the application

for Fees and Expenses, or any appeal from any order relating thereto or reversal or modification

thereof, shall not operate to terminate or cancel this Settlement Agreement, or affect or delay the

issuance or the finality of the Judgment and Order of Dismissal.

5.4 The Released Parties shall have no responsibility for, and no liability with respect

to, payment of any Class Member’s attorneys’ fees, costs, or expenses to any other individual,

law firm, or other entity. The Released Parties shall also have no responsibility for, and no

liability with respect to, the fee allocation among Plaintiffs’ Counsel or any disputes regarding

such allocation. Plaintiffs’ Counsel agrees to indemnify and hold harmless all of the Released

Parties in connection with any such claim or dispute.

5.5 Except as expressly provided herein, Plaintiffs shall bear their own fees, costs and

expenses for this litigation, including but not limited to the activities necessary to consummate

this settlement. Defendant shall not assert any claim for expenses, costs, and fees against

Plaintiffs relating to or arising out of the Litigation or this Settlement Agreement.




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5.6 At or before the time of Final Approval, Plaintiffs will make an application to the

Court for two Class Representative service awards, to be paid out of the Settlement Amount, in

the following amounts: five thousand dollars ($5,000) to Class Representative Yolin Han and five

thousand ($5,000) to Class Representative Ruiqi Ye (the “Service Awards”). Class

Representatives shall not be entitled to any Service Awards in excess of these amounts.

Defendant agrees not to oppose the application to the Court for Service Awards up to and

including the amounts set forth herein. Any amount of Service Awards sought by Plaintiffs but

not approved by the Court shall remain in the Net Settlement Fund and be distributed

accordingly.

5.7 No payment for Service Awards shall be made to Plaintiffs until and unless (a)

there is Final Approval of the Settlement and (b) the Court has approved Plaintiffs’ application

for Service Awards and determined the appropriate amount (not to exceed the amounts set forth

herein) of the Service Awards. Sephora shall deliver payment for the Service Awards awarded by

the Court (not to exceed the amounts set forth herein) to the Claims Administrator within ten (10)

business days after the Effective Date.

5.8 Final resolution by the Court of Plaintiffs’ application for Service Awards shall not

be a precondition to Final Approval of the Settlement or to the dismissal of the Released Claims

in accordance with this Settlement Agreement.

5.9 Payment of Administrative Expenses incurred by the Claims Administrator to

implement and administer the Settlement Agreement, in an amount not to exceed $25,000, as

approved by the Court, shall be paid out of the Settlement Amount.

VI. PROCEDURE FOR APPROVAL, REQUESTS FOR EXCLUSION, OBJECTIONS, AND TERMINATION

6.1 Preliminary Approval of Settlement. After the execution of this Settlement

Agreement, the Plaintiffs will within a reasonable time prepare submit to the Court an Motion for

Preliminary Approval of this Settlement with supporting papers and a proposed Preliminary

Approval Order, substantially in the form attached hereto as Exhibit D, which: (1) preliminarily

approves this Agreement and this Settlement as fair, just, reasonable and adequate; (2)




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conditionally certifies a Class for settlement purposes only; (3) appoints Wigdor LLP and

Anderson & Poole, P.C. as Class Counsel; (4) appoints Yolin Han and Ruiqi Ye as Class

Representatives; (5) approves and directs Class Notice to the Class Members as described in this

Agreement; and (6) sets a hearing to consider Final Approval of the Settlement and any

objections thereto.

6.2 Final Approval and the Judgment and Order of Dismissal. Within a reasonable

time following the close of the Claim Period, Plaintiffs will file a motion for Final Approval of

the Settlement and for entry of the Judgment and Order of Dismissal holding this Agreement to

be final, fair, reasonable, adequate, and binding on all Settlement Class Members who have not

excluded themselves as provided below; ordering that the Settlement Benefits be provided as set

forth in this Agreement; ordering the releases as set forth in this Agreement to become effective;

and entering the Judgment and Order of Dismissal. As set forth below in Paragraph 8.15, in the

event of any modification or termination of this Settlement Agreement, the Court retains the

ongoing and exclusive jurisdiction of the Litigation.

6.3 Opt-Outs and Objections. The Class Notice shall advise Class Members of their

rights: (a) to forego the Settlement Benefits and preserve their right to pursue an individual claim;

and (b) to object to this Settlement Agreement individually or through counsel.

6.3.1 Class Members who wish to be excluded from the Class, forgo the

Settlement Benefits, and pursue an individual claim will be instructed to

electronically submit a Request for Exclusion to the Claims Administrator

within the Claim Period, setting forth their name and a statement that they

request exclusion from the class and do not wish to participate in the

settlement. Any Class Member who submits a timely and valid Request

for Exclusion shall not be a Settlement Class Member, shall not be an

Authorized Claimant, and shall not have standing to object to or otherwise

contest the Settlement Agreement.

6.3.2 The proposed Preliminary Approval Order and the Class Notice will

provide that any Class Member wishing to exclude herself or himself from




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the Settlement Class who fails to properly and timely submit the required

documents and information will not be excluded from the Settlement Class.

6.3.3 If, within such time as is ordered by the Court and contained in the Class

Notice, any Settlement Class Member wishes to object to the Settlement

and/or to be heard by the Court, he or she may electronically submit an

objection to the Claims Administrator, which in turn will be collected by

the Claims Administrator and described in their declaration to the Court in

advance of Final Approval. Each such objection shall follow submission

of information sufficient to establish (under penalty of perjury) that the

individual objecting is a Settlement Class Member and shall provide a

detailed statement of any objection asserted, including the grounds therefor

and reasons, if any, for requesting the opportunity to appear and be heard at

the Final Approval Hearing. A Settlement Class Member may also appear

at the Final Approval Hearing, either in person or through his or her own

legal representative. Pursuant to Paragraph 5.4 of this Settlement

Agreement, no Party will be responsible for any payments to any legal

representatives appearing on behalf of Settlement Class Members who

choose to object and/or to appear at the Final Approval Hearing.

6.4 Within ten (10) business days of the end of the Claim Period, the Claims

Administrator shall prepare a list of the names of the persons who, pursuant to the Class Notice

and the procedures described herein, have excluded themselves from the Settlement Class in a

valid and timely manner, and provide that list simultaneously to Defendant’s Counsel and

Plaintiffs’ Counsel.

6.5 Notwithstanding anything else contained in this Agreement, if the total number of

Class Members who exclude themselves from the Settlement Class, pursuant to Paragraph 6.3.1

above, exceeds 10%, Sephora will have the option in its sole discretion of withdrawing itself from

this Agreement and from the Settlement in its entirety, in which event this Settlement shall not

become effective and the provisions of Paragraph 6.6 will apply; provided, however, that such




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option must be exercised within 10 (ten) business days after receiving notice from the Claims

Administrator as to how many Class Members have submitted a timely and valid Request for

Exclusion from the Settlement Class.

6.6 Modification or Termination of Settlement Agreement. The terms and provisions

of this Settlement Agreement may be amended, modified, or expanded by written agreement of

the Parties and approval of the Court. This Settlement Agreement shall terminate at the discretion

of either Plaintiffs or Defendant if: (1) the Court, or any appellate court(s), rejects, modifies, or

denies approval of any portion of this proposed Settlement Agreement that the terminating Party

in its sole judgment and discretion reasonably determine is material, including, without limitation,

the terms of relief, the findings, or conclusions of the Court, the provisions relating to notice, the

definition of the Class, and/or the terms of the Release; or (2) the Court, or any appellate court(s),

does not enter or completely affirm, or alters, narrows or expands, any portion of the Final

Approval Order, or any of the Court’s findings of fact or conclusions of law, that the terminating

Party in its sole judgment and discretion reasonably determines is material. The terminating Party

must exercise the option to withdraw from and terminate this Settlement Agreement by sending a

signed writing served on the other Party no later than twenty days after receiving notice of the

event prompting the termination. Plaintiffs and Defendant will be returned to their positions status

quo ante. For the avoidance of doubt, the Court’s denial, in whole or in part, of Class Counsel’s

Motion for Fees and Costs is not a ground for Plaintiffs to withdraw from and/or terminate this

Settlement Agreement. In the event that this Settlement Agreement does not become effective

because any of the conditions precedent prior to the Effective Date do not occur , then this

Settlement Agreement shall be null and void and of no force and effect and the following

provisions shall apply:

6.6.1 No Fees and Expenses whatsoever shall be awarded or payable to

Plaintiffs’ Counsel.

6.6.2 No Service Awards whatsoever shall be awarded or payable to Plaintiffs.

6.6.3 Sephora will remain responsible to pay for Administrative Expenses

already incurred by the Claims Administrator, and neither Plaintiffs nor




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Plaintiffs’ Counsel shall be responsible to pay for such Administrative

Expenses.

6.6.4 No term or condition of this Settlement Agreement, or any draft thereof, or

discussion, negotiation, documentation, or other aspect of the Parties’

settlement discussions shall have any effect, be construed as an admission

by any Party, or be admissible or discoverable for any purpose in the

Litigation or in any other proceeding.

6.6.5 Nothing herein will be deemed to prejudice the position of any of the

Parties with respect to the Litigation.

6.6.6 The Litigation shall for all purposes revert to its status as of the close of

business (Pacific Time) on June 9, 2016. Within ten (10) business days

after a determination that the Effective Date will not occur, the Parties shall

advise the Court and seek to place Plaintiffs’ motion for class certification

and the scheduling conference back on the Court’s calendar.

6.7 Confidentiality and Publicity. The Parties, Plaintiffs’ Counsel, and Defendant’s

Counsel agree not to make any public statements, or statements to the press or media, or

statements on websites, about the Litigation or the Settlement Agreement; provided, however,

that nothing in this Paragraph shall preclude:

6.7.1 Any Party or that Party’s counsel from making statements, representations,

and disclosures that are legally required by any applicable statute, court

order, rule, regulation, or disclosure requirement;

6.7.2 Any Party or that Party’s counsel from discussing the Litigation and/or

Settlement Agreement directly with any Class Members or their

representatives in a non-public communication or forum;

6.7.3 Defendant, its counsel, or its representatives from discussing the Litigation

and/or the Settlement Agreement in responding to inquiries from actual or

potential customers;




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6.7.4 Any Party or that Party’s counsel from responding to statements that

appear in the press or media that are disparaging to the Party or that Party’s

counsel;

6.7.5 Counsel for any of the Parties from setting forth basic information

concerning their involvement in the Litigation (which shall not include

information about the amount of payments made or benefits provided

pursuant to the Settlement Agreement) on their firms’ websites;

6.7.6 Counsel for any of the Parties from setting forth basic information

concerning their involvement in the Litigation (which shall not include

information about the amount of payments made or benefits provided

pursuant to the Settlement Agreement) in their resumes or in court filings

in unrelated actions where the experience of counsel is an issue;

6.7.7 Any Party and that Party’s counsel from directing a press or media

organization to information about the Litigation and the Settlement

Agreement on the law firms’ websites, per Paragraph 6.7.5 above;

6.7.8 Any Party and that Party’s counsel from providing a press or media

organization, upon request by such organization, with copies of the

pleadings or Court orders related to the Settlement Agreement.

6.8 In making statements permitted under Paragraph 6.7 above, the Parties and their

counsel shall not make any statements (whether written or oral) that disparage, defame, criticize,

or demean the Parties or their counsel relating to the Litigation or the Settlement, and shall not

state or imply that the Settlement Agreement in any way reflects or implies the existence of fault,

liability, loss, or damage.

VII. RELEASES

7.1 Settlement Class Member Released Claims. Upon the Effective Date, each of the

Settlement Class Members, on behalf of themselves and each of their respective agents,

successors, heirs, and assigns, will be deemed to have, and by operation of the Judgment and

Order of Dismissal will have, fully, finally, and forever released, relinquished and discharged the




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Released Parties from the following claims, which pursuant to the Settlement Agreement are

being released through and including the dates of the Preliminary Approval Order: all claims or

causes of action that are pled in or reasonably related to claims and potential claims Litigation,

including but not limited to any and all claims related to the November 2014 20% off sale, the

Settlement Class Members’ “Beauty Insider” accounts, and any and all breach of contract or

related or derivative tort claims against any of the Released Parties (the “Settlement Class

Released Claims”).

7.1.1 With regard to the Settlement Class Released Claims, the Settlement Class

Members expressly waive all rights under California Civil Code section

1542, which states:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known to him or her must have materially affected his or her settlement with the debtor.

7.1.2 A Settlement Class Member may hereafter discover facts in addition to or

different from those which she now knows or believes to be true with

respect to the subject matter of the Settlement Class Released Claims, but

she shall be deemed to have, and by operation of the Judgment and Order

of Dismissal shall have, fully, finally, and forever settled and released any

and all Settlement Class Released Claims, known or unknown, suspected

or unsuspected, contingent or non-contingent, whether or not concealed or

hidden, which then exist, or heretofore have existed upon any theory of law

or equity now existing or coming into existence in the future, including, but

not limited to, conduct which is negligent, intentional, with or without

malice, or a breach of any duty, law or rule, without regard to the

subsequent discovery or existence of such different or additional facts.

7.1.3 All Class Members shall be bound by this release unless they formally

request exclusion from this Settlement Agreement by submitting a valid

and timely Request for Exclusion or comparable documentation.




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7.1.4 Consistent with the foregoing, Settlement Class Members may not sue or

otherwise make a claim against any of the Released Parties that is in any

way related to, arises out of, or is connected with any of the Settlement

Class Released Claims.

7.2 Class Representative Released Claims. Upon the Effective Date, Class

Representatives, on behalf of themselves and each of their respective heirs, representatives,

successors, assigns, and attorneys, shall be deemed to have, and by operation of the Judgment

shall have, fully, finally, and forever released, relinquished, and discharged the Released Parties

from all claims or causes of action of any type whatsoever, whether known or unknown, and

whether or not arising out of or related to the Litigation (the “Class Representative Released

Claims”).

7.2.1 With regard to the Class Representative Released Claims, the Class

Representatives expressly waive all rights under California Civil Code

section 1542, which states:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known to him or her must have materially affected his or her settlement with the debtor.

7.2.2 A Class Representative may hereafter discover facts in addition to or

different from those which she now knows or believes to be true with

respect to the subject matter of the Class Representative Released Claims,

but she shall be deemed to have, and by operation of the Judgment and

Order of Dismissal shall have, fully, finally, and forever settled and

released any and all Class Representative Released Claims, known or

unknown, suspected or unsuspected, contingent or non-contingent, whether

or not concealed or hidden, which then exist, or heretofore have existed

upon any theory of law or equity now existing or coming into existence in

the future, including, but not limited to, conduct which is negligent,

intentional, with or without malice, or a breach of any duty, law or rule,




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without regard to the subsequent discovery or existence of such different or

additional facts.

7.2.3 Consistent with the foregoing, the Class Representatives agree not to sue or

otherwise make a claim against any of the Released Parties that is in any

way related to, arises out of, or is connected with the Class Representative

Released Claims set forth in this section.

7.3 Notwithstanding the foregoing, neither the Settlement Class Released Claims nor

the Class Representative Released Claims do not include any claim or right that may arise after

their execution of this Agreement; any claim or right regarding compliance with this Settlement

Agreement; or any claim or right that is not waivable as a matter of law.

VIII. ADDITIONAL PROVISIONS

8.1 Cooperation. The Parties and their counsel shall cooperate to effectuate the

Settlement on the stated terms and conditions, to obtain preliminary approval of the Settlement

Agreement, and to obtain Final Approval. In the event that the Court asks the Parties to modify

any aspect of the Settlement Agreement, the Parties shall meet and confer in good faith to attempt

to resolve any issues identified by the Court and to discuss how to allocate any increase in the

cost or burden of the Settlement Agreement Any such modification of the Settlement Agreement

shall be by mutual written consent of the Parties, and no Party shall be obligated to accept

modifications without its consent except pursuant to Court order.

8.2 The Parties represent and agree that the terms of the Settlement Agreement were

negotiated at arm’s length and in good faith by the Parties, and reflect a settlement that was

reached voluntarily based upon adequate information and sufficient discovery and after

consultation with experienced legal counsel.

8.3 The Parties agree to the conditional certification of the Class described herein for

purposes of this Settlement Agreement only. Should, for whatever reason, the Effective Date not

occur, the Parties’ stipulation to certification of the Class as part of the Settlement Agreement

shall become null and void ab initio and shall have no bearing on, and shall not be admissible in

connection with, the issue of whether or not certification may be proper or appropriate in the




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Litigation. Defendant expressly reserves its right to, and declares that it intends to, oppose class

certification vigorously should this Settlement not become final.

8.4 Motion Papers for Preliminary and Final Approval. Plaintiffs shall draft the

motion for preliminary approval and for final approval of the Settlement as described above, and

shall submit the drafts to Defendant’s Counsel at least five (5) business days before filing for

review and comment.

8.5 Class Action Fairness Act Notice. Within ten (10) business days following the

filing of the Motion for Preliminary Approval, Defendant, through the Claims Administrator,

shall serve notice of the proposed Settlement upon the required governmental officials pursuant to

the Class Action Fairness Action of 2005, 28 U.S.C. § 1715 (with a copy to Plaintiffs’ Counsel).

8.6 Resolution of Disputes. The Parties agree that they will return to Magistrate Judge

Corley to seek resolution of any dispute, claim or controversy arising out of or relating to this

Settlement Agreement or the breach, termination, enforcement, interpretation or validity thereof.

8.7 Change of Time Periods. The time periods and/or dates described in this

Settlement Agreement with respect to filings, hearings, and notices are subject to approval and

modification by the Court or by mutual written agreement of the Parties, without notice to Class

Members. The Class Notice will advise Class Members that they may check the Court’s

calendar, which is available at http://www.cand.uscourts.gov/emc, to confirm whether the date for

the Final Approval Hearing has been changed.

8.8 Time for Compliance. If the date for performance of any act required by or under

this Settlement Agreement falls on a Saturday, Sunday or court holiday, that act may be

performed on the next business day with the same effect as if it had been performed on the day or

within the period of time specified by or under this Settlement Agreement.

8.9 Governing Law. This Agreement is intended to and shall be governed by the laws

of the State of California, without regard to conflicts of law principles.

8.10 Entire Agreement. The terms and conditions set forth in this Settlement

Agreement constitute the complete and exclusive statement of the agreement between the Parties

hereto relating to the subject matter of this Settlement Agreement, superseding all previous




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negotiations and understandings, including the Memorandum of Understanding executed by

Plaintiffs’ Counsel and Defendant’s Counsel on August 24, 2016, and may not be contradicted by

evidence of any prior or contemporaneous agreement. The Parties further intend that this

Settlement Agreement constitutes the complete and exclusive statement of the terms of the

Settlement as between the Parties hereto, and that no extrinsic evidence whatsoever may be

introduced in any arbitration or judicial proceeding involving this Agreement. Any modification

of this Settlement Agreement must be in writing signed by Plaintiffs’ Counsel, Defendant’s

Counsel, and Defendant.

8.11 Advice of Counsel. The determination of the terms of, and the drafting of, this

Settlement Agreement have been by mutual agreement after negotiation, with consideration by

and participation of all Parties hereto and their counsel.

8.12 Binding Agreement. This Settlement Agreement shall be binding upon and inure

to the benefit of the respective heirs, successors, and assigns of the Parties hereto.

8.13 No Waiver. The waiver by any Party of any provision or breach of this Settlement

Agreement shall not be deemed a waiver of any other provision or breach of this Settlement

Agreement.

8.14 Extensions of Time. The Parties reserve the right, by mutual written agreement, to

grant any reasonable extension of time that might be needed to carry out any of the provisions of

this Settlement Agreement.

8.15 Enforcement of this Settlement Agreement. The Court shall retain jurisdiction to

enforce, interpret, and implement this Settlement Agreement until such time as the Court

determines that the Settlement Agreement is fully consummated according to the terms and

conditions.

8.16 Notices. All notices to the Parties or counsel required by this Settlement

Agreement shall be made in writing and communicated by mail and fax or email to the following

addresses:

If to Plaintiffs or Plaintiffs’ Counsel:

Jeanne M. Christensen, Esq.




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Elizabeth J. Chen, Esq. WIGDOR LLP 85 Fifth Avenue New York, NY 10003 Tel.: (212) 257-6800 Fax: (212) 257-6845 Email: [email protected] Email: [email protected] -and- Jamie C. Couche ANDERSON & POOLE, P.C. 601 California Street Suite 1300 San Francisco, California 94108-2818 Tel.: 415-956-6413 Fax: 415-956-6416 Email: [email protected]

If to Defendant or Defendant’s Counsel:

Robert Shapiro, Esq. Shermin Kruse, Esq. BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP 200 W. Madison St Suite 3900 Chicago, IL 60606 Tel: (312) 984-3100 Fax: (312) 984-3150 Email: [email protected] Email: [email protected] -and-

Andrew R. Livingston, Esq. Kathryn G. Mantoan, Esq. ORRICK, HERRINGTON & SUTCLIFFE LLP 405 Howard Street San Francisco, CA 94105 Tel: (415) 773-5700 Fax: (415) 773-5759 Email: [email protected] Email: [email protected]

8.17 The Plaintiffs and Plaintiffs’ counsel represent and warrant that Plaintiffs have not

assigned, encumbered, or in any manner transferred in whole or in part the Settlement Class

Released Claims or the Class Representative Released Claims.




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8.18 Execution in Counterparts. The Parties may execute this Settlement Agreement in

counterparts and/or by fax or e-mailed PDF, and execution of counterparts shall have the same

force and effect as if all Parties had signed the same instrument.

IN WITNESS HEREOF the undersigned, being duly authorized, have caused this

Settlement Agreement to be executed on the dates shown below.

[signature pages to follow]


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AGREED TO AN D ACCEPTED:

Dated: \)~ . ·G-t( ' 2016

Dated: ___ ___ _ , 2016

8 Dated: ___ ___ _ ,2016

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Volin Han Plaintiff

Ruiqi Ye Plaintiff

SEPHORA USA, INC. By: Eric Baysinger, Esq.

Vice President and General Counsel

II APPROVED AS TO FORM AND AGREED AS TO PARAGRAPH 6.7:

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13 Dated: _______ ,2016

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16 Dated: _______ , 2016

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Dated:-------' 2016

23 Dated: _______ , 2016

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Jeanne Christensen, Esq. WlGDORLLP Counsel for Plaintiffs

Jamie Couche, Esq. ANDERSON & POOLE, P.C. Counsel for Plaintiffs

Robert E. Shapiro, Esq. BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP Counsel for Defendant

Andrew R. Livingston, Esq. ORRICK, HERRINGTON & SUTCLIFFE LLP Counsel for Defendant

-2S·


AGREED TO AND ACCEPTED:

-25- CLASS ACTION SETTLEMENT AGREEMENT CASE NO. 3: 14-CV -05237-EMC


AGREED TO AND ACCEPTED:

2

3 Dated:-~~---~ ------·····' 2016

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Dated:

Volin Han Plaintiff

R:uiqiVe. Plaintiff

1/;/p I J 1ft .. ····• "';1::".

SEPfldf(A~isA,TNc.···· By: Eric Baysinger, Esq.

Vice President and General Counsel

ll APPROVED AS TO FORM AND AGREED AS TO PARAGRAPH 6.7:

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13 Dated:-·-···-··~·····~-·~ .... ~~--···' 2016

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Dated:---~-~-·····~-· 2016

23 Dated: !

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Jeaili1echrlsie·n-se11'; Esq."··· WIGDOR LLP Counsel for Plaintiffs

-25- CLASS ACT! ON SETTLEMEN l AGREEMEN1 CASE NO. 3:14-CV-05237-EMC




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SCHEDULE OF EXHIBITS

Exhibit A Class Notice

Exhibit B Claim Form

Exhibit C Request for Exclusion

Exhibit D [Proposed] Preliminary Approval Order

Exhibit E [Proposed] Judgment and Order of Dismissal


Exhibit A


To: <<class member email address>> From: Settlement Administrator Re: LEGAL NOTICE OF SETTLEMENT OF CLASS ACTION ---------------------------------------------------------------------------------- This email is intended for: <<Claimant Name>> Claim ID: <<DAHLID>> ----------------------------------------------------------------------------------- NOTICE OF PENDING CLASS ACTION AND NOTICE OF PROPOSED SETTLEMENT Ye, et al. v. Sephora USA, Inc., United States District Court for the Northern District of California, Case No. 3:14-cv-05237 ------------------------------------------------------------------------------------ You are receiving this e-mail because in November 2014 you may have had an online account at Sephora with an associated email address from one the following email service providers: @qq.com, @126.com or @163.com. Why did I get this notice? A settlement (“Settlement”) has been proposed in a class action lawsuit pending in the Northern District of California (“Court”) entitled Ye, et al. v. Sephora USA, Inc. (the “Action”). According to available records, you might be a “Class Member.” The purpose of this notice is to inform you of the Action and the Settlement so that you may decide what steps to take in relation to it. What is the Action about? The Action was filed against Sephora alleging it discriminatorily deactivated from its website thousands of customers in the U.S. whose customer accounts had email addresses with China-based service providers: @qq.com, @126.com and @163.com. The Action alleges that Sephora prevented these users from participating in the annual 20% discount sale available to VIB and VIB Rouge customers scheduled to begin on November 6, 2014 (the “VIB Sale”). Sephora denies wrongdoing and liability, and no court or other entity has made any judgment or other determination of any liability. Am I a Class Member? You are a “Class Member” if as of November 4, 2014, you (i) had an active VIB or VIB Rouge account as of November 4, 2014 that was associated with an email address from @qq.com, @126.com or @163.com, (ii) had your account deactivated on or about November 6, 2014, and (iii) attempted to but were unable to make a purchase at ww.sephora.com using their “Beauty Insider” account(s) at some point in November 2014. What relief does the Settlement provide? If you are a Class Member, you are eligible to receive your choice of either a cash payment or an electronic gift card. The amounts paid to Class Members will be determined on a pro rata basis depending on the number of Class Members, up to maximum amounts of a $125 cash payment or a $250 electronic gift card. To be considered eligible, you must timely complete a valid Claim Form. A Claim Form is available


by clicking HERE or on the Internet at the Settlement website www.sephorasettlement.com. The deadline to submit a Claim Form is [TBD], 2016. What are my other options? If you do not want to be legally bound by the Settlement, you must exclude yourself by [TBD], 2016, or you will be releasing Sephora from any liability with the Action and you cannot sue Sephora for the legal claims in the Action in the future. The full terms of the release are described more fully in the Settlement website available HERE. If you exclude yourself, you cannot receive any money from this Settlement if it is approved. A form to exclude yourself is available HERE or @ www.sephorasettlement.com. If you are a member of the Class and object to any part of the Settlement, your views will be heard by the Court at the hearing. The date for this hearing is not yet scheduled but you can stay updated by regularly checking the Settlement website. More information? For complete information about the Settlement, to view the Settlement Agreement, Court documents and Forms, and to learn more about how to exercise your various options under the Settlement, visit www.sephorasettlement.com. If your web-browser is preventing the hyperlink in this paragraph from working, enter the URL address manually into your browser. You may also write to the Settlement Administrator at: Sephora Claims Administrator c/o Dahl Administration, P.O. Box 3614, Minneapolis, MN 55403-0614. This is an automatically generated email. Please do not reply to this message. Please send email inquiries to: [email protected].


Exhibit B


SEPHORA “BEAUTY INSIDER” SETTLEMENT CLAIM FORM

QUESTIONS? Visit the settlement website at www.XXXXXXXXXXXXXXXXXXX.com or call 1‐xxx‐xxx‐xxxx

CLAIM FORM INSTRUCTIONS

1. Sephora customers who meet all of the following criteria are eligible to submit a Claim Form:

(i) had one or more Sephora “Beauty Insider” account(s) with VIB or VIB Rouge status as of November 4, 2014 that was associated with an email address from the domain @qq.com, @126.com, or @163.com;

(ii) had their account(s) deactivated as a result of the computer code that Sephora implemented on or about November 6, 2014; and

(iii) attempted to but were unable to make a purchase at www.sephora.com using their “Beauty Insider” account(s) at some point in November 2014.

2. Authorized Claimants will receive either a check or an electronic “Sephora Gift Card” that may be used to purchase any item(s) offered on www.sephora.com or any retail store operated and owned by Sephora.

3. The amount of the check or electronic Sephora Gift Card an Authorized Claimant will receive will be determined on a pro rata basis based upon the total number of Authorized Claimants, with each Authorized Claimant who selected an electronic Sephora Gift Card receiving twice what each Authorized Claimant who selected cash will receive, and subject to a cap of $125.00 in cash or $250.00 in a Sephora Gift Card to each Authorized Claimant.

4. To complete the Claim Form, you must sign and date the confirmation under penalty of perjury at the bottom of this form.

5. Return your signed and completed Claim Form postmarked by [DATE]. Your claim can be submitted by mail, email or online:

By mail: Sephora Settlement Administrator c/o Dahl Administration PO Box 3614 Minneapolis, MN 55403-0614

By email: [email protected] Online: www.XXXXXXXXXXXXXXXXXXXXX.com

6. QUESTIONS? Visit the settlement website at www.XXXXXXXXXXXXXXXXXXXXXX.com or call 1-xxx-xxx-xxxx.

CLASS MEMBER IDENTIFICATION

FIRST NAME OF SETTLEMENT CLASS MEMBER MIDDLE INITIAL

LAST NAME OF SETTLEMENT CLASS MEMBER

CURRENT MAILING ADDRESS

CITY STATE ZIP CODE

CURRENT PHONE NUMBER CURRENT ALTERNATE PHONE NUMBER


SEPHORA “BEAUTY INSIDER” SETTLEMENT CLAIM FORM

QUESTIONS? Visit the settlement website at www.XXXXXXXXXXXXXXXXXXX.com or call 1‐xxx‐xxx‐xxxx

CURRENT EMAIL ADDRESS

ACCOUNT EMAIL ADDRESS(ES)

Please provide any and all email address(es) associated with your Sephora “Beauty Insider” accounts:

ACCOUNT EMAIL ADDRESS 1




CLASS MEMBERSHIP AND BENEFITS ELECTION

1- By marking YES below I state that I attempted to but was unable to make a purchase at www.sephora.com using my “Beauty Insider” account(s) in November 2014.

O YES O NO

2- Authorized Claimants will receive either a check or an electronic “Sephora Gift Card” that may be used to purchase any item(s) offered on www.sephora.com or any retail store operated and owned by Sephora. Each Authorized Claimant who selects an electronic Sephora Gift Card will receive twice the amount that each Authorized Claimant who selected cash will receive. Please select one:

O CHECK O ELECTRONIC SEPHORA GIFT CARD (TWICE THE CHECK AMOUNT)

NAME OR PERSONAL IDENTIFYING INFORMATION CORRECTION

3- If you received an e-mailed notice relating to this settlement that contained any errors to your name or other personal identifying information, please describe the errors in the box below:

CONFIRMATION AND SIGNATURE

I confirm under penalty of perjury that the information provided in this Claim Form is true and correct.

PRINT NAME

SIGNATURE DATE


Exhibit C


Ye, et al. v. Sephora USA, Inc., Case No. 3:14-cv-05237 (EMC)

REQUEST FOR EXCLUSION

Ye, et al. v. Sephora Class Action

By filing this form, you acknowledge that you have received notice of this class action, the proposed Settlement, the right of exclusion, and the Final Approval Hearing (the “Notice”) and that you do NOT wish to remain a member of the Settlement Class in the case known as Ye, et al. v. Sephora USA, Inc., Case No. 3:14-cv-05237 (EMC), pending in the United States District Court for the Northern District of California.

File this form if you (a) had one or more Sephora “Beauty Insider” account(s) with VIB or VIB Rouge status as of November 4, 2014 that was associated with an email address from the domain @qq.com, @126.com, or @163.com; (b) had your account(s) deactivated as a result of the computer code that Sephora implemented on or about November 6, 2014; (c) attempted to but were unable to make a purchase at www.sephora.com using your “Beauty Insider” account(s) at some point in November 2014; and (d) you wish to exclude yourself from the lawsuit. If you file this form, do not file any other form. Do not file this form if you wish to participate in the Settlement of this lawsuit. Do not file this form if you wish to object to the Settlement.

If you want to exclude yourself from the Settlement Class and not participate in the Settlement, you must complete and mail this form to:

Sephora Claims Administrator c/o Dahl Administration P.O. Box 3614 Minneapolis, MN 55403-0614

Your mailing must be postmarked by __________. If you have any questions, please visit the website, www.sephorasettlement.com, or call _______.

I understand that by signing and mailing this form:

• I will not receive any of the monetary benefits of the Settlement as described in the Notice of Settlement;

• I will not participate in or be represented as an Authorized Claimant in this Action; and

• I may pursue, at my own expense, whatever claims I may have against Sephora with regard to claims that were the subject of the class action.

Please type or print:

First Name MI Last Name

Address

City State ZIP Code

Telephone

– –

Email Address (if any)

I wish to be excluded from the Settlement Class and excluded from participation in the Settlement.

Signature

– –

MM DD YYYY


Exhibit D



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DOUGLAS H. WIGDOR (NY SBN 2609469) JEANNE M. CHRISTENSEN (NY SBN 2622124) ELIZABETH J. CHEN (NY SBN 5126214) (All admitted pro hac vice) WIGDOR LLP 85 Fifth Avenue New York, NY 10003 Tel.: (212) 257-6800 Fax: (212) 257-6845 JAMIE C. COUCHE (SBN 252001) ANDERSON & POOLE, P.C. 601 California Street, Suite 1300 San Francisco, CA 94108 Telephone: (415) 956-6413 Facsimile: (415) 956-6416 Attorneys for Plaintiffs, RUIQI YE, YOLIN HAN




[PROPOSED] ORDER PRELIMINARILY APPROVING THE PROPOSED SETTLEMENT

The above matter came before the Court for Preliminary Approval of the Proposed

Settlement, Certification of the Settlement Class, Appointment of Named Plaintiff’s Counsel,

Wigdor LLP and Anderson & Poole, P.C., as Class Counsel, Appointment of Dahl

Administration LLC (“Dahl”) as administrator of the settlement (“Claims Administrator” or

“Administrator”) and Approval of the Proposed Court-Authorized Notice of Settlement (the

“Proposed Notice” or “Notice”) (collectively, the “Proposed Order”).



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1. Based upon the Court’s review of the motion papers filed by Plaintiffs Ruiqi Ye

and Yolin Han (together referred to as, “Plaintiffs”), including the Declaration of Jeanne M.

Christensen (“Christensen Decl.”) and the Declaration of Elizabeth J. Chen, and all other papers

submitted in connection with the Motion for Preliminary Approval, the Court grants preliminary

approval of the settlement memorialized in the Class Action Settlement Agreement (the

“Agreement”) by and between Plaintiffs and Defendant (the “Parties”).

2. The Court provisionally certifies the following class under Federal Rule of Civil

Procedure 23(e), for settlement purposes only (“Class Members” or the “Proposed Class”) as:


3. The Proposed Class meets all of the requirements for class certification under

Federal Rule of Civil Procedure 23(a) and (b)(3).

4. The Court appoints Jeanne M. Christensen and Elizabeth J. Chen of Wigdor LLP,

85 Fifth Avenue, New York, New York 10003, and Jamie C. Couche of Anderson & Poole, P.C.,

601 California Street, Suite 1300, San Francisco, CA 94108, as Class Counsel because the firms

meet all of the requirements of Federal Rule of Civil Procedure 23(g).

5. The Court appoints Named Plaintiffs Ruiqi Ye and Yolin Han as Class

Representatives.

6. The Court appoints Dahl Administration LLC as Claims Administrator, who will

be responsible for administering the settlement.

7. The Court approves the proposed Court-Authorized Notice of Settlement (the



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“Proposed Notice”), attached as Exhibit 3 to the Christensen Decl., and directs its distribution to

the Class Members.

8. The Court approves the proposed Claim Form, attached as Exhibit 4 to the

Christensen Decl., and directs its distribution to the Class Members.

9. The Court approves the proposed Request for Exclusion Form, attached as Exhibit

5 to the Christensen Decl., and directs its distribution to the Class Members.

10. The Court hereby sets the following settlement procedure:

a. Within 14 days after the entry of this Order, Defendants will provide the Claims

Administrator and Class Counsel with a list of each Sephora “Beauty Insider” account(s) with

VIB or VIB Rouge status as of November 4, 2014 that was associated with an email address

from the domain @qq.com, @126.com, or @163.com that was deactivated as a result of the

computer code that Sephora implemented on or about November 6, 2014, along with the name

and email address(es) associated with each account according to Sephora’s records (the “Class

Data”), to the extent that Sephora has access to this information.

b. No later than 10 days after receiving the Class Data, the Claims Administrator

shall email to each Class Member at the email address associated with a qualifying “Beauty

Insider” account, a link to the Class Notice and a link to the website created and operated by the

Claims Administrator (“Class Website”) that is dedicated to this Settlement Agreement and

provides access to fillable and downloadable Claim Form.

c. The Proposed Class will have 45 days after the date the Proposed Notice is

emailed to submit the Claim Form, or opt-out of or object to the Agreement (the “Claim

Period”).

d. The Court will hold a Final Approval Hearing on ____________

at ______ a.m./p.m. at Courtroom 5, United States District Court, Northern District of



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California, 450 Golden Gate Avenue, 17th Floor, San Francisco CA 94102.

e. Within 10 business days after the conclusion of the Claim Period, the Claims

Administrator shall, based upon the Claim Forms received by the Claims Administrator and

according to the terms of this Agreement and other claims procedures that may be implemented:

(a) determine whether each Claim Form represents an Authorized Claimant; (b) determine

whether any individual has submitted more than one Claim Form, and if so de-duplicate; (c)

based on the number of Authorized Claimants, determine the Settlement Benefits to be provided

to each Authorized Claimant; and (d) provide to the Parties, if and as requested, the information

and methodology used by the Claims Administrator to determine the Settlement Benefits due to

each Authorized Claimant.

f. Within a reasonable time following the close of the Claim Period, Plaintiffs will

submit a Motion for Final Approval of the Settlement and for Entry of the Judgment and Order

of Dismissal, and a Motion for Approval of Class Counsel’s Fees and Expenses (“Final Approval

Motions”).

g. After the fairness hearing, if the Court grants the Final Approval Motion, the

Court will issue a Final Approval Order. If no party appeals the Final Approval Order, the

“Effective Date” of the Agreement will be the last to occur of the following: (a) the date of final

affirmance on appeal of the Judgment; (b) the date of final dismissal of any appeal from the

Judgment or the final dismissal of any proceeding to review the Judgment; or (c) if no appeal is

filed, the expiration date of the time for the filing or noticing of any appeal from the Court’s

Judgment.

h. No later than 10 business days after the Effective Date, Defendant shall transmit

the funds necessary to the Claims Administrator to cover the total payments to be sent to

Authorized Claimants.



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i. The Claims Administrator will disburse the first distribution of settlement checks

to the Authorized Claimants, Court-approved attorneys’ fees and costs, Court-approved

enhancement awards, and Court-approved Claims Administrator’s fees within 14 days after

receipt of the funds from Defendant.

j. The Parties shall abide by all terms of the Agreement, including, but not limited

to, those terms addressing the timing and method of Defendant’s payments into a settlement

fund, and disbursal of same by the Claims Administrator to the Proposed Class.

11. The Court removes all trial-related deadlines and hearings from the calendar.

IT IS SO ORDERED.

Date: December __, 2016 ______________________________ Hon. Edward M. Chen United States District Court Judge Northern District of California


Exhibit E



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DOUGLAS H. WIGDOR (NY SBN 2609469) JEANNE M. CHRISTENSEN (NY SBN 2622124) ELIZABETH J. CHEN (NY SBN 5126214) (All admitted pro hac vice) WIGDOR LLP 85 Fifth Avenue New York, NY 10003 Tel.: (212) 257-6800 Fax: (212) 257-6845 JAMIE C. COUCHE (SBN 252001) ANDERSON & POOLE, P.C. 601 California Street, Suite 1300 San Francisco, CA 94108 Telephone: (415) 956-6413 Facsimile: (415) 956-6416 Attorneys for Plaintiffs, RUIQI YE, YOLIN HAN




[PROPOSED] ORDER GRANTING PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT AND FOR ENTRY OF THE JUDGMENT AND ORDER OF DISMISSAL AND MOTION FOR APPROVAL OF CLASS COUNSEL’S FEES AND EXPENSES

This matter came before the Court on Plaintiffs’ Motion for Final Approval of Settlement and

for Entry of the Judgment and Order of Dismissal and Motion for Approval of Class Counsel’s Fees

and Expenses (the “Final Approval Motions”). Defendant agreed, for settlement purposes only, not

to oppose the Final Approval Motions.

1. Based upon the Court’s review of Plaintiffs’ Final Approval Motions, including the

Declaration of Jeanne M. Christensen, Esq. (“Christensen Decl.”), and all other papers submitted in



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connection with Plaintiffs’ Final Approval Motions, as well as the discussion held between the Court

and the parties on the record at the ____________, 2017 Final Approval Hearing, the Court grants

final approval of the settlement memorialized in the Settlement Agreement, attached to the

Christensen Decl. as Exhibit __. Capitalized terms used in this Order shall have the same meanings

as set forth in the Settlement Agreement, unless otherwise defined herein.

2. For settlement purposes, the Court certifies the following class under Rule 23 Fed. R.

Civ. P. 23(e) (“Settlement Class”):


3. The Settlement Class meets all of the requirements for class certification under

Federal Rule of Civil Procedure 23(a) and (b)(3).

4. Wigdor LLP and Anderson & Poole, P.C., which the Court previously appointed as

Class Counsel, satisfy the adequacy requirements of Rule 23(a)(4).

5. The Court approves the settlement and all terms set forth in the Settlement

Agreement, and finds that the settlement is, in all respects, fair, adequate, reasonable, and binding on

all members of the Settlement Class who have not timely and properly opted out pursuant to

Paragraph 6.3 of the Settlement Agreement.

6. The Court grants Plaintiffs’ Motion for Attorneys’ Fees and Expenses to Class

Counsel and awards Class Counsel $418,560.00 in attorneys’ fees, plus $90,000.00 in costs and

expenses reasonably expended litigating and resolving the lawsuit. These amounts shall be paid

from the Settlement Amount.



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7. The Court finds reasonable the Service Awards for Class Representatives Ruiqi Ye

and Yolin Han in the amounts of $5,000 each. These amounts shall be paid from the Settlement

Amount.

8. The Court authorizes the payment of the Claims Administration fees to Dahl

Administration LLC, estimated to be $25,000 as set forth in the Declaration of __________, attached

to the Christensen Decl. as Exhibit __, which shall be paid from the Settlement Amount.

9. The “Effective Date” of the Agreement will be the last to occur of the following: (a)

the date of final affirmance on appeal of the Judgment; (b) the date of final dismissal of any appeal

from the Judgment or the final dismissal of any proceeding to review the Judgment; or (c) if no

appeal is filed, the expiration date of the time for the filing or noticing of any appeal from the

Court’s Judgment.

10. No later than 10 business days after the Effective Date, Defendant shall transmit the

funds necessary to the Claims Administrator to cover the total payments to be sent to Authorized

Claimants.

11. The Claims Administrator will disburse the first distribution of settlement checks to

the Authorized Claimants, Court-approved attorneys’ fees and costs, Court-approved enhancement

awards, and Court-approved Claims Administrator’s fees within 14 days after receipt of the funds

from Defendant.

12. The Claims Administrator shall provide verification to Class Counsel and Defendant’s

Counsel that it has distributed the Settlement Benefits, retain copies of all of the endorsed

Settlement Checks with releases, and provide Defendants’ Counsel with the original or copies of the

endorsed Settlement Checks (both sides) in accordance with the Settlement Agreement.

13. Upon the fulfillment of all settlement terms, the entire Litigation will be dismissed

with prejudice, and without costs, expenses or attorneys’ fees to any party except as provided in the



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Settlement Agreement and this Order. All Class Members who did not opt out in accordance with

the terms of the Settlement Agreement are permanently enjoined from asserting, pursuing, and/or

seeking to reopen claims that have been released in accordance with the terms of the Settlement

Agreement.

14. The Court retains jurisdiction over the interpretation and implementation of the

Settlement Agreement.

IT IS SO ORDERED.

Date: ________ __, 2017 ______________________________ Hon. Edward M. Chen United States District Judge Northern District of California


Exhibit 3


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Exhibit 4


Pages 1 - 24

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

BEFORE THE HONORABLE EDWARD M. CHEN, JUDGE

RUIQI YE and YOLIN HAN, )individually and on behalf of )all other similarly-situated )individuals, )

)Plaintiffs, )

)v. ) NO. 14-cv-05237-EMC

)SEPHORA USA, INC., )

)Defendant. ) San Francisco, California

______________________________) Thursday, January 19, 2017

TRANSCRIPT OF PROCEEDINGS

APPEARANCES:

For Plaintiffs: Wigdor LLP85 Fifth AvenueNew York, New York 10003

BY: JEANNE M. CHRISTENSENAttorney at Law

For Defendant: Orrick, Herrington & SutcliffeThe Orrick Building405 Howard StreetSan Francisco, California 94105

BY: ANDREW R. LIVINGSTON, ESQ.

Barack Ferrazzano KirschbaumNagelberg LLP

200 West Madison Street, Suite 3900Chicago, Illinois 60606

BY: ROBERT E. SHAPIRO, ESQ.

Reported By: Leo T. Mankiewicz, CSR 5297 RMR, CRROfficial Reporter


21 Thursday, January 19, 20172 1:34 p.m.3 P R O C E E D I N G S4 THE CLERK: Calling civil action 14-5237, Lee, et al.5 versus Sephora USA, Inc., et al.6 Counsel, please approach the podium and state your7 appearances.8 MS. CHRISTENSEN: Good afternoon. Jean Christensen of9 Wigdor LLP for the plaintiff.10 THE COURT: All right, thank you.11 MR. LIVINGSTON: Good afternoon, your Honor. Andrew12 Livingston, counsel for defendant.13 MR. SHAPIRO: Robert E. Shapiro, also counsel for14 defendant.15 THE COURT: All right, good afternoon, counsel. We're16 on for, I guess, the plaintiff's, perhaps, joint motion for17 preliminary approval of class action settlement here,18 certification settlement, and I do appreciate the parties'19 supplemental response to the questions that the Court had, and20 those were very helpful, but I have two kind of basic21 questions, make sure I understand how this works.22 There's a cap of 125 cash per claimant and 250 in a23 gift card. If, for some reason, very few claims are submitted24 and the total amount claimed is less than the amount that's25 available --

31 MS. CHRISTENSEN: You mean if more people than2 anticipated responded, and then there wasn't enough --3 THE COURT: In fact, no, the opposite. If less.4 MS. CHRISTENSEN: Oh.5 THE COURT: Let's say only ten people responded, you6 know? Five of them got $125 cash, five got the 250 card. What7 happens to the rest of the money?8 MS. CHRISTENSEN: I believe that -- I believe that our9 settlement's no longer in effect if that happens.10 THE COURT: So there's a trigger?11 MS. CHRISTENSEN: Yes.12 THE COURT: Okay.13 MS. CHRISTENSEN: And I happen to have the settlement14 agreement.15 MR. LIVINGSTON: That's not -- your Honor, we don't16 think that's quite the trigger. We have a provision that17 allows defendant to opt out of the settlement if a certain18 percentage of the class opts out --19 THE COURT: Opts out.20 MR. LIVINGSTON: That's a blow provision, your21 Honor --22 MS. CHRISTENSEN: Right.23 MR. LIVINGSTON: -- but that's a different thing24 from --25 THE COURT: How about a failure to claim, though?

41 I understand the opt-out.2 MS. CHRISTENSEN: Right.3 THE COURT: What if they just fail to -- they don't4 opt out, so they're stuck, which is the most typical situation,5 is people don't respond.6 MS. CHRISTENSEN: Right.7 THE COURT: So you get no response from 95 percent of8 the class. Only, you know, a hundred people respond. And so9 you don't -- you can only claim up to 125, and they all elect10 to do cash. What happens to the rest of the hundreds of11 thousands of dollars?12 MS. CHRISTENSEN: Yeah, I mean, according to the way13 we have drafted the agreement, it would go to the nonprofit,14 the --15 MR. LIVINGSTON: National Asian Pacific American16 Women's Forum.17 MS. CHRISTENSEN: Right.18 THE COURT: So it does go to the cy-près?19 MS. CHRISTENSEN: Yes.20 THE COURT: Let's see. Can you tell me where in the21 settlement agreement that is provided?22 MR. LIVINGSTON: So, your Honor, at page 6, in the23 prefatory introduction statement under category 3, it reads as24 follows: "The Settlement Amount will be non-reversionary with25 no portion to revert to Sephora," and "Settlement Amount" is a

51 defined term earlier in the agreement, in the total amount of2 950 -- 950,000, to be clear for the record.3 MS. CHRISTENSEN: Right, and then on the following4 page, paragraph 3.1.4, it says,5 "Any amount remaining after allocation among the6 authorized claimants will be delivered to the National7 Asian Pacific American Women's Forum."8 MR. LIVINGSTON: And that's at page 7, your Honor, of9 the agreement. So we --10 THE COURT: So -- yeah.11 MR. LIVINGSTON: The cap was designed so that there12 wasn't an unintended windfall for 10 people who may13 participate. Of course, we believe out of the 15,000-plus14 class members, that we'll have far more than 10 people who will15 participate.16 THE COURT: So let's say everybody got cash, 125, and17 if we assume for a moment that the various allocations,18 including attorneys' fees, were ultimately to be approved,19 which I calculate will leave the class with slightly a little20 over 400,000 net to be distributed, and so if you divide that21 by 150, so 2,000 -- 2,500, if more than -- if 3,000 people22 claim, that would eat up everything, right, in the cash?23 MS. CHRISTENSEN: Right.24 THE COURT: Or half of that. Gift cards count for25 full.... So if somebody claims a gift card, you're assuming a


61 double value, they can sort of count twice. So if you had gift2 card, let's say, 2,000 gift card people, they wouldn't get the3 full 250, they would get something --4 MR. SHAPIRO: A little less.5 THE COURT: -- short of that.6 MR. LIVINGSTON: That's correct, your Honor.7 THE COURT: So, and the class size -- I know there's a8 little bit of difference. You estimated 15,000?9 MR. LIVINGSTON: A little more than 15. I think the10 parties are in agreement now. We came at it from different11 directions, but it's 15,054.12 THE COURT: And what do you expect the claim rate to13 be in this particular case?14 MS. CHRISTENSEN: Well, we did estimate -- our claims15 administrator estimated somewhere between 15 and 25 percent.16 THE COURT: And what's that sort of based on? You17 know, in some of these cases you get, like, a 2 percent take18 rate.19 MS. CHRISTENSEN: This company has been around for20 over 20 years, they only do national class action work, and we21 could get a declaration from somebody there if you wanted,22 but --23 THE COURT: I'm just sort of curious what the -- you24 know, why that range. Is it a similar settlement -- I mean, a25 lot of it is driven by the size of the potential dollars at

71 stake, and obviously, when people start seeing four figures,2 they have a different response than when they see two figures,3 three figures, or somewhere in between.4 MS. CHRISTENSEN: Yeah, I mean, I guess these are --5 the one thing to consider, that these potential class members6 are people that actively go online and monitor their e-mails to7 get 15-dollar promo awards e-mailed to them, and they take8 these 15-dollar promo e-mail awards and they use them in their9 account or they bring them to the store.10 So if $15 means something to them, I'm hopeful -- and11 this is one of the things that we discussed with Magistrate12 Judge Corley -- that $125 or $250 is really going to mean13 something.14 THE COURT: And physically, is the bulk of the class15 members, do they reside -- I mean, these were China-based16 domain names, or --17 MS. CHRISTENSEN: Yes, but they were located in the18 United States.19 MR. SHAPIRO: They are dot-coms, your Honor.20 THE COURT: They are dot-coms.21 MR. SHAPIRO: Right.22 THE COURT: So these are U.S. residents.23 MS. CHRISTENSEN: Well, they were in the U.S. at the24 time that the sale took place.25 THE COURT: So they could be students or others like

81 that, who are here on a visa or something, and --2 MS. CHRISTENSEN: Correct, but they'd be able to3 use -- right -- maybe it will be used --4 MR. SHAPIRO: Yes, they could still use them.5 MS. CHRISTENSEN: -- the gift card, even if they were6 in China, and they had to go to the China sephora.com, they'd7 be able to use it.8 THE COURT: And the address is -- because there's9 discussion about using mail, what kind of -- are they largely10 U.S. addresses?11 MR. SHAPIRO: Well, we're going through their e-mail12 addresses to some extent --13 THE COURT: Right.14 MR. SHAPIRO: -- so they'll get it no matter where15 they are, on their e-mail address, as long as they preserve16 that e-mail, and we also have a fallback provision that if17 something bounces back, then we'll go look for other e-mail18 addresses, as well.19 THE COURT: I thought there was also -- part of your20 response was, to the extent you've got physical addresses,21 there was going to be mail?22 MS. CHRISTENSEN: There's billing addresses associated23 with credit cards and deliveries, but Sephora's indicated that24 those don't necessarily correlate with where somebody's25 actually residing, which makes sense. It could be a credit

91 card from their home country or something like that, and2 they're having it delivered somewhere else, but to the extent3 that we can't reach somebody with an e-mail address, the4 thought was that Sephora would give the class administrator any5 known physical mailing addresses they have. But not every user6 has a physical mailing address on account with Sephora.7 THE COURT: Was this -- the parties have agreed that8 notice will be provided to the billing address in addition to9 e-mail address, to the extent Sephora has access to the10 information.11 So am I not right? It's not conditional, it will be12 sent -- if Sephora has it, they will send both a --13 MS. CHRISTENSEN: If they have it. Because you can14 sign up for an online Beauty Insider account, and you are15 not -- they don't even ask for your physical residence.16 THE COURT: Right. No, I understand that there may be17 a lot that don't, but to the extent there are --18 MS. CHRISTENSEN: Right.19 THE COURT: -- it's going to be sent.... And to the20 extent e-mails bounce back, is there a provision about whatever21 the process is --22 MS. CHRISTENSEN: Trying any other e-mails that23 Sephora might have on record associated with the account.24 I mean, one user could hypothetically have five different25 Beauty Insider accounts.


101 MR. SHAPIRO: Right, with the user. We will go and2 hunt for other e-mail addresses if they do bounce back.3 Also, there is going to be a posting on the website,4 and -- which people go to frequently. So there will be5 information there, as well.6 THE COURT: So let me ask, so anything that is not7 claimed remaining in the net proceeds will go to cy-près. So8 when somebody claims and they want a gift card, the amount9 debited against the settlement fund will be the double amount,10 is that right? So... And then if that's claimed -- and11 I understand that checks that are sent out and then never12 cashed, that money still remains in the settlement fund, that13 will be distributed to cy-près.14 MS. CHRISTENSEN: Correct.15 THE COURT: It was a little unclear to me: What about16 the gift cards which have a one-year expiration and it's never17 redeemed? Let's say there's $10,000 worth of gift cards that18 are sent out, or let's say, more realistically, $100,000 gift19 cards, that would be 400 claimants, for instance, if it were20 the full amount, and they don't, for some reason, they never21 redeem the gift cards, what happens to that hundred thousand22 dollars?23 I mean, that seems like that would stay in the net24 settlement fund because it never got distributed out, or used,25 I guess not distributed, but it's sort of credit, it's not --

111 MS. CHRISTENSEN: It would still go to the National2 Asian Pacific Women's Fund.3 MR. LIVINGSTON: It would be a net deduction from the4 settlement fund, your Honor, because it would be going out, and5 it would now be in the possession of someone who has a hundred6 dollars to use through the gift card. So we don't believe it7 would become cy-près under those circumstances.8 MS. CHRISTENSEN: Oh, you mean before the period of9 citing the pro rata amount.10 MR. LIVINGSTON: And that's a different question. I'm11 not sure I understood that comment, your Honor, but the --12 I guess a different question is, upon the expiration of the13 gift card, if we can identify that it was not, in fact, used,14 what happens at that point.15 THE COURT: Yeah.16 MR. LIVINGSTON: And I don't believe the agreement17 currently provides any provision that would address that18 specific issue.19 MR. SHAPIRO: The money is out.20 MS. CHRISTENSEN: But we can have a second21 distribution, we certainly do that in plenty of cases, but the22 way it's written right now, if there is -- it's a23 non-reversionary fund. So if there are remaining monies in24 this settlement fund, it's going to go to --25 THE COURT: Well, depends on how you account for it.

121 So with cash, it's understandable. A check is sent, and I take2 it some debit is taken, but if the check expires, either the3 money is never taken out, the debit gets reversed or there's4 credit back or something, there's actual, you know -- there's5 no money -- so it's still in the net settlement fund, to be6 distributed to cy-près.7 If it's a gift card, let's say it's a thousand8 dollars' worth of gift cards, a thousand dollars deducted from9 the fund, from the 400-and-something net fund, and if it's10 used, that's fine. I will observe that the real cost to11 Sephora is -- now you're talking about cost of merchandise as12 opposed to actual -- I mean, theoretically the out-of-pocket to13 Sephora is -- I don't know what the markup is, whether it's two14 times, three times, four times, but, you know, so that does15 raise one question.16 I mean it's the advantage of a gift card, because when17 people use to it buy back stuff, the out-of-pocket is really,18 in a way, the cost of the merchandise, not the sales price.19 So one could -- maybe that informs the whole coupon20 debate or not but, you know... But assuming that's not21 problematic, from an approval viewpoint, it's still not clear22 to me that once you've taken the thousand dollars out because23 you sent out the gift cards, and then if they're never used,24 shouldn't the fund be credited back at some point at the end of25 the year? Oh, I did it the reverse. Then it becomes --

131 MS. CHRISTENSEN: Right.2 THE COURT: -- an implicit de facto reversion.3 MS. CHRISTENSEN: It would certainly be possible in4 the order we could have -- because we would be accounting for5 that possibility when we make the pro rata determination,6 correct?7 So everyone decides, they send in their form, and they8 affirmatively say, I would like a gift card versus cash. So we9 get that number, we get the number of people, we decide what's10 going to be distributed, we've got that number. I think at11 that point, Sephora would know what -- whether or not somebody12 actually uses their gift card or not, what that number is.13 THE COURT: Well, they won't know until the end of the14 year, after a year it's been distributed. They know how many15 gift cards went out, how much in value of gift cards went out16 out of that 411,000 fund or whatever it is.17 What they won't know is, really, until the end of the18 expiration period, whether that gift card -- whether it was19 used, in which case the full debit was fine. I mean, that's20 the way it works, if that's the way it sets up. But if it's21 not used, that was my question.22 MS. CHRISTENSEN: So maybe we have to have one more23 provision in there about the contingency for what happens when24 somebody doesn't use the gift card, and what's going to be25 done.


141 THE COURT: Well, if it's truly non-reversionary, it2 needs to state what happens to make sure it's not, in effect, a3 reversion. Because if it is, I'm going to view this settlement4 differently, frankly.5 MS. CHRISTENSEN: Right.6 MR. LIVINGSTON: And our intent is for this to be7 non-reversionary, your Honor, and I think we can address the8 problem that you've identified by removing the one-year9 deadline to use the gift card. We are willing to do that. It10 creates some accounting issues, but we have discussed that11 internally and we think that could address the issue.12 THE COURT: So there's two ways. I guess that's one13 way, and the other way is, if you had a deadline and just have14 a further accounting at the end of one year and say, well,15 there's still $10,000 worth of gift cards out there that16 weren't used that expired, and therefore, 10,000 from the fund17 really was never spent, it's still in the fund --18 MS. CHRISTENSEN: Right.19 THE COURT: -- give that to the cy-près. So you can20 do it one of two ways.21 MR. LIVINGSTON: That is the second way. That way may22 be more burdensome and expensive. The reconciliation process23 of the gift cards might require quite a bit of administrative24 work, but we can explore that issue with the client.25 THE COURT: Well, I think it has to be --

151 MS. CHRISTENSEN: One or the other.2 THE COURT: -- one or the other. I guess, you know,3 there's still an argument that even without a time limit,4 there's a certain number of gift cards people just lose, and5 they go somewhere. I have no idea what the redemption rate,6 and it may depend on how big the gift card is, which depends7 how many people claim. So that if the gift cards -- if we're8 down to a, what, a $35 gift card, I've got a feeling the9 redemption rate may not be so great.10 And is the administrative burden -- I'm just curious,11 from what you understand, that they can't track it? I mean,12 I would assume there's a database involved of what gift cards13 are out there and you can tell at some point which one's been14 redeemed?15 MR. LIVINGSTON: They can track it through their16 systems, your Honor. It just takes time and it takes energy to17 do so. So it would be something delayed and it would require18 the effort of the finance team, but they would be able to pull19 from their point-of-sale systems the numbers of the gift cards.20 They may have to create a script or something to be able to21 pull this information. It's just more work.22 It would be easier, frankly, and give the class member23 the benefit that we're intending to give to the class member,24 to get rid of the expiration date on the card. You find it a25 year and three days later, you can use it, as opposed to having

161 that amount returned.2 MR. SHAPIRO: It's as good as cash.3 MS. CHRISTENSEN: One other thing, and I hadn't4 discussed this with Sher, is that sometimes companies are more5 and more just sending out promo codes instead of a physical6 gift card, and so that both increases the usage rate, because7 people just click on a little link on their e-mail, so they're8 not even fishing around for a physical card. And so they've9 got this discount right in their e-mail, and they say, oh, I'm10 going to go shopping at Sephora.11 We have been discussing it because she thought it12 might be actually easier for them to track.13 MR. SHAPIRO: This is a reference to one of my14 colleagues.15 MS. CHRISTENSEN: Yes, sorry. We were trying to --16 THE COURT: You're saying, in lieu of a gift card, a17 promo code?18 MS. CHRISTENSEN: Yes.19 MR. LIVINGSTON: Effectively, an electronic gift card,20 your Honor.21 MS. CHRISTENSEN: Right.22 THE COURT: And to avoid the coupon problem, it would23 have to be of a certain value, not just a percent. If it's24 20 percent off, then it looks a lot like a coupon.25 MS. CHRISTENSEN: Oh, right. It would have to be the

171 value. It would have to be only for those people who2 affirmatively opted in and requested that instead of the cash,3 they wanted the gift card.4 MR. SHAPIRO: Or signed the statement that's required.5 MS. CHRISTENSEN: Yes.6 THE COURT: Well, I don't know if it matters which7 one -- you know, I'm not sure it matters, it's material to the8 Court's decision ultimately to approve, whether you use -- what9 mechanism you use, whether it's an electronic card, an actual10 card, a coupon card, as long as it's not just a discount thing11 that gets you into that coupon thing, if it's the same12 function.13 I think the bigger question is, there's always going14 to be some leakage rate. Maybe it will be lower the more you15 do this, and the question is, if this truly is16 non-reversionary, you have to have some way -- and I do think,17 even though it's a slight administrative burden, I think to be18 true, I think you would have to say that some point, when these19 things are not claimed, that's going to be deemed credited into20 the settlement fund, which then needs to be distributed to the21 cy-près.22 MR. SHAPIRO: Your Honor, I think among these various23 options, we can probably come up with a solution to this that24 everybody will be happy with, because the intention of all the25 parties is exactly the same, and from what I hear from the


181 Court, is exactly the same.2 THE COURT: Right.3 MR. SHAPIRO: This is a non-reversionary settlement4 amount.5 THE COURT: Well, why don't we do that, and I raise6 this partly because, you know, in looking at it -- and your7 supplemental brief is helpful. I mean, hard to value exactly8 what the value of this case is. Compensatory damages, you9 know, who knows, in a case such as this, if there really was a10 successful claim of discrimination, who knows what the11 compensatory damage would be, but if you assume your number of12 a hundred dollars a person and then the VIB loss discounts, et13 cetera, et cetera, it looks to me like this is roughly about a14 12 percent of the maximal verdict value, likely verdict value,15 that is, if you look at the net. The gross would be about a16 24, 25 percent, and I think, although that is not robust in one17 sense, I think at that number, if it's not reversionary, is a18 fair number because of the risks involved.19 I think there are risks in terms of certification20 questions, I don't know how severe, but I mean, there's always21 some risk because some problem with -- in a damages -- in a22 (b)(3) case of predominance could be an issue.23 Seems to me that -- and you've illustrated, I think,24 the risk on the merits, because these are discrimination cases25 under traditional discrimination law under 1981 and 1982, in

191 which case if the test is intentional discrimination, you would2 have to prove that this was done because of, not in spite of,3 the effect on the particular group in this case, the Chinese4 consumers, or those of Chinese origin, and so even if you5 showed 99 percent of the people were affected, that doesn't6 necessarily win the case.7 On the other hand, if they're able to make some8 headway and show that this was done, and knowingly, and this9 was an over-broad sweep, and maybe there's something to it, but10 I could see where this could be a risky case from the11 plaintiff's perspective, so I'm ready to accept a settlement in12 this range.13 You know, we can -- in the final approval stage, we14 can talk about the attorneys' fees and the incentive awards.15 I mean, that has to be adjudged at the right time, and I think16 it's important to put this in here. I think the class needs to17 know what's being sought, so they'd have notice.18 I will say that, you know, even though the lodestar19 may seem high as a percentage -- as you know, it's a sort of20 presumptive reasonableness of 25 percent in a case of this size21 in the Ninth Circuit is pretty well exceeded by the fee22 request, but we'll cross that bridge when we get there.23 Otherwise, that was my main concern, was trying to24 figure out exactly how it was going to work, what happens, and25 to safeguard against an inadvertent or de facto revert which

201 nobody intended, so I think we just need to clarify that.2 MS. CHRISTENSEN: Yes.3 THE COURT: And with the clarifications that you've4 made in your supplemental filings and some of the responses,5 I don't really see a problem. There's a couple of tweaks,6 which maybe it's helpful if I get out a minute order, some7 things about, you know, bolding certain language that I think8 the Court's going to suggest, and making certain things clear9 about -- to the class that I'm going to suggest, but I think we10 need to revert -- you're going to rework this question that11 I just raised, and maybe submit to me a final form of order12 which will reflect a couple of tweak things that I'm going to13 ask you to do regarding --14 MS. CHRISTENSEN: Okay.15 THE COURT: -- the short form and the long form, and16 then embody whatever it is you've agreed on.17 But it does seem to me there has to be -- I think the18 cleanest way is to have an expiration date on the gift card and19 then with the credit going back to the fund, and then back out20 on a....21 The one question I did have, though, is the recipient,22 you know, the Ninth Circuit does look at whether the recipient,23 cy-près recipient, is one that has a mission that is consistent24 and relevant, and maybe you can tell me how the National Asian25 Women's Forum -- is that what's called?

211 MS. CHRISTENSEN: Yes. It is a national -- it's a2 large nonprofit. I should know how many employees it has, and3 I think their annual budget is in the declaration by Elizabeth4 Chen that was part of our initial motion, but it's a very well5 established nonprofit that actively seeks to promote6 specifically Asian women's legal rights, but under that7 spectrum, it covers many areas. It's not limited to8 discrimination by any means, but her declaration is --9 THE COURT: Well, yeah, I see it. I mean, it's a10 broad -- it looks like -- so it's not necessarily11 consumer-focused, it's things that are of interest -- in the12 interests of AAPI women, which includes civil rights and13 economic justice.14 MS. CHRISTENSEN: I mean, I think when we were15 discussing it with our clients, it was something that they16 indicated that it would be significant to them if it was17 something that we could target to an Asian population, and18 that's how we started down that path. I mean, we're certainly19 open to considering other nonprofits as well, so that20 everything's not going to just one place.21 THE COURT: Well, I think the main concern is the22 Ninth Circuit has set up some tests, and you've got to look at23 the sort of geographic similarity, and this was a nationwide24 class and this is a national organization; that seems to be25 okay.


221 The group that is arguably being affected are those2 that -- well, the claim is discrimination on the basis of3 national origin, and in particular, I guess, of Chinese origin,4 and that is sort aligned with the demographic focus of this5 group, and I guess then the only remaining issue is, do they6 work on issues like this, or consumer protection or consumer7 rights, and it does say economic justice. I'm not sure if8 that -- and it does say civil rights, I guess.9 So I -- you know, I don't know offhand if you were to10 try to find an organization that's specifically devoted to the11 rights of Asian-American women as consumers, so this is maybe12 as close as you get. I think we have to make that kind of a13 finding, and I guess I'll ask you the question, maybe it's a14 leading question, but were you able to find any other group15 that's even more specifically focused for this demographic16 group on consumer rights-type issues?17 MS. CHRISTENSEN: We did find some California-based18 groups, but they were not national, and I don't recall their19 names, but we did look.20 THE COURT: Okay.21 MS. CHRISTENSEN: And we felt that it was too22 restricted, and they were much smaller, and don't have the23 history of this place.24 MR. SHAPIRO: And I remember during the settlement25 discussions that we were not aware -- at Sephora, we were not

231 aware of this organization. Then we went off and did our own2 due diligence and were satisfied.3 MR. LIVINGSTON: And we did look around, perhaps not4 with the same diligence that plaintiffs' counsel did, but we5 did look around to see if there were other worthy6 organizations, and nothing stood out better than this one.7 THE COURT: All right. Well, I think I'm satisfied8 that this is an appropriate cy-près recipient, and with the due9 diligence that you conducted and the nature of the mission10 statement that's described in the declaration of Ms. Chen, it11 seems to me to fulfill the Ninth Circuit's concern in this12 area. So I think that's important to state for the record, as13 well.14 All right, so let's do this. Let me get you these15 tweaks, let's say by Monday, that you can incorporate into the16 final order, and then -- so you can submit the final order that17 addresses this, I'll call it, the anti-reversion provision, and18 maybe just submit that with a short cover memo saying what it19 is, what paragraph I should look to and what it is -- the20 substance of it is, and if that's okay, I'll just sign it and21 we can get the process going.22 MR. SHAPIRO: Okay, thank you.23 MS. CHRISTENSEN: Thank you.24 THE COURT: All right? Good. Congratulations.25 MS. CHRISTENSEN: Thank you very much, your Honor.

241 MR. LIVINGSTON: We appreciate your time.2 THE COURT: Thank you.3 THE CLERK: Court is adjourned.4 2:06 p.m.5678910111213141516171819202122232425

CERTIFICATE OF REPORTER

I, LEO T. MANKIEWICZ, a pro tem reporter in the United

States Court, Northern District of California, and Certified

Shorthand Reporter duly licensed in the State of California,

hereby certify that the foregoing proceedings in Case No.

14-cv-05237-EMC, Ye, et al. v. Sephora USA, Inc., were

reported by me, and were thereafter transcribed under my

direction into typewriting; that the foregoing is a true record

of said proceedings as bound by me at the time of filing.

The validity of the reporter's certification of

said transcript may be void upon disassembly and/or removal

from the court file.

________________________________________

Leo T. Mankiewicz, CSR 5297, RMR, CRR

Thursday, February 8, 2017


Exhibit 5


Exhibit 6


Exhibit 7


Exhibit 8


1

Elizabeth Chen

From: Lihan You <[email protected]>Sent: Sunday, April 16, 2017 6:13 PMTo: Jeanne M. ChristensenCc: Elizabeth ChenSubject: Re:Re: Sephora Settlement

Hi! Jeanne, I think the settlement may be convenient for you or for Sephora, but I find it insulting. Such a settlement is almost as discriminatory as the initial discrimination. I am really sorry that you don’t want to negotiate, in terms of my particular case, since I am the only one out of so many that has a problem with the settlement. Although giving me a Sephora gift card is an interesting concept, it’s probably the most desirable for Sephora, as it can help them get rid of some of their inventory, but it does little to make me feel whole. The suffering I have from this is not that I cannot buy some products on Sephora. It’s that people treat people differently based on their races in this country. It consistently reminds me that I have to deal with this because I am Asian. The time and energy that I spent on this is already worth more than the settlement. I think that I will be at the hearing on 05/25/17. Could you send me all details and specifics regarding the hearing, such as time and location, etc.? The only issue of my intention to show up in San Francisco is my husband and I have some international business going on, dealing with contracts globally in the millions of dollars, we might be out of the country around the hearing time. We will know more when it gets closer. If I cannot come to the hearing, which is the most unfortunate, could you please tell me what the options are? Or alternative options. Is there any way that I could be added as a plaintiff in this case? Its not like this level of discrimination is worth some astronomical figure for someone discriminated against, but it is worth something, and the current offer is nothing. From a logical and macro viewpoint it is the principle. The point here is to make me feel somewhat whole, and to let Sephora and other companies know that they should be more careful about treating whole groups of people a certain way based on their race or national origin, which they seemed to have done here on a prima facie level. Thank you for your time, and I look forward to your feedback. Best regards, Lihan You

At 2017-04-12 20:24:17, "Jeanne M. Christensen" <[email protected]> wrote: Excellent. Speak to you then. On Apr 11, 2017, at 11:55 PM, Lihan You <[email protected]> wrote:


2

Hi! Jeanne, Thanks for your email. I will call you tomorrow at 4pm EST, April 12. Best, Lihan At 2017-04-12 01:42:16, "Jeanne M. Christensen" <[email protected]> wrote: Lihan, In connection with the lawsuit against Sephora, we are aware that you submitted an email with your claim form for the settlement. I am not clear as to what you believe is not fair about the settlement. For instance, do you think that you deserve more money? Do you not agree with the decision to donate money to the selected charity? I would like to discuss this with you. You can call me directly at 212‐257‐6835 or email me back and we can schedule a time/date to speak. I look forward to speaking with you, Regards, Jeanne

Jeanne M. Christensen Partner

WIGDOR LLP 85 Fifth Avenue, New York, NY 10003

T: (212) 257‐6835 | Cell: (917) 868‐1727

[email protected] www.wigdorlaw.com

Please consider the environment before printing this e-mail

This communication may contain Confidential or Attorney-Client Privileged Information and/or Attorney Work Product. If you are not the addressee indicated in this message or its intended recipient (or responsible for delivery of the message to such person(s)), do not read, copy, or forward this message to anyone and, in such case, please immediately destroy or delete this message, including any copies hereof, and kindly notify the sender by reply e-mail, facsimile or phone. Thank you.


Exhibit 9


1

Elizabeth Chen

From: Jeanne M. ChristensenSent: Tuesday, April 18, 2017 6:05 PMTo: [email protected]: Elizabeth ChenSubject: Sephora, Settlement and Final Hearing

Lihan, Thanks for your email. In response to your request about information for the final hearing, the best place to check is online at: https://www.beautyinsidersettlement.com/ Please refer to the section entitled “Important Dates” that takes you to the fairness hearing date, time and location information. Specifically, the hearing is as follows: Date: May 25, 2017 Time: FINAL APPROVAL HEARING AT 1:30 p.m. Location: Courtroom 5, 17th Floor

U.S. District Court for the Norther District of California 450 Golden Gate Ave. San Francisco, CA 94102

Please be advised that you will have to go through security at the courthouse and you should arrive ahead of time in case there is a line. Let Liz and I know if there are any other questions that we can answer regarding this case and the settlement. You can also contact Dahl at 1‐888‐755‐9508 or their email at [email protected] Regards, Jeanne

Jeanne M. Christensen Partner

WIGDOR LLP 85 Fifth Avenue, New York, NY 10003

T: (212) 257‐6835 | Cell: (917) 868‐1727

[email protected] www.wigdorlaw.com


2

Please consider the environment before printing this e-mail

This communication may contain Confidential or Attorney-Client Privileged Information and/or Attorney Work Product. If you are not the addressee indicated in this message or its intended recipient (or responsible for delivery of the message to such person(s)), do not read, copy, or forward this message to anyone and, in such case, please immediately destroy or delete this message, including any copies hereof, and kindly notify the sender by reply e-mail, facsimile or phone. Thank you.
