notice of plaintiffs’ motion for award of attorneys’ … · {00292645 } white plains, new york...

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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

JESSE SACKIN, PETER HARRIS,

STEPHEN LUSTIGSON, NICHOLAS

MIUCCIO, and SARAH HENDERSON,

individually and on behalf of all others

similarly situated,

Plaintiffs,

v.

TRANSPERFECT GLOBAL, INC.,

Defendant.

Case No. 17-cv-1469 (LGS)

NOTICE OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES,

COSTS, EXPENSES, AND SERVICE AWARDS TO CLASS REPRESENTATIVES

Plaintiffs Jesse Sackin, Peter Harris, Stephen Lustigson, Nicholas Miuccio, and Sarah

Henderson (“Plaintiffs”) hereby respectfully move, pursuant to Fed. R. Civ. P. 23(h), for an

Order: (1) granting Class Counsel’s application for an award of reasonable attorneys’ fees in the

amount of $715,000 and reimbursement of actual expenses in the amount incurred at the time of

Plaintiff’s final approval motion (at least $14,514.72, which are Class Counsel’s unreimbursed

expenses to date, and up to $20,000); and (2) approving an service awards in the amount of

$3,500 per class representative.

In support of this motion, Plaintiffs submit the attendant memorandum in support and the

Declaration of Jeremiah Frei-Pearson.

Dated: June 11, 2018

White Plains, New York

FINKELSTEIN, BLANKINSHIP,

FREI-PEARSON & GARBER, LLP

By: /s/ Jeremiah Frei-Pearson

Jeremiah Frei-Pearson

Todd S. Garber

Chantal Khalil

445 Hamilton Ave, Suite 605

Case 1:17-cv-01469-LGS Document 56 Filed 06/11/18 of 2

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White Plains, New York 10601

Tel: (914) 298-3281

Fax: (914) 824-1561

[email protected]

[email protected]

[email protected]

Attorneys for Plaintiffs and the Proposed Class

Case 1:17-cv-01469-LGS Document 56 Filed 06/11/18 of 2

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similarly situated,

Plaintiffs,

v.


Defendant.


MEMORANDUM IN SUPPORT OF

PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES,

COSTS, EXPENSES, AND SERVICE AWARDS TO CLASS REPRESENTATIVES

Case 1:17-cv-01469-LGS Document 57 Filed 06/11/18 Page 1 of 31

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TABLE OF CONTENTS

TABLE OF AUTHORITIES…………………………………………………………..………….ii

INTRODUCTION ...............................................................................................................1

FACTUAL AND PROCEDURAL BACKGROUND.........................................................3

ARGUMENT .......................................................................................................................3

The Requested Fee is Fair, Reasonable, and Justified. ............................................3

Legal Standard .............................................................................................3

Class Counsel Exhibited Outstanding Skill

And Quality Throughout The Course Of Litigating The Action. ................5

The Litigation Was Risky And Complex.....................................................7

Public Policy Considerations Favor Approving The Requested Fee. ........10

The Requested Fee Award Is Appropriate

Under The Percentage Of The Fund Method. ............................................11

A Lodestar Cross-Check Confirms

The Reasonableness Of The Requested Fee Award. .................................15

a. Class Counsel’s Expended A

Reasonable Number Of Hours………………………...…………15

b. Class Counsel’s Rates Are Reasonable…………………………..18

c. Class Counsel’s Positive Multiplier Is Appropriate……………...19

Class Counsel’s Request For Expenses Is Reasonable ..........................................20

The Requested Service Awards For

The Class Representatives Are Reasonable ...........................................................21

CONCLUSION ................................................................................................................ 23


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TABLE OF AUTHORITIES

Cases

Bd. of Trustees of AFTRA Ret. Fund v. JPMorgan Chase Bank, N.A.,

No. 09-686, 2012 WL 2064907 (S.D.N.Y. June 7, 2012) .................................................. 15, 22

Beck v. McDonald,

848 F.3d 262 (4th Cir. 2017) ...................................................................................................... 8

Bellino v. JPMorgan Chase Bank, N.A.,

No. 14-03139 (S.D.N.Y. Nov. 9, 2017) .................................................................................... 18

Blum v. Stenson,

465 U.S. 886 (1984) .................................................................................................................. 18

Castillo v. Seagate Tech., LLC,

No. 16-01958 (N.D. Cal.) ..................................................................................................... 6, 18

City of Detroit v. Grinnell Corp.,

495 F.2d 448 (2d Cir. 1974)........................................................................................................ 8

City of Providence v. Aeropostale, Inc.,

No. 11-7132, 2014 WL 1883494 (S.D.N.Y. May 9, 2014) ........................................................ 9

City of Riverside v. Rivera,

477 U.S. 561 (1986) .................................................................................................................. 14

Curry v. AvMed, Inc.,

No. 10-24513 (S.D. Fla.) .......................................................................................................... 14

deMunecas v. Bold Food. LLC,

No. 09-00440, 2010 WL 3322580 (S.D.N.Y. Aug. 23, 2010) .................................................. 19

Farbotko v. Clinton Cty. of N.Y.,

433 F.3d 204 (2d Cir. 2005)...................................................................................................... 18

Fleisher v. Phoenix Life Ins. Co.,

No. 11-8405, 2015 WL 10847814 (S.D.N.Y. Sept. 9, 2015) ............................................. 11, 13

Flores v. One Hanover, LLC,

No. 13-5184, 2014 WL 2567912 (S.D.N.Y. June 9, 2014) ...................................................... 10


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Frank v. Eastman Kodak Co.,

228 F.R.D. 174 (W.D.N.Y. 2005) ............................................................................................. 21

Goldberger v. Integrated Res., Inc.,

209 F.3d 43 (2d Cir. 2000)................................................................................................. passim

Goldemberg v. Johnson & Johnson Consumer Cos., Inc.,

No. 13-3073 (S.D.N.Y. Nov. 1, 2017) ...................................................................................... 18

Gonzalez v. Pritzker,

No. 10-3105, 2016 WL 5395905 (S.D.N.Y. Sept. 20, 2016) ................................................... 21

Hillis v. Equifax Consumer Servs., Inc.,

No. 104-3400, 2007 WL 1953464 (N.D. Ga. June 12, 2007) ................................................... 12

In re Am. Bank Note Holographics, Inc.,

127 F. Supp. 2d 418 (S.D.N.Y. 2001)....................................................................................... 20

In re Colgate-Palmolive Co. ERISA Litig.,

36 F. Supp. 3d 344 (S.D.N.Y. 2014).................................................................................. passim

In re Countrywide Fin. Corp. Customer Data Sec. Breach Litig.,

No. 08-01998, 2010 WL 3341200 (W.D. Ky. Aug. 23, 2010) ................................................. 17

In re EVCI Career Colleges Holding Corp. Sec. Litig.,

No. 05-10240, 2007 WL 2230177 (S.D.N.Y. July 27, 2007) ................................................... 20

In re Excess Value Ins. Coverage Litig.,

598 F. Supp. 2d 380 (S.D.N.Y. 2005)....................................................................................... 14

In re Flag Telecom Holdings Ltd. Sec. Litig.,

No. 02-3400, 2010 WL 4537550 (S.D.N.Y. Nov. 8, 2010) ........................................................ 9

In re Hannaford Bros. Co. Customer Data Sec. Breach Litig.,

293 F.R.D. 21 (D. Me. 2013) ...................................................................................................... 9

In re Honest Mktg. Litig.,

No. 16-01125, 2017 WL 8780329 (S.D.N.Y. Dec. 8, 2017) .................................................... 21

In re Marsh ERISA Litig.,

265 F.R.D. 128 (S.D.N.Y. 2010) ........................................................................................ 20, 22

In re Merrill Lynch Tyco Research Sec. Litig.,

249 F.R.D. 124 (S.D.N.Y. 2008) ................................................................................................ 7


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In re MetLife Demutualization Litig.,

689 F. Supp. 2d 297 (E.D.N.Y. 2010) ........................................................................................ 7

In re Online DVD-Rental Antitrust Litig.,

779 F.3d 934 (9th Cir. 2015) .................................................................................................... 22

In re Target Corp. Customer Data Security Breach Litig.,

No. 14-02522 (D. Minn.) .................................................................................................... 14, 15

In re Telik, Inc. Sec. Litig.,

576 F. Supp. 2d 570 (S.D.N.Y. 2008)....................................................................................... 19

In re TJX Companies Retail Sec. Breach Litig.,

246 F.R.D. 389 (D. Mass. 2007) ................................................................................................. 9

In re TJX Companies Retail Sec. Breach Litig.,

584 F. Supp. 2d 395 (D. Mass. 2008) ................................................................................... 9, 17

In re Veeco Instruments Inc. Sec. Litig.,

No. 05-01695, 2007 WL 4115808 (S.D.N.Y. Nov. 7, 2007) ...................................................... 8

In re Visa Check/Mastermoney Antitrust Litig.,

No. 96-5238, 2009 WL 3367059 (E.D.N.Y. Oct. 15, 2009) ..................................................... 18

In re WorldCom, Inc. Sec. Litig.,

388 F. Supp. 2d 319 (S.D.N.Y. 2005)....................................................................................... 10

In re Yahoo Mail Litig.,

No. 13-4980, 2016 WL 4474612 (N.D. Cal. Aug. 25, 2016) ................................................... 22

Johansson-Dohrmann v. Cbr Sys., Inc.,

No. 12-1115, 2013 WL 3864341, (S.D. Cal. July 24, 2013) .............................................. 12, 22

Lindy Bros. Builders of Philadelphia v. Am. Radiator & Standard Sanitary Corp.,

540 F.2d 102 (3d Cir. 1976).................................................................................................... 6, 7

Masters v. Wilhelmina Model Agency, Inc.,

473 F.3d 423 (2d Cir. 2007)...................................................................................................... 12

McCoy v. Health Net, Inc.,

569 F. Supp. 2d 448 (D.N.J. 2008) ........................................................................................... 14

Miltland Raleigh-Durham v. Myers,

840 F.Supp. 235 (S.D.N.Y. 1993) ...................................................................................... 20, 21


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MSC Mediterranean Shipping Co. Holding S.A. v. Forsyth Kownacki LLC,

No. 16-8103, 2017 WL 1194372 (S.D.N.Y. Mar. 30, 2017) .................................................... 19

Parker Hannifin Corp. v. N. Sound Properties, No.,

10-6359, 2013 WL 3527761 (S.D.N.Y. July 12, 2013) ............................................................ 10

Parker v. Jekyll & Hyde Entm’t Holdings. L.L.C.,

No. 08-7670, 2010 WL 532960 (S.D.N.Y. Feb. 9, 2010)......................................................... 19

Reilly v. Ceridian Corp.,

664 F.3d 38 (3d Cir. 2011).......................................................................................................... 8

Reyes v. Altamarea Grp. LLC,

No. 10-6451, 2011 WL 4599822 (S.D.N.Y. Aug. 16, 2011) .............................................. 10, 21

St. Joseph Health System Medical Information Cases,

JCCP No. 4716 (Cal. Sup. Ct.) ....................................................................................... 9, 18, 22

Staton v. Boeing Co.,

327 F.3d 938 (9th Cir. 2003) .................................................................................................... 14

Strougo v. Bassini,

258 F. Supp. 2d 254 (S.D.N.Y. 2003)....................................................................................... 22

Teachers’ Ret. Sys. of Louisiana v. A.C.L.N., Ltd.,

No. 01-11814, 2004 WL 1087261 (S.D.N.Y. May 14, 2004) .................................................. 20

Velez v. Novartis Pharm. Corp.,

No. 04-09194, 2010 WL 4877852 (S.D.N.Y. Nov. 30, 2010) ............................................ 11, 13

Vizcaino v. Microsoft Corp.,

290 F.3d 1043 (9th Cir. 2002) .................................................................................................. 14

Wal-Mart Stores, Inc. v. Visa U.S.A. Inc.,

396 F.3d 96 (2d Cir. 2005).......................................................................................................... 4

Statutes

N.Y. LABOR LAW § 203-d ............................................................................................................... 6

Rules

FED. R. CIV. P. 23(h) ....................................................................................................................... 3


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Other Authorities

An Empirical Study of Class Action Settlements and Their Fee Awards,

7 J. EMPIRICAL LEGAL STUD. 811 (2010) .................................................................................. 19

Attorneys’ Fees and Expenses in Class Actions: 2009-2013,

92 NEW YORK UNIVERSITY LAW REVIEW 937 (2017) .................................................. 11, 12, 19


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INTRODUCTION

Plaintiffs Jesse Sackin, Peter Harris, Stephen Lustigson, Nicholas Miuccio, and Sarah

Henderson (“Plaintiffs” or “Class Representatives”) have secured outstanding benefits for

Defendant TransPerfect Global, Inc.’s (“TransPerfect” or “Defendant”) approximately 4,884

current and former employees whose Form W-2 data and/or payroll information was

compromised as a result of the Data Breach (“Class Members”).1 As detailed in the Settlement

Agreement, TransPerfect will offer Class Members an additional three years of Experian’s Credit

Plus 3-Bureau identity theft protection plan at no cost to Class Members, resulting in an

aggregate of five years of credit and identity theft monitoring services. The Experian Credit Plus

3-Bureau includes: (i) three-bureau credit monitoring alerts; (ii) dark web surveillance alerts; (iii)

daily credit reports; (iv) up to $1 million in identity theft insurance; and (v) fraud resolution

support. Plaintiffs estimate that the Experian Credit Plus 3-Bureau protection is valued at

approximately $3.515 million to the Class – and the value could reach over $4.8 billion if every

Class Member claimed the maximum amount of available identity theft insurance.2

In addition, TransPerfect will reimburse all Class Members for documented out-of-pocket

costs as a result of the Data Breach that are not otherwise reimbursable through the Experian

plans, up to $4,000 per class member. This “backstop” protection offers potential coverage of

$19.536 million to protect Class Members. Class Members will also directly benefit from

business practice changes that require TransPerfect to deploy specific data security measures to

1 For the purposes of this memorandum, Plaintiffs adopt the definitions set forth in the

Settlement Agreement, which is attached as Exhibit 1 to the Declaration of Jeremiah Frei-

Pearson (“Frei-Pearson Decl.”). The Court preliminarily approved the Settlement Agreement on

March 13, 2018. ECF No. 55.

2 The most equivalent identity theft protection plan Experian offers to consumers is the

IdentityWorks Premium plan, which costs $19.99 per month.


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protect Class Members’ personally identifiable information (“PII”) in the future. In fact, it is

unlikely that Plaintiffs could have obtained more for the Class had they prevailed at trial.

As compensation for its attorneys’ work, and in recognition of the risks it faced and the

significant investment it made, Finkelstein, Blankinship, Frei-Pearson & Garber, LLP (“FBFG”

or “Class Counsel”) requests $715,000 in fees and, at least $14,514.72 and up to $20,000 in

costs.3 Unlike most common fund settlements, Defendant agreed to pay Class Counsel’s fees

and expenses and Plaintiffs’ service awards separate and apart from the benefits to the Class.

Thus, the requested awards will not reduce the value of the Settlement to the Class.

By any measure, Class Counsel’s requested fees are reasonable and justified. The

requested fees are a fraction of the Settlement’s estimated value,4 far less than the 25-33%

standard courts typically use when allocating attorneys’ fees.

To date, Class Counsel has devoted approximately 883.1 hours with a lodestar value of

$446,630 and have incurred $14,514.72 in unreimbursed expenses to achieve the excellent result

here.5 These fees and costs were incurred as a result of intensive pre- and post-filing

investigation that included personally interviewing numerous Class Members, aggressive motion

practice, nuanced legal arguments, formal and informal discovery, and mediation and settlement

3 Class Counsel has incurred $14,514.72 in unreimbursed expenses to date. Class Counsel expects

to incur additional costs and will update its request for costs prior to the final approval hearing.

4 Attorneys’ fees as a percentage of the Settlement value ranges from 3.7% to infinitesimally small

if the Settlement value credits the $1 million in Experian monitoring services made available to

each Class Member.

Assuming no workers claim the $1 million insurance from Equifax, the value of the Settlement is

approximately $23,051,000.

5 Class Counsel will incur additional fees and expenses in moving for final approval and in

continuing to communicate with Class Members.


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negotiation process. Measured by lodestar, Class Counsel’s requested fees – representing a

below-average lodestar compared to similar data breach cases – are clearly justified.

Plaintiffs’ request for Class Representative service awards of $3,500 is also justified by the

nature of the case and work performed, and is commensurate with awards in similar cases.

Accordingly, and for the reasons articulated below, Plaintiffs respectfully request that the

court award the requested attorneys’ fees, costs, expenses, and Class Representative service

awards.

FACTUAL AND PROCEDURAL BACKGROUND

Plaintiffs will set forth the factual background and procedural history in their motion for

final approval that will be filed on July 26, 2018. For the purposes of brevity, Plaintiffs will not

repeat that information here.

ARGUMENT

The Requested Fee is Fair, Reasonable, and Justified.

In a successful class action, Rule 23(h) permits the Court to “award reasonable attorney’s

fees and nontaxable costs that are authorized by law or by the parties’ agreement.” FED. R. CIV.

P. 23(h). The proposed Settlement Agreement permits Class Counsel to seek attorneys’ fees and

reimbursement of expenses of no more than $715,000 and $20,000, respectively. Settlement

Agreement, ¶ 10. Class Counsel respectfully seek fees of $715,000 and will update their cost

request prior to final approval. The requested award is fair, reasonable, and justified.

Legal Standard

Pursuant to Rule 23, the “attorneys whose efforts created the fund are entitled to a

reasonable fee – set by the court – to be taken from the fund.” In re Colgate-Palmolive Co.

ERISA Litig., 36 F. Supp. 3d 344, 347-48 (S.D.N.Y. 2014) (Schofield, J.) (quoting Goldberger v.


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Integrated Res., Inc., 209 F.3d 43, 47 (2d Cir. 2000)). “What constitutes a reasonable fee is

properly committed to the sound discretion of the district court . . . and will not be overturned

absent an abuse of discretion . . . .” Id.

According to the Second Circuit, District Courts may use one of two methods to

determine what constitutes a reasonable attorneys’ fee: the “percentage of the fund” method and

the “lodestar” method. Id. at 347-48 (quoting Goldberger, 209 F.3d at 50). Courts favor is the

“percentage of the fund” method. See In re Colgate-Palmolive Co. ERISA Litig., 36 F. Supp. 3d

at 348 (citing Wal-Mart Stores, Inc. v. Visa U.S.A. Inc., 396 F.3d 96, 121 (2d Cir. 2005)). Under

that method, the fee is a reasonable percentage of the total value of the settlement fund created

for the class. Id. (citing Goldberger, 209 F.3d at 47). This method “directly aligns the interests

of the class and its counsel and provides a powerful incentive for the efficient prosecution and

early resolution of litigation.” Id. (quoting Wal-Mart Stores, Inc., 396 F.3d at 121).

Under the “lodestar” method, the district court multiplies the reasonable hours billed by a

reasonable hourly rate to arrive at a presumptively reasonable fee. Id. at 348 (citing Goldberger,

209 F.3d at 47). The district court may then increase the lodestar using a multiplier based on

other factors such as the risk of the litigation or the quality of the attorneys. See Wal-Mart

Stores, Inc., 396 F.3d at 121 (citing Goldberger, 209 F.3d at 47). As compared to the percentage

method, the lodestar method creates “a disincentive to early settlements, tempts lawyers to run

up their hours, and compels district courts to engage in a gimlet-eyed review of the line-item fee

audits.” Id. (quoting Wal-Mart Stores, Inc. at 121).

Regardless of the method chosen, courts award attorneys’ fees based on an evaluation of

all of the circumstances of the case. The Second Circuit advises that the Courts evaluate

reasonableness based on the Goldberger factors: “(1) the time and labor expended by counsel;


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(2) the magnitude and complexities of the litigation; (3) the risk of the litigation . . .; (4) the

quality of representation; (5) the requested fee in relation to the settlement; and (6) public policy

considerations.” Id. at 347 (quoting Goldberger, 209 F.3d at 50).6

All of the factors set forth by the Second Circuit weigh strongly in favor of the

reasonableness of the requested attorneys’ fees here, as do both the percentage of the fund and

lodestar analyses.

Class Counsel Exhibited Outstanding Skill

And Quality Throughout The Course Of Litigating The Action.

Class Counsel is one of the leading data breach firms in the country and, together, its

attorneys have decades of experience litigating complex class actions. See FBFG Firm Resume,

Frei-Pearson Decl., Ex. 2. Class Counsel brought these skills to bear in this case, demonstrating

mastery of technical details about cybersecurity, including facts about TransPerfect’s security

mechanisms and industry standards. Class Counsel also exhibited in-depth knowledge of issues

related to identity theft and credit monitoring, including the emerging risks associated with theft

of PII and the most effective methods of mitigating risk.

From the outset, Class Counsel conducted extensive factual and legal research into the

claims and potential defenses in this matter, interviewed numerous class members, and

conducted extensive research into the dangers of identity theft and available credit monitoring

and identity theft protection plans. Id. at ¶ 8. Indeed, Class Counsel even obtained a declaration

from a former TransPerfect employee who was directly involved in the Data Breach, a document

that was helpful in maximizing settlement value. Id. at ¶ 10.

6 The time and labor expended by Class Counsel and the requested fee in relation to the

Settlement fund analyses are addressed in connection with the lodestar and percentage of the

fund analyses, respectively, to avoid unnecessary repetition.


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After drafting Plaintiffs’ comprehensive Complaint and Amended Complaint, ECF Nos.

1, 16, Class Counsel successfully opposed Defendant’s motion to dismiss (on standing and

statutory grounds). ECF Nos. 26, 37. Class Counsel’s understanding of the field was also

critical to drafting targeted discovery requests concerning technical topics, and to understanding

Defendant’s responses. Frei-Pearson Decl. ¶ 12.

Class Counsel prosecuted this case efficiently, but rigorously. Where necessary, Class

Counsel crafted novel arguments, not only in the context of the rapidly-developing data privacy

field, but also by alleging claims under N.Y. LABOR LAW § 203-d – a statute that, to the best of

Class Counsel’s knowledge, was previously untested. See generally ECF No. 16.

Furthermore, the value of the Settlement benefits also reflects Class Counsel’s skill and

effort. Goldberger, 209 F.3d at 55 (“[T]he quality of representation is best measured by results,

and that such results may be calculated by comparing ‘the extent of possible recovery with the

amount of actual verdict or settlement.’”) (quoting Lindy Bros. Builders of Philadelphia v. Am.

Radiator & Standard Sanitary Corp., 540 F.2d 102, 118 (3d Cir. 1976)). This was not a case in

which the parties settled easily. Even after a full-day mediation with Mr. David Geronemus of

JAMS in New York, the parties spent weeks continuing to negotiate. Frei-Pearson Decl. ¶ 14.

Notwithstanding, Class Counsel achieved superior results for the Class in far less time

relative to similar actions. For example, in Castillo v. Seagate Tech., LLC, No. 16-01958 (N.D.

Cal. Mar. 14, 2018), ECF No. 85, which took nearly a year longer to settle than the instant

action, the settlement provided for two years of monitoring services (as opposed to the three

years attained here) and $3,500 in backstop protections (as opposed to the $4,000 attained here).

See id. The only way in which the Seagate settlement is “stronger” than this Settlement is that

counsel in Seagate sought higher attorneys’ fees.


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The benefits offered in the Settlement are made even more valuable by their timeliness.

Frei-Pearson Decl. ¶ 24. Should the Settlement receive final approval, it will be available prior

to the original monitoring services’ expiration, thereby preventing lapses in coverage when Class

Members are most susceptible to fraud (as data breach victims are generally most vulnerable to

fraud in the years immediately following the breach). Id. Thus, the sooner Class Members

receive identity theft and credit monitoring protection services, the greater the value.

The quality of opposing counsel is also an indicator of Class Counsel’s quality. See, e.g.,

In re MetLife Demutualization Litig., 689 F. Supp. 2d 297, 362 (E.D.N.Y. 2010) (“Plaintiffs

were opposed in this litigation by highly skilled defense counsel well-versed in the defense of

complex civil cases. Counsel’s victories in opposing MetLife’s motions . . . clearly indicate the

skill with which the cases were prosecuted.”); In re Merrill Lynch Tyco Research Sec. Litig., 249

F.R.D. 124, 141 (S.D.N.Y. 2008) (acknowledging the high quality of defense counsel’s

representation). Defense counsel is highly skilled and experienced, as demonstrated by their

vigorous representation in this case. Frei-Pearson Decl. ¶ 7. In addition, defense counsel

devoted substantial resources to its defense. Id. Class Counsel’s ability to obtain a favorable

settlement despite the quality of work done by Defendant’s highly-resourced law firm is an

additional indicator of its skill and quality of work.

Accordingly, Class Counsel’s quality militates in favor of granting the requested fee

award.

The Litigation Was Risky And Complex.

Class Counsel’s fee request also appropriately reflects the inherent risks and financial

burden associated with this action and contingent litigation generally. Class Counsel provided

experienced, competent representation and obtained an eight-figure settlement for the Class


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Members, all while prosecuting the case on a contingency basis. Indeed, “the risk of non-

payment in complex cases, such as this one, is very real. There are numerous class actions in

which counsel expended thousands of hours and yet received no remuneration whatsoever

despite their diligence and expertise. There is no guarantee of reaching trial, and even a victory

at trial does not guarantee recovery.” In re Veeco Instruments Inc. Sec. Litig., No. 05-01695,

2007 WL 4115808, at *6 (S.D.N.Y. Nov. 7, 2007) (collecting cases). Class Counsel was

required to dedicate significant resources to this case, and has devoted 883.1 hours to litigating

this case and spent $14,514.72 in costs and other litigation expenses to date. Frei-Pearson Decl.

¶ 27.

As the Second Circuit explained:

No one expects a lawyer whose compensation is contingent upon his success to

charge, when successful, as little as he would charge a client who in advance had

agreed to pay for his services, regardless of success. Nor, particularly in

complicated cases producing large recoveries, is it just to make a fee depend solely

on the reasonable amount of time expended.

City of Detroit v. Grinnell Corp., 495 F.2d 448, 470 (2d Cir. 1974) (citation omitted).

The instant case presented extraordinary risk from its inception. Due to the novelty and

complexity of the data breach and privacy fields of law, there was no guarantee that Plaintiffs’

claims would survive a motion to dismiss. Indeed, many prior data breach cases were defeated

on motions to dismiss. See, e.g., Beck v. McDonald, 848 F.3d 262 (4th Cir. 2017) (dismissed for

lack of standing); Reilly v. Ceridian Corp., 664 F.3d 38 (3d Cir. 2011) (same).

While Plaintiffs’ case has survived Defendant’s motion to dismiss, it still faced numerous

hurdles. For instance, there was no guarantee that the Court would grant class certification to

Plaintiffs’ claims. Indeed, when Class Counsel initiated the present action, to the best of Class

Counsel’s knowledge, there was no federal court precedent granting class certification to victims


{00293072 } 9

in a data breach case other than for settlement purposes. See, e.g., In re Hannaford Bros. Co.

Customer Data Sec. Breach Litig., 293 F.R.D. 21 (D. Me. 2013) (denying class certification in

data breach case); In re TJX Companies Retail Sec. Breach Litig., 246 F.R.D. 389, 392 (D. Mass.

2007) (same); cf. Goldberger, 209 F.3d at 55 (“It is well-established that litigation risk must be

measured as of when the case is filed.”).7 While Plaintiffs believe that the Court would have

certified their claims, Defendant would have vigorously opposed certification, and there was a

significant risk that the Court would deny class certification in whole or in part. Also, even if the

Court were to certify the class, there is no guarantee the certification would survive through trial,

as Defendant might have sought decertification or modification of the class.

Following certification, Plaintiffs would continue to face a long road ahead. Defendant

would likely continue to challenge Plaintiffs’ ability to prove causation, damages, and the scope

of TransPerfect’s promise to protect PII (among other issues) at summary judgment and trial, or

on subsequent appeal. Due to the novelty of Plaintiffs’ damages theories, there was also a risk that

Plaintiffs would prevail on liability but establish only minor damages. See, e.g., City of Providence

v. Aeropostale, Inc., No. 11-7132, 2014 WL 1883494, at *15 (S.D.N.Y. May 9, 2014), aff’d sub

nom. Arbuthnot v. Pierson, 607 F. App’x 73 (2d Cir. 2015) (acknowledging the risks attendant to

proving damages where the precise amount is unsettled and may require expert testimony); In re

Flag Telecom Holdings Ltd. Sec. Litig., No. 02-3400, 2010 WL 4537550, at *28 (S.D.N.Y. Nov.

8, 2010) (holding that the burden in proving the extent of the class’ damages weighed in favor of

approving fee request).

7 At the time Class Counsel filed this case, Class Counsel was co-lead counsel in the only data

breach case where a contested class certification motion was granted. See St. Joseph Health System

Medical Information Cases, JCCP No. 4716, at 7 (Cal. Sup. Ct. Dec. 5, 2014), ECF No. 418.


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Class Counsel undertook considerable risk in litigating this matter for nearly sixteen

months to date on an entirely contingent basis while paying for all of the expenses incurred.

Ultimately, there was no guarantee that they would recover any amounts expended, and a

significant possibility that Class Counsel would neither be compensated for the time they

expended nor reimbursed for their expenses. Thus, the requested fee award is entirely reasonable

in light of the risks incurred by Class Counsel.

Public Policy Considerations Favor Approving The Requested Fee.

“Where relatively small claims can only be prosecuted through aggregate litigation, and

the law relies on prosecution by ‘private attorneys general,’ attorneys who fill [that role] must be

adequately compensated for their efforts.” Flores v. One Hanover, LLC, No. 13-5184, 2014 WL

2567912, at *8 (S.D.N.Y. June 9, 2014) (quoting Reyes v. Altamarea Grp. LLC, No. 10-6451,

2011 WL 4599822, at *7 (S.D.N.Y. Aug. 16, 2011)); accord Parker Hannifin Corp. v. N. Sound

Properties, No. 10-6359, 2013 WL 3527761, at *4 (S.D.N.Y. July 12, 2013) (“common-fund

awards are designed to encourage litigation by ‘private attorneys general’ as a means of

implementing the policies embodied in those statutes”); In re WorldCom, Inc. Sec. Litig., 388 F.

Supp. 2d 319, 359 (S.D.N.Y. 2005) (“In order to attract well-qualified plaintiffs’ counsel who are

able to take a case to trial, and who defendants understand are able and willing to do so, it is

necessary to provide appropriate financial incentives.”).

In the instant case, many Class Members lack the time and financial resources necessary

to be able to individually pursue long and protracted litigation at their own expense. Thus,

public policy favors the granting of attorneys’ fees sufficient to reward counsel for bringing these

actions and to encourage them to bring additional such actions.


{00293072 } 11

The Requested Fee Award Is Appropriate

Under The Percentage Of The Fund Method.

As discussed above, the prevailing method for evaluating attorneys’ fees in this Circuit is

the percentage of the fund approach. Under this method, courts assess whether the requested fee

is a reasonable percentage of the recovery obtained in the settlement. “‘The federal courts have

established that a standard fee in complex class action cases like this one, where plaintiffs’

counsel have achieved a good recovery for the class, ranges from 20 to 50 percent of the gross

settlement benefit,’ which includes the value of both monetary and nonmonetary relief, and

‘[d]istrict courts in the Second Circuit routinely award attorneys’ fees that are 30 percent or

greater.’” Fleisher v. Phoenix Life Ins. Co., No. 11-8405, 2015 WL 10847814, at *12 (S.D.N.Y.

Sept. 9, 2015) (quoting Velez v. Novartis Pharm. Corp., No. 04-09194, 2010 WL 4877852, at

*21 (S.D.N.Y. Nov. 30, 2010)); accord Theodore Eisenberg, Geoffrey P. Miller, & Roy

Germano, Attorneys’ Fees and Expenses in Class Actions: 2009-2013, 92 NEW YORK

UNIVERSITY LAW REVIEW 937, 950 (2017) (between 2009 and 2013, the mean and median fee

percentages in the Southern District of New York were 27% and 31%, respectively).

The Settlement Agreement directly benefits the class by providing comprehensive relief.

The credit monitoring services provide an extraordinary benefit for Class Members. Every Class

Member who signs up for credit monitoring will receive three years of Experian’s Credit Plus 3-

Bureau identity theft protection, worth approximately $719.64 in retail value ($19.99 a month for

thirty-six months), at no cost. Frei-Pearson Decl. ¶ 19.8 The Experian Credit Plus 3-Bureau plan

includes: (i) three-bureau credit monitoring alerts; (ii) dark web surveillance alerts; (iii) daily

8 The most equivalent identity theft protection plan Experian offers to consumers is the

IdentityWorks Premium plan, which costs $19.99 per month. Id.


{00293072 } 12

credit reports; (iv) up to $1 million in identity theft insurance; and (v) fraud resolution support.

Id. at ¶ 17.a.

Further, under the terms of the Settlement Agreement, each Class Member is also entitled

to up to $4,000 for reimbursement of out-of-pocket expenses incurred in connection with the

Data Breach that are not otherwise reimbursable through Experian. Id. at ¶ 17.d. Thus, any

“gaps” in protection by the Experian plan should be filled by the backstop. Id. Few Class

Members, if any, who take advantage of the Settlement will suffer any monetary harm from the

Data Breach. Id. at ¶ 22.

In similar cases, courts have calculated the value of a common fund for the purpose of

evaluating attorneys’ fees by multiplying the value of credit monitoring services times the total

number of class members plus funds available for reimbursement for identity theft-related out-

of-pocket expenses. For instance, in Johansson-Dohrmann v. Cbr Sys., Inc., the court calculated

the $114,251,187 value of the settlement by multiplying the parties’ valuation of the credit

monitoring (which had a retail value of $15.95 per month, or $382.80 over a 24-month period)

times the number of class members (“approximately 292,000”), plus the funds allocated for

reimbursement of out-of-pocket expenses related to identity theft. Johansson-Dohrmann v. Cbr

Sys., Inc., No. 12-1115, 2013 WL 3864341, *2, *9 (S.D. Cal. July 24, 2013). The court then

compared the requested fee award to its valuation of the settlement. Id. See also Hillis v.

Equifax Consumer Servs., Inc., No. 104-3400, 2007 WL 1953464 at *4-5 (N.D. Ga. June 12,

2007) (finding that settlement making class members eligible for three to six months of credit

monitoring at retail value of $8.95 per month resulted in potential value of in-kind benefits of

$100 to $221 million); cf. Masters v. Wilhelmina Model Agency, Inc., 473 F.3d 423, 437 (2d Cir.

2007) (holding that attorneys’ fees awards as a percentage of the fund must take into


{00293072 } 13

consideration the entirety of the fund made available, not just the portion received directly by

class members).

The Settlement Agreement’s injunctive relief, which requires upgrades to TransPerfect’s

cybersecurity and data practices, provides additional benefits to Class Members. Pursuant to the

Settlement Agreement, ¶ 5.4, TransPerfect agrees to implement and maintain: controls regarding

employee requests for W-2 Forms and payroll information; additional safeguards and training

concerning the storage, handling, and transfer of W-2 Forms, payroll information, and other

company records containing PII; install data loss prevention solution for Payroll and Human

Resources; tag all external incoming emails to the Payroll and Human Resources Departments

with cautionary language regarding unknown/unsolicited users; provide enhanced training to

employees on the company’s cybersecurity policies and procedures, including simulated

phishing exercises, and review of the most common threats: phishing, email compromise, social

engineering, password strength, and physical security; industry-tested and accepted email

security protocols, including but not limited to anti-malware, anti-spam, and anti-phishing

software; periodic review of data security practices; and ensure that no former employee will

receive a W-2 Form if they have not earned wages with TransPerfect for the year. These

comprehensive cybersecurity measures will remedy weaknesses in TransPerfect’s systems that

allowed for the Data Breach to occur.

“In calculating the overall settlement value for purposes of the ‘percentage of the

recovery’ approach, Courts include the value of . . . non-monetary benefits conferred on the

Class.” Fleisher, 2015 WL 10847814, at *15 (citing Velez, 2010 WL 4877852, at *8, *18).

Even if the value of the required injunctive relief is not quantifiable, “courts should consider the

value of the injunctive relief obtained [the requisite cybersecurity improvements] as a ‘relevant


{00293072 } 14

circumstance’ in determining what percentage of the common fund class counsel should receive

as attorneys’ fees.” In re Excess Value Ins. Coverage Litig., 598 F. Supp. 2d 380, 387 (S.D.N.Y.

2005) (quoting Staton v. Boeing Co., 327 F.3d 938, 974 (9th Cir. 2003)); accord McCoy v.

Health Net, Inc., 569 F. Supp. 2d 448, 478 (D.N.J. 2008) (including value of injunctive relief that

benefits the class in percentage-of-recovery calculation where “the value of the injunctive relief

cannot be precisely and mathematically ascertained as to each Class Member”).

Furthermore, the changes in TransPerfect’s data security benefit individuals beyond the

class because any new TransPerfect employee will receive the same added cybersecurity

protection. See Vizcaino v. Microsoft Corp., 290 F.3d 1043, 1049 (9th Cir. 2002) (considering

the benefits to non-class members and holding that “[i]ncidental . . . benefits conferred by the

litigation are a relevant circumstance.”); cf. City of Riverside v. Rivera, 477 U.S. 561, 572 (1986)

(courts may consider the public benefit of counsel’s efforts in determining reasonable attorneys’

fees).

According to this approach, the total value of the settlement here ranges from

approximately $23,051,0009 to approximately $4.8 billion, plus the added benefit of the

injunctive relief. Notwithstanding the extraordinary value conferred by the Settlement, Class

Counsel seeks a fee award of $715,000 – a mere 3.1% of a conservative valuation of the fund.10

9 The class size is estimated at 4,884 individuals and each Class Member is entitled to receive three

years of credit monitoring services (valued at $719.64 per person) and up to $4,000 in backstop

reimbursement for out-of-pocket identity theft-related expenses.

10 Awards in similar actions likewise demonstrate that the requested fee award is reasonable. In

In re Target Corp. Customer Data Security Breach Litigation, for instance, the court approved

an award of $6.75 million for attorneys’ fees, costs, and expenses, which was 29% of the

combined value of the settlement in a data breach affecting a class of more than forty million

consumers whose credit and debit card information was stolen, and more than sixty million

consumers whose PII was stolen. No. 14-02522, at 8 (D. Minn. Nov. 11, 2015), ECF No. 645.


{00293072 } 15

Given that Plaintiffs’ requested fee award is far below the range of reasonable percentage of the

fund benchmarks, and all relevant considerations counsel in favor of a higher than average fee

award, the requested fee award is reasonable under the percentage of the fund analysis.

A Lodestar Cross-Check Confirms

The Reasonableness Of The Requested Fee Award.

Courts in the Second Circuit often perform a lodestar cross-check to ensure that an

otherwise reasonable percentage fee would not lead to a windfall. In re Colgate-Palmolive Co.

ERISA Litig., 36 F. Supp. 3d 344, 353 (S.D.N.Y. 2014). As described above, the lodestar method

consists of multiplying counsel’s reasonable hours by a reasonable billing rate, which effectively

subsumes the last Goldberger factor (the time and labor expended by counsel). Id. “Of course,

where the lodestar is used as a mere cross-check, the hours documented by counsel need not be

exhaustively scrutinized by the district court.” Bd. of Trustees of AFTRA Ret. Fund v. JPMorgan

Chase Bank, N.A., No. 09-686, 2012 WL 2064907, at *2 (S.D.N.Y. June 7, 2012) (quoting

Goldberger, 209 F.3d at 50). Performing the lodestar cross-check here confirms that the fee

requested by Class Counsel is reasonable and should be approved.

The court accepted class counsel’s $23,320,816 valuation of the total settlement, which included

the $10 million settlement fund for identity theft-related expenses, approximately $6.5 million in

notice and administrative costs, and $6.75 million in attorney’s fees and expenses. Target, No.

14-02522, ECF No. 645 at 8; Id., at 35 (July 10, 2015), ECF No. 482; Id., at 94-96 (Mar. 18,

2015), ECF No. 358-1. Notably, the Target settlement included limited reimbursements and

injunctive relief, and no credit monitoring. Id. at 13-14. Likewise, in Curry v. AvMed, Inc., the

court approved a fee award of $750,000, which was 25% of the value of the settlement in a data

breach action. No. 10-24513, at 4 (S.D. Fla. Feb. 28, 2014), ECF No. 91. The settlement itself

consisted of a reversionary fund that permitted reimbursements of out-of-pocket expenses and

injunctive relief, and did not provide for any monitoring services. Id., at 16-17 (Jan. 23, 2014),

ECF No. 85. Unlike this case, neither Target nor AvMed required specific and comprehensive

improvements to cybersecurity, nor did they offer comprehensive credit and identity theft

monitoring. Under the analysis used in Target and AvMed, Class Counsel would be entitled to

substantially more than the $715,000 in fees it seeks.


{00293072 } 16

a. Class Counsel’s Expended A Reasonable Number Of Hours.

Class Counsel prosecuted this action both diligently and efficiently. This efficiency is

enhanced because Class Counsel reviewed its time records and exercised billing judgment,

removing any potentially duplicative time, including the removal of all staff time. Frei-Pearson

Decl. ¶ 30.

As part of its independent investigation, which began before the filing of the initial

Complaint, Class Counsel conducted extensive factual and legal research into the claims and

potential defenses in this matter, interviewed numerous potential class members, and conducted

extensive research into the dangers of identity theft and available credit monitoring and identity

theft protection plans. Id. at ¶ 8. In addition, Class Counsel researched publicly available

materials and other similar litigation. Id. Class Counsel then prepared a complaint on behalf of

the Class, which encompassed Class Counsel’s thorough research and alleged complex and

innovative arguments. Id. at ¶ 9.

Following preliminary research and filing the Complaint, Class Counsel diligently

pursued discovery. In doing so, Class Counsel propounded comprehensive written sets of

discovery on Defendant, interviewed witnesses, collected, reviewed, and produced documents

from Plaintiffs in response to TransPerfect’s discovery requests, and reviewed hundreds of pages

of documents produced by TransPerfect. Id. at ¶ 10. Class Counsel spoke with numerous

witnesses and met with and obtained a declaration from a former TransPerfect employee who

was directly involved in the Data Breach. Id. Class Counsel subsequently successfully opposed

Defendant’s motion to dismiss. Id. at ¶ 11. Class Counsel was working on class certification

when the parties reached settlement. Id.

The settlement negotiations and the process of documenting the Settlement were hard


{00293072 } 17

fought. Prior to formal mediation, the parties had direct settlement talks and then held a

teleconference with Mr. David Geronemus, who mediated the case. On November 7, 2017, the

parties attended a full-day mediation before Mr. Geronemus, for which they submitted detailed

mediation briefs. Frei-Pearson Decl. ¶ 14. Thereafter, the parties negotiated for several weeks

before finalizing the Settlement. Id. Class Counsel then did the work necessary to obtain

preliminary approval. Class Counsel has spent significant additional time amending the

Settlement’s exhibits pursuant to the Court’s guidance, shepherding this case through the

approval process, and fielding regular inquiries from Class Members. Id.at ¶ 15.

The 883.1 hours expended on the above tasks are reasonable and compare favorably to

the hours submitted by counsel in class actions of comparable duration involving a technical data

breaches. For example, in In re TJX Companies Retail Sec. Breach Litig., 584 F. Supp. 2d 395

(D. Mass. 2008), a data breach class action, class counsel billed over 5,000 hours in filing a

consolidated complaint, opposing a motion to dismiss (that was pending when the parties

settled), and in negotiating and obtaining approval of a settlement. Indeed, Judge Young

awarded a 1.97 multiplier on top of a lodestar of $3.3 million, bringing TJX class counsel’s fees

to $6.5 million. Similarly, in In re Countrywide Fin. Corp. Customer Data Sec. Breach Litig.,

No. 08-01998, 2010 WL 3341200, at *10 (W.D. Ky. Aug. 23, 2010), another data breach class

action, class counsel billed 11,453 hours in shepherding the case through the MDL and

settlement process and reaching resolution prior to a decision on the motion to dismiss. Judge

Russell awarded a multiplier on top of a lodestar of $2.9 million, bringing class counsel’s fees to

$3.5 million.

All told, Class Counsel’s 883.1 hours worked is reasonable, as Class Counsel appears to

have worked substantially more efficiently than counsel in other data breach cases like TJX and


{00293072 } 18

Countrywide. Class Counsel’s lodestar is not excessive, and does not reflect duplicative or

unnecessary work.

Accordingly, Class Counsel respectfully submits that the time it devoted to prosecuting

this case is reasonable.

b. Class Counsel’s Rates Are Reasonable.

Class Counsel’s hourly rates, which range from $350 to $800 for attorneys are also

reasonable. Counsel are entitled to their requested hourly rates if those rates are within the range

of rates charged by and awarded to attorneys of comparable experience, reputation, and ability

for similar work, i.e., complex class action litigation. See, e.g., Farbotko v. Clinton Cty. of N.Y.,

433 F.3d 204, 208 (2d Cir. 2005) (“A reasonable hourly rate is ‘the rate prevailing in the

[relevant] community for similar services by lawyers of reasonably comparable skill, experience,

and reputation.’” (quoting Blum v. Stenson, 465 U.S. 886, 896 n.11 (1984))); cf. In re Visa

Check/Mastermoney Antitrust Litig., No. 96-5238, 2009 WL 3367059, at *19 (E.D.N.Y. Oct. 15,

2009) (giving weight to the court’s prior approval of counsel’s hourly rate).

Here, Class Counsel’s hourly rates have been approved by many other courts, including

in data breach litigations, and are consistent with those of other attorneys engaged in similar

complex class action litigation. See, e.g., Bellino v. JPMorgan Chase Bank, N.A., No. 14-03139,

at 9 (S.D.N.Y. Nov. 9, 2017), ECF No. 141 (holding that FBFG’s hourly rates are reasonable and

granting the requested fee award); Goldemberg v. Johnson & Johnson Consumer Cos., Inc., No.

13-3073, at 7 (S.D.N.Y. Nov. 1, 2017), ECF No. 132 (same); Castillo v. Seagate Tech., LLC, No.

16-01958, *3-*4 (N.D. Cal. Mar. 14, 2018), ECF No. 85 (holding that Class Counsel’s rates,

including FBFG’s rates, “are consistent with market rates and reasonable in light of [Class

Counsel’s] skill, experience, and expertise” and granting the requested fee award); St. Joseph


{00293072 } 19

Health System Medical Information Cases, JCCP No. 4716, at 7 (Cal. Sup. Ct. Feb. 3, 2016),

ECF No. 744 (approving FBFG’s rates in a data breach class action); Frei-Pearson Decl. ¶¶ 31-

32; see also MSC Mediterranean Shipping Co. Holding S.A. v. Forsyth Kownacki LLC, No. 16-

8103, 2017 WL 1194372, at *3 (S.D.N.Y. Mar. 30, 2017) (Schofield, J.) (approving hourly rates

of over $1,000 an hour as “not uncommon” in complex litigation). Accordingly, Class Counsel’s

hourly rates are reasonable.

c. Class Counsel’s Positive Multiplier Is Appropriate.

The requested lodestar multiplier here is approximately 1.6, which is below the mean

multiplier in this Circuit. See Theodore Eisenberg, Geoffrey P. Miller, & Roy Germano,

Attorneys’ Fees and Expenses in Class Actions: 2009-2013, 92 NEW YORK UNIVERSITY LAW

REVIEW 937, 950 (2017) (between 2009 and 2013, the mean multiplier in the Second Circuit was

1.93); but see In re Colgate-Palmolive Co. ERISA Litig., 36 F. Supp. 3d at 353 (noting that

“cases identifying multipliers are self-selected to report low multipliers”) (citing Brian T.

Fitzpatrick, An Empirical Study of Class Action Settlements and Their Fee Awards, 7 J.

EMPIRICAL LEGAL STUD. 811, 834 n.80 (2010)); In re Telik, Inc. Sec. Litig., 576 F. Supp. 2d 570,

590 (S.D.N.Y. 2008) (“In contingent litigation, lodestar multiples of over 4 are routinely

awarded by courts, including this Court.”) (collecting cases).

Furthermore, the attorney’s fees award is also meant to compensate Class Counsel’s

ongoing commitment to Plaintiffs and the Class. See deMunecas v. Bold Food. LLC, No. 09-

00440, 2010 WL 3322580, at *10 (S.D.N.Y. Aug. 23, 2010) (“The fact that Class Counsel’s fee

award will not only compensate them for time and effort already expended, but for time that they

will be required to spend administering the settlement going forward also supports their fee

request . . .”); Parker v. Jekyll & Hyde Entm’t Holdings. L.L.C., No. 08-7670, 2010 WL 532960,


{00293072 } 20

at *2 (S.D.N.Y. Feb. 9, 2010) (“[A]s class counsel is likely to expend significant effort in the

future implementing the complex procedure agreed upon for collecting and distributing the

settlement funds, the multiplier will diminish over time.”). Class Counsel expects to spend at

least an additional fifty additional hours preparing and filing the motion for final approval,

responding to Class Member inquiries, attending the fairness hearing, and tending to claims

administration issues. Class Counsel is amenable to providing the Court (or any party) with an

updated lodestar following the forthcoming final approval motion, should the Court (or any

party) desire.

In light of the relevant circumstances described above, Class Counsel’s positive

multiplier is appropriate.

Class Counsel’s Request For Expenses Is Reasonable.

“It is well accepted that counsel who create a common fund are entitled to the

reimbursement of expenses that they advanced to a class.” In re Flag Telecom Holdings, Ltd.

Sec. Litig., No2010 WL 4537550, at *30 (citing Teachers’ Ret. Sys. of Louisiana v. A.C.L.N.,

Ltd., No. 01-11814, 2004 WL 1087261, at *6 (S.D.N.Y. May 14, 2004); In re Am. Bank Note

Holographics, Inc., 127 F. Supp. 2d 418, 430 (S.D.N.Y. 2001)). “Courts in the Second Circuit

normally grant expense requests in common fund cases as a matter of course.” Id. (citing In re

EVCI Career Colleges Holding Corp. Sec. Litig., No. 05-10240, 2007 WL 2230177, at *18

(S.D.N.Y. July 27, 2007)); cf. In re Marsh ERISA Litig., 265 F.R.D. 128, 150 (S.D.N.Y. 2010)

(“Attorneys may be compensated for reasonable out-of-pocket expenses incurred and

customarily charged to their clients.”) (ordering reimbursement of requested expenses) (quoting

Miltland Raleigh-Durham v. Myers, 840 F.Supp. 235, 239 (S.D.N.Y. 1993)).

Class Counsel reasonably incurred $14,514.72 in expenses in connection with the


{00293072 } 21

prosecution of this action. Frei-Pearson Decl. ¶ 33. These expenses are of a type that law firms

typically bill to their clients, such as electronic research on Westlaw, filing fees, PACER

charges, and postage. Id. All of these expenses are typical and necessary expenses in complex

class actions, and therefore merit reimbursement. Id. Class Counsel anticipates that it will incur

additional expenses and will inform the Court of those expenses prior to the final approval

hearing. Id.

The Requested Service Awards For

The Class Representatives Are Reasonable.

Providing service awards (also known as incentive awards) to individuals who come

forward to represent a class is a necessary and important component of any class action

settlement. “Service awards are common in class action cases and serve to compensate plaintiffs

for the time and effort expended in assisting the prosecution of the litigation, the risks incurred

by becoming and continuing as a named plaintiff, and any other burdens sustained by the

plaintiffs.” Gonzalez v. Pritzker, No. 10-3105, 2016 WL 5395905, at *5 (S.D.N.Y. Sept. 20,

2016) (awarding $10,000 awards to each of ten named plaintiffs) (citing Reyes, 2011 WL

4599822, at *9). Additionally, in the employment context, workers are often blacklisted if they

are considered “trouble makers,” and plaintiffs who sue their employers leave themselves

particularly vulnerable to retaliation. See Frank v. Eastman Kodak Co., 228 F.R.D. 174, 187-88

(W.D.N.Y. 2005).

Here, Plaintiffs seek $3,500 awards each, which is well below amounts courts in the

Second Circuit ordinarily grant in similarly complex class actions. See, e.g., In re Honest Mktg.

Litig., No. 16-01125, 2017 WL 8780329, at *2 (S.D.N.Y. Dec. 8, 2017) (awarding each of each

of nine named plaintiffs $5,000 in light of the risks they faced commencing the action, time and

effort spent assisting counsel litigate, and their public interest service); In re Colgate-Palmolive


{00293072 } 22

Co. ERISA Litig., 36 F. Supp. 3d at 354 (award $5,000 to each of six named plaintiffs who

“reviewed draft pleadings and motions, searched for and produced relevant documents, reviewed

filings, and communicated regularly with Class Counsel”); Bd. of Trs. of AFTRA Ret. Fund v.

JPMorgan Chase Bank, N.A., No. 09-686, 2012 WL 2064907, at *3 (S.D.N.Y. June 7, 2012)

(awarding $50,000 to each of the three named class representatives); In re Marsh ERISA Litig.,

265 F.R.D. 128, 151 (S.D.N.Y. 2010) (awarding case contribution awards in the amount of

$15,000 to each of the three named plaintiffs); Strougo v. Bassini, 258 F. Supp. 2d 254, 264

(S.D.N.Y. 2003) (collecting cases and granting an award of $15,000 to class representative).

The $3,500 service awards are likewise well below the amounts courts have awarded in

similar data breach class actions. See, e.g., In re Yahoo Mail Litig., No. 13-4980, 2016 WL

4474612, at *11-*12 (N.D. Cal. Aug. 25, 2016) (awarding $5,000 per class representative in data

privacy action (citing In re Online DVD-Rental Antitrust Litig., 779 F.3d 934, 947-48 (9th Cir.

2015))); St. Joseph Health System Medical Information Cases, JCCP No. 4716, ECF No. 744 at

7 (approving incentive awards ranging from $8,750 to $15,000 in data breach action);

Johansson-Dohrmann, 2013 WL 3864341, *12 (holding that “the $5,000 incentive award is

within the acceptable range of approval” in data breach case).

Each Plaintiff here invested time into this litigation. See Frei-Pearson Decl. ¶ 35. They

took personal time to regularly communicate with Class Counsel, respond to Defendant’s

interrogatories and requests for production, search for and produce relevant evidence, review and

approve the complaints for filing, kept abreast of the litigation for over a year, and were actively

involved in the settlement process. Id. Plaintiffs also undertook immense reputational risk by

prosecuting their former employer. Id. This sacrifice was made to support a case in which they

had a relatively modest personal interest, but that has provided benefits to thousands of Class


{00293072 } 23

Members and the general public nationwide, and warrants the Court’s approval of the requested

service awards. Given their contribution to the successful prosecution of this action, taking on

the burden of challenging their former employer, Plaintiffs should each be granted well-deserved

service awards of $3,500.

CONCLUSION

For the foregoing reasons, Plaintiffs respectfully request that the instant Motion be

granted, and that Class Counsel be awarded its requested $715,000 in attorneys’ fees and up to

$20,000 in costs, and Plaintiffs their requested service awards of $3,500 each.


{00293072 } 24

Dated: June 11, 2018

White Plains, New York





Todd S. Garber

Chantal Khalil

445 Hamilton Avenue, Suite 605

White Plains, New York 10601

Tel: (914) 298-3281

Fax: (914) 824-1561

[email protected]

[email protected]

[email protected]

Attorneys for Plaintiffs and the Putative

Class








similarly situated,

Plaintiffs,

-against-


Defendant.


DECLARATION OF JEREMIAH FREI-PEARSON

I, Jeremiah Frei-Pearson, declare under penalty of perjury pursuant to 28 U.S.C. § 1746

that the foregoing is true and correct:

1. I am a partner in the law firm of Finkelstein, Blankinship, Frei-Pearson & Garber,

LLP (“FBFG”) and counsel for Plaintiffs Jesse Sackin, Peter Harris, Stephen Lustigson, Nicholas

Miuccio, and Sarah Henderson (“Plaintiffs”) in the above-captioned action.

2. I respectfully submit this Declaration in Support of Plaintiffs’ Motion for Award

of Attorneys’ Fees, Costs, Expenses, and Service Awards to Class Representatives.

3. I am the attorney principally responsible for the handling of this matter for my

firm. I am personally familiar with the facts set forth in this declaration, and if called as a

witness I could and would competently testify to the matters stated herein.

4. Attached hereto as Exhibit 1 is a true and correct copy of the Settlement

Agreement. Terms and phrases in this declaration shall have the same meaning as set forth in the

Settlement Agreement.


2

I. FBFG’s Experience & Quality

5. My FBFG colleagues and I have regularly engaged in major complex litigation

and have extensive experience in complex class action lawsuits, including cases of first

impression related to data breaches and consumer privacy, and have been appointed class

counsel in these efforts.

6. FBFG has a proven track record of zealous and successful advocacy on behalf of

its plaintiffs and the interests of class members. FBFG attorneys have successfully litigated

complex class actions in federal and state courts all across the country, and have obtained

successful results for clients against some of the world’s largest corporations. A sampling of the

FBFG’s more significant past and present cases can be found in the FBFG Firm Resume,

attached hereto as Exhibit 2.

7. The quality of opposing counsel is also an indicator of Class Counsel’s quality.

Defense counsel is highly skilled and experienced, as demonstrated by their vigorous

representation in this case. In addition, defense counsel devoted substantial resources to its

defense. Class Counsel’s ability to obtain a favorable settlement despite the quality of work

done by Defendant’s highly-resourced law firm is an additional indicator of its skill and quality

of work.

II. Background Of This Litigation And Settlement Negotiations

8. As part of its independent investigation, which began before the filing of the

initial Complaint, Class Counsel conducted extensive factual and legal research into the claims

and potential defenses in this matter, interviewed numerous potential class members, and

conducted extensive research into the dangers of identity theft and available credit monitoring

and identity theft protection plans. In addition, Class Counsel researched publicly available

materials and other similar litigation.


3

9. Class Counsel then prepared a complaint on behalf of the Class, which

encompassed Class Counsel’s thorough research and alleged complex and innovative arguments.

10. Following preliminary research and filing the Complaint, Class Counsel diligently

pursued discovery, propounding comprehensive written sets of discovery on Defendant, and

interviewing witnesses. FBFG attorneys also collected, reviewed, and produced documents

from Plaintiffs in response to discovery requests, and reviewed hundreds of pages of documents

produced by TransPerfect in response to numerous requests for production of documents.

Indeed, Class Counsel even met with and obtained a declaration from a former TransPerfect

employee who was directly involved in the Data Breach, a document that was helpful in

maximizing settlement value.

11. Class Counsel subsequently successfully briefed and argued against

TransPerfect’s motion to dismiss. Class Counsel was working on class certification when the

Parties reached settlement.

12. Class Counsel’s understanding of the field was also critical to successfully

litigation the action, particularly with respect to drafting targeted discovery requests concerning

technical topics and to understanding Defendant’s responses.

13. Following many months of rigorous litigation, the Parties successfully negotiated

the Settlement on behalf of the Class.

14. The settlement negotiations and the process of documenting the Settlement were

hard fought. Prior to formal mediation, the Parties had direct settlement talks. The Parties then

selected a respected mediator, David Geronemus of JAMS, to attempt to assist them in resolving

this dispute. First, the Parties engaged in a teleconference with Mr. Geronemus. In anticipation

of the next mediation session, the Parties prepared detailed mediation briefs. On November 7,


4

2017, the Parties attended a full-day, arms’-length mediation before Mr. Geronemus, where the

Parties reached an agreement in principle. Thereafter, the parties continued negotiations for

several weeks before finalizing the Settlement.

15. Class Counsel then did the work necessary to obtain preliminary approval. Class

Counsel has spent significant additional time amending the Settlement’s exhibits pursuant to the

Court’s guidance, shepherding this case through the approval process, and fielding inquiries from

Class Members.

16. My FBFG colleagues and I have pursued this litigation vigorously on behalf of

the proposed Settlement Class and remain committed to advancing and protecting the common

interests of the Class.

III. The Settlement

17. In exchange for dismissal of the action and a release of related claims against

TransPerfect on a class-wide basis, which TransPerfect has estimated encompasses 4,884

individuals, TransPerfect has agreed to provide the Class with the following relief, in short:

a. TransPerfect will offer all Class Members the option to enroll in

Experian’s CreditPlus 3-Bureau service for a three-year period. Experian’s Credit Plus 3B

includes, inter alia: (i) three-bureau credit monitoring alerts; (ii) dark web surveillance alerts;

(iii) daily credit reports; (iv) up to $1 million in identity theft insurance; and (v) fraud resolution

support.

b. Class Members who have already enrolled in the Original Experian Plan

will remain enrolled for the complete two-year term, and must timely submit an Election Form in

order to receive enrollment instructions the additional three-year protection service.


5

c. Class Members who have not yet enrolled in the Original Experian Plan

may do so through February 10, 2019 and receive two years of coverage in addition to the three

years of services offered under the Settlement.

d. TransPerfect will also offer each Class Member up to an aggregate of

$4,000 in reimbursements for documented economic costs related to the Data Breach that are not

otherwise reimbursable through Experian.

e. In terms of non-monetary relief, TransPerfect agrees to implement and

maintain a variety of specific data security practices.

18. It is not possible to precisely determine the recovery for each Class Member

because each Class Member’s recovery under the Settlement depends on whether and to what

extent such Class Member accepts the offer of identity theft protection services and/or incurs

economic harm resulting from the Data Breach that was submitted to and rejected under the

Experian plan.

19. I estimate the identity theft protection services of the Settlement to have a

conservative value of approximately $719.64 per Class Member, or approximately

$3,514,721.76 for the entire Class based on TransPerfect’s estimated class size of 4,884. My

estimation is based on the retail cost of the most equivalent level of credit monitoring protection

offered by Experian, the IdentityWorks Premium plan, which costs $19.99 per month.

20. Alternatively, because the Experian identity theft protection services include a $1

million identity theft insurance policy per Class Member, the services have a potential value of

approximately $4,884,000,000 to the Class.

21. My estimate of the reimbursement component of the Settlement consideration to

have a value of approximately $19.536 million to benefit the Class based on TransPerfect’s


6

estimated class size.

22. Based on my experience handling similar data breach actions, I believe that that

few, if any, Settlement Class Members will suffer economic losses that are not covered by

Experian’s $1 million insurance policy that will exceed the $4,000.00 reimbursement cap.

23. I believe that the total consideration under the Settlement will provide the Class

Members with all or more than all of the relief to which they would be entitled if they prevailed

on their claims at trial.

24. The benefits offered in the Settlement are made even more valuable by their

timeliness. Should the Settlement receive final approval, it will be available prior to the original

monitoring services’ expiration, thereby preventing lapses in coverage when Class Members are

most susceptible to fraud (as data breach victims are generally most vulnerable to fraud in the

years immediately following the breach). Thus, the sooner Class Members receive identity theft

and credit monitoring protection services, the greater the value.

25. Moreover, the non-monetary relief provided by the Settlement will offer

additional protection to the extent the Class Members’ PII remains in TransPerfect’s possession.

26. To my knowledge, the terms of this Settlement are more favorable than the terms

of any similar employee data breach settlement.

IV. Hours, Attorneys’ Fees, And Expenses

27. FBFG has been required to dedicate significant resources to this case, and has

devoted 883.1 hours to litigating this case, resulting in an aggregate lodestar of $446,630, and

spent $14,514.72 in litigation expenses to date.

28. From inception through today, FBFG attorneys and expended the following

number of hours at the following hourly rates, in performing legal services in this matter:


7

Name Position Hours Rate Per Hour Lodestar

Jeremiah Frei-Pearson Partner 169.9 $800 $135,920

Todd Garber Partner 47.7 $800 $38,160

Greg Blankinship Partner 32.0 $800 $25,600

Chantal Khalil Associate 484.8 $350 $169,680

John Sardesai-Grant Associate 76.5 $550 $42,075

Jean Sedlak Associate 42.1 $550 $23,155

Difie Osborne Associate 30.1 $400 $12,040

Total 883.1 $446,630

29. The information in the above table is based on contemporaneous time records

reflecting the current rates of FBFG attorneys that were maintained in FBFG’s computerized

billing system.

30. I have exercised billing judgment in connection with the above table to remove

any time that is arguably duplicative, including the removal of all staff time.

31. The hourly rates FBFG’s attorneys billed this case are our standard billing rates.

Countless state and federal courts across the county have approved FBFG attorneys’ hourly

billing rates in similar complex class action lawsuits. See, e.g., Bellino v. JPMorgan Chase

Bank, N.A., No. 14-03139, at 9 (S.D.N.Y. Nov. 9, 2017), ECF No. 141; Castillo v. Seagate

Tech., LLC, No. 16-01958, *3-*4 (N.D. Cal. Mar. 14, 2018), ECF No. 85; Goldemberg v.

Johnson & Johnson Consumer Companies, Inc., No. 13-3073 (S.D.N.Y. Nov. 1, 2017), ECF No.

132; Reed v. Friendly’s Ice Cream, LLC, No. 15-298 (M.D. Pa. Jan. 31, 2017), ECF No. 105;

Yoeckel v. Marriott International, Inc., No. 703387/2015 (N.Y. Sup. Ct. May 3, 2017); St.

Joseph Health System Medical Information Cases, JCCP No. 4716, at 7 (Cal. Sup. Ct. Feb. 3,


8

2016), ECF No. 744.

32. Based on my experience and practice, I believe the hourly rates charged by FBFG

are consistent with the rates charged in the New York legal community for attorneys of similar

caliber and experience.

33. Additionally, to date, FBFG incurred $14,514.72 in unreimbursed expenses.

These expenses include legal research on Westlaw, PACER charges, filing fees, services fees,

printing, postage, travel, and other case-related expenses that commonly benefitted Plaintiffs.

Based on my knowledge and experience, all of these expenses were necessary and reasonable,

and incurred for the benefit of Plaintiffs in these actions. I anticipate that FBFG will incur

additional expenses and will inform the Court of those expenses prior to the final approval

hearing.

V. Incentive Awards

34. The requested incentive award of $3,500 for each of the Class Representatives is

reasonable.

35. Each Plaintiff here invested considerable time into this litigation. They took

personal time to regularly communicate with Class Counsel, respond to Defendant’s

interrogatories and requests for production, search for, review, and produce relevant evidence,

review and approve the complaints for filing, kept abreast of the litigation for over a year, were

actively involved in the settlement process, indicated their willingness to sit for depositions in

this litigation, and indicated their desire to continue protecting the interests of the class through

settlement or continued litigation. Plaintiffs also undertook immense reputational risk by

prosecuting their former employer. This sacrifice was made to support a case in which they had

a relatively modest personal interest, but that has provided benefits to thousands of Class


9

Members and the general public nationwide, and warrants the Court’s approval of the requested

service awards.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct.

Executed on June 11, 2018 in White Plains, New York.






Exhibit 1

Case 1:17-cv-01469-LGS Document 58-1 Filed 06/11/18 Page 1 of 53

{00289563 }







similarly situated,

Plaintiffs,

v.


Defendant.

Case No. 1:17-cv-1469-LGS

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement, as of the date of execution below (the

“Settlement Agreement,” “Settlement,” “Agreement,” or “Stipulation”), is made and entered into

by and among the following settling parties (“Parties”): (i) Jesse Sackin, Peter Harris, Stephen

Lustigson, Nicholas Miuccio, and Sarah Henderson (collectively, “Plaintiffs” or “Settlement Class

Representatives”), individually and on behalf of the Settlement Class (defined below); and (ii)

TransPerfect Global, Inc. (“TransPerfect” or “Defendant”), and subject to preliminary and final

Court approval as required by Rule 23 of the Federal Rules of Civil Procedure. In consideration

of the promises and covenants set forth in this Agreement and upon entry by the Court of a final

approval order and judgment, all claims of the Settlement Class against TransPerfect in the Action

shall be settled and compromised upon the terms and conditions contained herein. This Agreement

is intended by the Parties to fully, finally, and forever resolve, discharge, and settle all of Plaintiffs’

Released Claims (defined below), upon and subject to the terms and conditions hereof.

RECITALS

WHEREAS, Plaintiffs assert that, on or about January 17, 2017 TransPerfect disclosed that

it was the victim of a phishing attack resulting in the disclosure of 2015 Form W-2 data and payroll

information for the period ending on January 13, 2017 (“Personal Data”) concerning individuals

who worked for or had previously worked for TransPerfect and certain corporate affiliates to an

unauthorized third party;

WHEREAS, TransPerfect notified affected individuals of the Data Breach between

approximately January 20, 2017 and February 10, 2017;

WHEREAS, TransPerfect offered affected individuals, at no cost to the affected

individuals, a two-year membership in Experian’s ProtectMyID Elite credit and identity

monitoring (the “Original Experian Plan”). Affected individuals can enroll in the Original

Experian Plan through February 10, 2019;


{00289563 } 2

WHEREAS, on February 27, 2017, Plaintiff Jesse Sackin filed his initial Class Action

Complaint against TransPerfect (ECF No. 1) in the United States District Court for the Southern

District of New York, Case No. 1:17-cv-1469-LGS (the “Action”). The Class Action Complaint

asserted claims for negligence and breach of implied contract;

WHEREAS, on February 28, 2017, the Action was assigned to the Honorable Lorna G.

Schofield;

WHEREAS, on April 28, 2017, TransPerfect filed a motion to dismiss the Class Action

Complaint (ECF No. 11);

WHEREAS, on May 19, 2017, Plaintiffs filed their Amended Class Action Complaint (the

“Amended Complaint”), which added Peter Harris, Stephen Lustigson, Nicholas Miuccio, and

Sarah Henderson as Plaintiffs (ECF No. 16). The Amended Complaint asserted claims against

TransPerfect for common law negligence, negligence per se, breach of express contract, breach of

implied contract, unjust enrichment, and violations of New York Labor Law § 203-d;

WHEREAS, TransPerfect denies (a) the allegations and all liability with respect to any and

all facts and claims alleged in the Action, (b) that Plaintiffs and the class they purport to represent

have suffered any damage, (c) that the Action satisfies the requirements to be tried as a class action

under the Federal Rules of Civil Procedure, and (d) that the Action states a claim for any relief;

WHEREAS, TransPerfect filed a motion to dismiss the Amended Complaint on June 9,

2017 (ECF No. 20);

WHEREAS, the Parties agreed to attempt to mediate a resolution to the dispute;

WHEREAS, on October 4, 2017, the Court issued its Opinion and Order Granting in Part

and Denying in Part Defendant’s Motion to Dismiss (ECF No. 37);

WHEREAS, on November 7, 2017, the Parties attended an in-person, full-day, arm’s-

length mediation negotiation supervised by David Geronemus of JAMS;

WHEREAS, throughout their mediation session, the Parties engaged in an extensive

evaluation and discussion of the relevant facts and law, and the Parties carefully considered the

risk and uncertainties of continued litigation and all other factors bearing on the merits of

settlement;

WHEREAS, Settlement Class Counsel have conducted sufficient discovery, have fully

investigated the facts and law relevant to the subject matter of the Action, and have concluded,

based upon their investigation, and taking into account the risks, uncertainties, burdens, and costs

of further prosecution of the Action, and taking into account the substantial benefits to be received

pursuant to this Agreement as set forth below, and for the purpose of putting to rest all

controversies with the Defendant that were alleged in the operative Amended Complaint, that a

resolution and compromise on the terms set forth herein is fair, reasonable, adequate, and in the

best interests of Plaintiffs and the Settlement Class;


{00289563 } 3

WHEREAS, TransPerfect, despite its belief that it has valid and complete defenses to the

claims asserted against it, has nevertheless agreed to enter into this Agreement to reduce and avoid

further expense, burden, inconvenience, and uncertainty of continuing to litigate the Action, and

without any admission of liability or wrongdoing whatsoever, desires to enter into this Agreement;

and

WHEREAS, the Parties now agree to settle the Action in its entirety, without any admission

of liability by TransPerfect, with respect to all Released Claims (defined below) of the Settlement

Class. The Parties intend this Agreement to bind Plaintiffs, TransPerfect, and all members of the

Settlement Class who do not timely and properly exclude themselves from the Settlement.

NOW THEREFORE, in light of the foregoing, for good and valuable consideration, the

receipt of which is hereby mutually acknowledged, the Parties agree, subject to approval by the

Court, as follows:

1. DEFINITIONS

In addition to the terms defined at various points within this Agreement, the following

defined terms apply throughout this Agreement:

1.1. “Action” means Sackin et al v. TransPerfect Global, Inc., No. 17-cv-1469-LGS

(S.D.N.Y.).

1.2. “Administrative Costs” means all costs and expenses associated with providing

notice of the Settlement to the Settlement Class and administering and carrying out the terms of

the Settlement.

1.3. “Attorneys’ Fees and Expense Award” means such funds as may be awarded by the

Court to Class Counsel to compensate Class Counsel for their fees and expenses in connection

with the Action.

1.4. “Claim” means a written request by a Settlement Class Member, consistent with

the provisions of this Agreement, seeking reimbursement of economic costs incurred in connection

with the Data Breach.

1.5. “Claimant” means a Settlement Class Member who submits a Claim.

1.6. “Claims Period” means the period for submitting Claims ending on February 10,

2021.

1.7. “Court” refers to the Honorable Lorna G. Schofield, United States District Court

Judge for the Southern District of New York, or to any other such judge to whom the Action may

hereafter be assigned.

1.8. “Data Breach” means the disclosure of 2015 Form W-2 data and payroll

information for the period ending on January 13, 2017 concerning current and former employees

of TransPerfect and certain corporate affiliates by a TransPerfect employee on or about January

17, 2017 to an unauthorized third party;


{00289563 } 4

1.9. “Effective Date” means the second business day following the date on which the

Judgment entered pursuant to this Settlement Agreement becomes Final.

1.10. “Election Deadline” means a period of no more than two hundred and ten (210)

days after the Notice Date, the last day for Settlement Class Members to submit the Election Form

to enroll in the additional Experian identity theft protection services offered under the Agreement.

1.11. “Fee Application” means any application by Settlement Class Counsel for an award

of attorneys’ fees and reimbursements of expenses, as set forth in Paragraph 10.

1.12. “Final” means, with respect to any judicial ruling or order, that: (1) if no appeal,

motion for reargument, motion for rehearing, petition for writ of certiorari, or other writ has been

filed, the time has expired to file such an appeal, motion for reargument, motion for rehearing,

petition for writ of certiorari, or other writ; or (2) if an appeal, motion for reargument, motion for

rehearing, petition for a writ of certiorari, or other writ has been filed, the judicial ruling or order

has been affirmed with no further right of review, or such appeal, motion, petition, or writ has been

denied or dismissed with no further right of review. Any proceeding or order, or any appeal or

petition for a writ of certiorari pertaining solely to any application for attorneys’ fees or expenses

will not in any way delay or preclude the Judgment from becoming Final.

1.13. “Final Approval Order” and “Judgment” means the order finally approving the

terms of this Agreement and a separate judgment to be entered by the Court, pursuant to Federal

Rule of Civil Procedure 58(a), dismissing the Action with prejudice. In the event that the Court

enters separate orders addressing the matters constituting final approval, then “Final Approval

Order” includes all such orders.

1.14. “Notice” means the notices of proposed class action settlement that the Parties will

ask the Court to approve in connection with preliminary approval of the Settlement.

1.15. “Notice Date” means the deadline to disseminate Notice to the Settlement Class.

1.16. “Notice Program” means the methods for providing Notice of this Settlement to the

Settlement Class Members, including (1) a Summary Notice sent by electronic mail (“Email

Notice”) to each Settlement Class Member for whom TransPerfect or the Settlement Administrator

can ascertain an email address, (2) a Summary Notice sent by mail (“Postcard Notice”) to each

Settlement Class Member for whom Email Notice was undeliverable or who did not open the

Email Notice and for whom TransPerfect can ascertain a mailing address from its records with

reasonable effort or for whom the Settlement Administrator can determine an address by

completing a standard skip trace or by other means (collectively “Summary Notice”), and (3) the

posting of a Long-Form Notice on the Settlement Website (“Long-Form Notice”). The forms of

Notice shall be substantially in the forms attached as Exhibits A-B to this Agreement and approved

by the Court. The Notice Program shall be effected in substantially the manner provided in

Paragraph 8.

1.17. “Objection Period” means the period during which a Settlement Class Member may

file an objection to the Settlement or the Fee Application, which period shall expire forty-five (45)

days following the Notice Date, subject to Court approval. The deadline for filing an objection to

the Settlement or the Fee Application shall be set forth clearly in the Notice.


{00289563 } 5

1.18. “Opt-Out Period” means the period during which a Settlement Class Member may

file a request to be excluded from the Settlement Class, which period shall expire forty-five (45)

days following the Notice Date, subject to Court approval. The deadline for filing a request for

exclusion shall be set forth clearly in the Notice.

1.19. “Preliminary Approval” means an order, providing for, among other things,

preliminary approval of the Settlement;

1.20. “Released Claims” means all claims to be released as specified in Paragraph 9.

1.21. “Released Parties” means those persons or entities released as specified in

Paragraph 9.

1.22. “Releases” means all of the releases specified in Paragraph 9.

1.23. “Releasing Parties” means Plaintiffs and all Settlement Class Members who do not

timely and properly exclude themselves from the Settlement, and each of their respective heirs,

executors, administrators, representatives, agents, partners, successors, attorneys, and assigns.

1.24. “Service Awards” means payments, subject to Court approval and not to exceed

$3,500.00 each and $17,500.00 in the aggregate, to compensate the Settlement Class

Representatives for their efforts in the Action on behalf of the Settlement Class.

1.25. “Settlement” means the settlement of the Action, between and among the Plaintiffs,

on behalf of themselves and the Settlement Class, and TransPerfect, as set forth and reflected in

this Agreement.

1.26. “Settlement Administrator” means, subject to approval by the Court, Angeion

Group, a nationally recognized and experienced class-action claims administrator.

1.27. “Settlement Class” means all persons who fall into the Settlement Class to be

certified pursuant to section 4.1”

1.28. “Settlement Class Members” means members of the Settlement Class.

1.29. “Settlement Class Counsel” refers to Finkelstein, Blankinship, Frei-Pearson &

Garber, LLP.

1.30. “Settlement Class Representative” or “Plaintiff” refers to any one or more of Jesse

Sackin, Peter Harris, Stephen Lustigson, Nicholas Miuccio, and Sarah Henderson.

1.31. “Settlement Consideration” means that consideration set forth in Paragraph 5

below.

1.32. “Settlement Website” means the website that the Settlement Administrator will

establish, as provided for in Paragraph 7.2.4.


{00289563 } 6

2. DENIAL OF WRONGDOING AND LIABILITY

2.1. TransPerfect denies the material factual allegations and legal claims asserted by the

Plaintiffs in the Action, including any and all charges of wrongdoing or liability arising out of any

of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action.

Similarly, this Agreement provides for no admission of wrongdoing or liability by any of the

Released Parties. This Agreement is entered into solely to eliminate the uncertainties, burdens,

and expenses of protracted litigation.

3. THE BENEFITS OF THE SETTLEMENT

3.1. Settlement Class Counsel believes that the proposed settlement set forth in this

Settlement Agreement confers substantial benefits upon the Settlement Class.

3.2. Settlement Class Counsel and Plaintiffs recognize and acknowledge the expense

and length of continued proceedings necessary to prosecute the Action against TransPerfect

through trial and appeal.

3.3. Settlement Class Counsel also has taken into account the uncertain outcome and

the risk of any litigation, especially in complex actions such as this Action, as well as the

difficulties and delays inherent in such litigation. Settlement Class Counsel is mindful of possible

defenses related to the claims asserted in the Action and under Fed. R. Civ. P. 23(b)(3). Based on

their evaluation of all of these factors, Plaintiffs and Settlement Class Counsel have determined

that the Settlement is in the best interests of Plaintiffs and the Settlement Class.

4. SETTLEMENT CLASS CERTIFICATION

4.1. For purposes of settlement only, the Plaintiffs shall seek, and TransPerfect shall not

oppose, certification of the Settlement Class, pursuant to Fed. R. Civ. P. 23(b)(3), defined as

follows:

Settlement Class. All persons in the United States whose 2015 Form W-2 data and/or

payroll information was compromised as a result of the Data Breach.

4.2. For settlement purposes only, Plaintiffs shall also seek, and TransPerfect shall not

oppose, appointment of Settlement Class Counsel, and appointment of Plaintiffs as Settlement

Class Representatives to represent the Settlement Class.

4.3. TransPerfect does not consent to certification of the Settlement Class (or to the

propriety of class treatment) for any purpose other than to effectuate the settlement of this Action.

TransPerfect’s agreement to provisional certification does not constitute an admission of

wrongdoing, fault, liability, or damage of any kind to Plaintiffs or any of the provisional Settlement

Class Members. TransPerfect reserves the right to contest any motion to certify a class for any

purpose other than settlement of the Action.

4.4. If this Settlement Agreement is terminated pursuant to its terms, disapproved by

any court (including any appellate court), and/or not consummated for any reason, or the Effective

Date for any reason does not occur, the order certifying the Settlement Class for purposes of


{00289563 } 7

effectuating the Settlement, and all preliminary and/or final findings regarding that class

certification order, shall be automatically vacated upon notice of the same to the Court, the Action

shall proceed as though the Settlement Class had never been certified pursuant to this Settlement

Agreement and such findings had never been made, and the Action shall return to the procedural

posture on November 3, 2017, in accordance with this paragraph. Neither party nor counsel shall

refer to or invoke the vacated findings and/or order relating to class settlement or Rule 23 of the

Federal Rules of Civil Procedure if this Settlement Agreement is not consummated and the Action

is later litigated and contested by Defendant under Rule 23 of the Federal Rules of Civil Procedure.

5. SETTLEMENT CONSIDERATION

In consideration for the releases provided in this Settlement Agreement, TransPerfect will

provide the following relief to the Settlement Class:

5.1. Identity Theft Protection Services.

5.1.1 Original Experian Plan. All Settlement Class Members who have not

previously signed-up for the Original Experian Plan are able to do so without affecting their rights

under the Settlement Agreement. The deadline for enrolling in the Original Experian Plan is

February 10, 2019.

5.1.2 Extended Identity Theft Protection. Any Settlement Class Member who

does not submit a timely request for exclusion from the Settlement Class shall have the option to

sign-up for additional identity theft coverage in the form of Experian’s CreditPlus 3-Bureau service

for a three-year period of coverage.1 If a Settlement Class Member elects to utilize the offer of an

additional three years of identity theft coverage, he or she must sign-up for the CreditPlus 3-Bureau

service in accordance with the instructions provided. Settlement Class Members shall make their

Identity Theft Protection election pursuant to the Election Form, which is attached hereto as

Exhibit C. To the extent there is any ambiguity with respect to the election to receive Identity

Theft Protection Services, and the Settlement Administrator cannot resolve the ambiguity, the

ambiguous Election Form shall default to an election of Identity Theft Protection Services.

5.1.3 Timing of Provision of Identity Theft Protection Services. The

Settlement Administrator shall collect and process all Election Forms and shall submit the

necessary information to Experian. The Settlement Administrator shall distribute activation codes

for Identity Theft Protection Services as follows:

(a) For Settlement Class Members who have submitted valid and approved

Election Forms by the Effective Date, the Settlement Administrator will, within

forty-five (45) days after the Effective Date, issue activation codes for

Experian’s CreditPlus 3-Bureau service for a three-year period of coverage to

such Settlement Class Members.

1 Experian’s Credit Plus 3B includes: (i) three-bureau credit monitoring alerts; (ii) dark web

surveillance alerts; (iii) daily credit reports; (iv) up to $1 million in identity theft insurance; and

(v) fraud resolution support.


{00289563 } 8

(b) For Settlement Class Members who have submitted valid and approved

Election Forms after the Effective Date but by the Election Deadline, the

Settlement Administrator will, within forty-five (45) days after the Election

Deadline, issue activation codes for Experian’s CreditPlus 3-Bureau service for

a three-year period of coverage to such Settlement Class Members.

(c) For deficiencies, the Settlement Administrator shall ask the Settlement Class

Member within twenty-one (21) days after the Election deadline to cure the

deficiency, and in doing so, may use its discretion to determine the most

efficient and most effective means of communicating with the Settlement Class

Member, whether by email, telephone, or mail. Settlement Class Members shall

have twenty-one (21) days from the date of the Settlement Administrator’s

notice to correct all deficiencies in their Election Forms. If a Settlement Class

Member fails to correct all deficiencies within that time, the Settlement

Administrator shall deny the Settlement Class Member’s request for Identity

Theft Protection Services. For Settlement Class Members who cure

deficiencies in their original Election Form and submitted a valid and approved

Election Forms after the Effective Date, the Settlement Administrator will,

within ninety (90) days after the Election deadline, issue activation codes for

Experian’s CreditPlus 3-Bureau service for a three-year period of coverage to

such Settlement Class Members.

5.2. Reimbursement of Documented Economic Costs. Any Settlement Class

Member may submit one or more Claims for reimbursement for documented economic costs

related to the Data Breach that have not been reimbursed by Experian or other third parties, up to

an aggregate total of $4,000.00 per Settlement Class Member, provided, however, that no

Settlement Class member may submit a Reimbursement Form unless said Settlement Class

Member has first submitted a Reimbursement Claim to Experian, Experian has denied the claim,

and said Settlement Class Member has exhausted Experian’s claims process. Any Settlement

Class Member whose Reimbursement Claim to Experian is rejected for failure to submit a claim

within Experian’s required time period may not submit a Claim for reimbursement for documented

economic costs related to the Data Breach. Reimbursement Claims must be submitted pursuant to

the Reimbursement Form attached hereto as Exhibit D and in accordance with Paragraphs 5.2.1-

5.2.3. All Reimbursement Claims must be submitted to the Settlement Administrator on or before

February 10, 2021 (“Reimbursement Deadline”).

5.2.1 If a Settlement Class Member was provided notice of his or her entitlement

to enroll in an Experian plan, but was not enrolled in such service at the time of the loss for which

she or he seeks reimbursement arose, and the loss would have been covered under the identity theft

insurance coverage provided through an Experian plan had the Settlement Class Member been

enrolled, then the loss may not be claimed for reimbursement hereunder.

5.2.2 Settlement Class Members who wish to make a Claim for reimbursement

of economic costs related to the Data Breach must provide to the Settlement Administrator the

information required to evaluate the claim, including: (a) the Claimant’s name and current address;

(b) if applicable, a signed copy of IRS Form 14039 along with a statement under penalty of perjury

that the form was submitted to the Internal Revenue Service; (c) the bills or invoices documenting


{00289563 } 9

the amount of the Claim and proof that the bills or invoices were paid; (d) documentation showing

that the claim was submitted and denied by Experian; and (e) a statement signed under penalty of

perjury indicating that: (i) the economic costs claimed is related to the Data Breach; and (ii) the

total amount claimed has not been reimbursed by any other third party. Third-party documentation

of economic costs is required to establish a Claim.

5.2.3 Adjudication of Reimbursement Claims. The Settlement Administrator

shall verify that each person who submits a Claim for reimbursement is a Settlement Class Member

and shall determine whether and to what extent the Claim reflects valid economic costs that are

fairly traceable to the Data Breach. The Settlement Administrator shall determine whether a

Claimant’s supporting materials are sufficient to support a Claim and the amount of such a Claim

and shall use reasonable procedures to screen claims for abuse, fraud, duplication, or ineligibility.

Within twenty-one (21) days after the Reimbursement Deadline, the Settlement Administrator

shall send a written notice to Settlement Class Members whose Reimbursement Forms were

rejected as incomplete. Settlement Class Members shall have twenty-one (21) days from the date

of the Settlement Administrator’s notice to correct all deficiencies in their Reimbursement Forms.

If a Settlement Class Member fails to correct all deficiencies within twenty-one (21) days from

receiving the written notice, the Settlement Administrator shall deny the Settlement Class

Member’s Claim. The Settlement Administrator shall determine whether the Settlement Class

Member has corrected the deficient claim such that it reflects a valid economic cost actually

incurred that are fairly traceable to the Data Breach;

5.2.4 Economic costs shall be deemed fairly traceable to the Data Breach if (i) the

alleged wrongdoing occurred on January 17, 2017 or thereafter, (ii) the Settlement Class Member

signs a statement signed under penalty of perjury indicating that the economic costs claimed is

related to the Data Breach, (iii) the alleged wrongdoing involved possible misuse of the type of

Personal Information inadvertently disclosed in the Data Breach (i.e., name, address, Social

Security number, wage information, withholding information, and payroll information), and (iv)

the Settlement Administrator determines by a preponderance of evidence that it is related to the

Data Breach.

5.2.5 No decisions by the Settlement Administrator shall be deemed to constitute

a finding, admission, or waiver by TransPerfect as to any matter of fact, law, or evidence having

any collateral effect on any Claim hereunder or in any other proceeding or before any other forum

or authority. Further, such decisions shall not be submitted to or admissible in any other

proceeding or before any other forum or authority.

5.2.6 Payment on Claims. The Settlement Administrator shall establish an

account for payment of Claims (the “Settlement Administration Account”). Once the Settlement

Administrator has made final determinations on all Claims submitted during the Claims Period,

the Settlement Administrator shall provide notice to the Parties (the “Claims Determination

Notice”), including a final accounting of all Claims to be paid and instructions to TransPerfect to

fund the Settlement Administration Account. The Settlement Administrator shall issue the Claims

Determination Notice within ninety (90) days after the Reimbursement Deadline. TransPerfect

shall then cause funds to be deposited into the Settlement Administration Account for the payment

of Claims within forty-five (45) days of receiving the Claims Determination Notice. Upon

TransPerfect’s funding of the Settlement Administration Account, the Settlement Administrator


{00289563 } 10

shall promptly make payment to Claimants.

5.3. Payment of Costs Associated with Settlement. In consideration for this

settlement, TransPerfect agrees to pay the costs of notice and settlement administration.

5.4. Non-Monetary Relief. TransPerfect agrees that it has and will implement and

maintain the following data security practices:

5.4.1 Controls regarding employee requests for W-2 Forms and payroll

information;

5.4.2 Additional safeguards and training concerning the storage, handling, and

transfer of W-2 Forms, payroll information, and other company records containing PII;

5.4.3 Install data loss prevention solution for Payroll and Human Resources;

5.4.4 Tag all external incoming emails to the Payroll and Human Resources

Departments with cautionary language regarding unknown/unsolicited users;

5.4.5 Provide enhanced training to employees, particularly in Accounting,

Finance, Payroll, Human Resources and Recruiting Departments, on the company’s cybersecurity

policies and procedures, including simulated phishing exercises, and review of the most common

threats: phishing, email compromise, social engineering, password strength, and physical security;

5.4.6 Industry-tested and accepted email security protocols, including but not

limited to anti-malware, anti-spam, and anti-phishing software;

5.4.7 The Human Resources Department and the IT department will periodically

work together to review data security practices and ensure that no former employee will receive a

W-2 Form if they have not earned wages with TransPerfect for the year.

6. SUBMISSION OF THE SETTLEMENT TO THE COURT FOR REVIEW AND

PRELIMINARY AND FINAL APPROVAL

6.1. Preliminary Approval. As soon as practicable, but no later than fourteen (14)

days following the full execution of this Agreement by all Parties, Settlement Class Counsel shall

promptly move the Court for entry of a Preliminary Approval Order. A proposed Preliminary

Approval Order shall be attached to the motion and shall be substantially in the form set forth in

Exhibit E. The motion for Preliminary Approval shall request that the Court, among other things:

6.1.1 Approve the terms of the Settlement as within the range of fair, adequate,

and reasonable;

6.1.2 Provisionally certify the Settlement Class pursuant to Federal Rule of Civil

Procedure 23(b)(3), appoint Plaintiffs as the Settlement Class Representatives of the Settlement

Class and appoint Settlement Class Counsel as counsel for the Settlement Class;

6.1.3 Approve the Notice Program set forth in Paragraph 8 and provide that


{00289563 } 11

following the Preliminary Approval Order TransPerfect shall, at its own expense, cause the Notice

to be provided in accordance with the procedures set forth in Paragraph 8.1 within sixty (60) days

of preliminary approval;

6.1.4 Approve the procedures set forth in Paragraph 8.3 and Paragraph 8.9 for

Settlement Class Members to exclude themselves from the Settlement Class or to object to the

Settlement or Fee Application;

6.1.5 Find that the Court will retain jurisdiction over all claims relating to this

Agreement;

6.1.6 Maintain the stay of the Action pending Final Approval of the Settlement;

6.1.7 Stay and/or enjoin, pending Final Approval of the Settlement, any actions

brought by Settlement Class Members concerning Released Claims;

6.1.8 Schedule the Final Approval Hearing at a time and date mutually convenient

for the Court, Settlement Class Counsel, and counsel for TransPerfect, at which time the Court

will conduct an inquiry into the fairness of the Settlement, whether it was made in good faith and

should be finally approved, and whether to approve Settlement Class Counsel’s application for

attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing” or

“Fairness Hearing”);

6.1.9 Provide that all Settlement Class Members will be bound by the Final

Approval Order and Judgment dismissing the Action with prejudice;

6.1.10 Establish dates by which the Parties shall file and serve all papers in support

of the application for final approval of the Settlement and Settlement Class Counsel’s Fee

Application; and

6.1.11 Within ten (10) days of the filing of the motion for Preliminary Approval,

TransPerfect shall, at its own cost, serve or cause to be served a notice of the proposed Settlement

in accordance with the requirements of the Class Action Fairness Act (“CAFA”), 28 U.S.C. §

1715(b).

6.2. Final Approval. The Final Approval Hearing shall be scheduled no earlier than

ninety (90) days after the CAFA notices are mailed to ensure compliance with 28 U.S.C. § 1715.

By no later than twenty-one (21) days prior to the Objection deadline, Plaintiffs shall file and post

to the Settlement Website any application for attorneys’ fees, costs, and expenses and for the

Service Awards. By no later than twenty-one (21) days prior to the Final Approval Hearing, the

Parties shall file any responses to any objections and any briefs in support of final approval of the

Settlement and/or Settlement Class Counsel’s application for attorneys’ fees, costs, and expenses

and Service Awards. In the Court’s discretion, the Court also will hear argument at the Final

Approval Hearing from any Settlement Class Members (or their counsel) who object to the

Settlement or to the fees, costs, expenses, or Service Award application, provided the objectors

filed timely objections that met all of the requirements listed in Paragraph 8.10.

6.2.1 At or following the Final Approval Hearing, the Court will determine


{00289563 } 12

whether to enter the Final Approval Order granting Final Approval of the Settlement and whether

to approve Settlement Class Counsel’s request for attorneys’ fees, costs, expenses, and the Service

Awards. The proposed Final Approval Order that will be filed with the motion for Final Approval

shall be in a form agreed upon by Class Counsel and TransPerfect. Such proposed Final Approval

Order shall, among other things;

(a) Determine that the Settlement is fair, adequate, and reasonable and approve the

Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure;

(b) Finally certify the Settlement Class for settlement purposes only;

(c) Determine that the Notice provided satisfied due process requirements;

(d) Dismiss the Action with prejudice;

(e) Bar and enjoin the Releasing Parties from asserting any of the Released Claims,

as set forth in Paragraph 9, including during the pendency of any appeal from

the Final Approval Order;

(f) Release TransPerfect and the Released Parties from the Released Claims, as set

forth in Paragraph 9; and

(g) Reserve the Court’s continuing and exclusive jurisdiction over TransPerfect

and all Settlement Class Members (including all objectors) to administer,

supervise, construe, and enforce this Agreement in accordance with its terms.

7. SETTLEMENT ADMINISTRATOR

7.1. The Settlement Administrator shall administer various aspects of the Settlement as

described in this Agreement and perform such other functions as are specified for the Settlement

Administrator elsewhere in this Agreement, including, but not limited to, providing the Notice to

Settlement Class Members as described in Paragraph 8; establishing and operating the Settlement

Website and toll-free number; and administering the provision of identity theft protection services

and the Claims process as described in Paragraphs 5.1 and 5.2.

7.2. The duties of the Settlement Administrator, in addition to other responsibilities that

are described in this Agreement, include the following:

7.2.1 Obtaining from TransPerfect the name, last known email address, and last

known mailing or other address information for Settlement Class Members (to the extent it is

reasonably available) and verifying and updating the email and mailing addresses received,

through the National Change of Address database or other similar data source, for the purpose of

sending the Summary Notice to Settlement Class Members;

7.2.2 Establishing and maintaining a post office box for mailed written

notifications of exclusion from the Settlement Class;

7.2.3 Establishing and maintaining a toll-free telephone line for Settlement Class


{00289563 } 13

Members to call with Settlement-related inquiries, and answering the questions of Settlement Class

Members who call with or otherwise communicate such inquiries;

7.2.4 Establishing and maintaining a Settlement Website as an additional means

for Settlement Class Members to obtain notice of and information about the Settlement through

and including hyperlinked access to this Agreement; the Notice; the order preliminarily approving

the Settlement; the Final Approval Order; Election Forms; Reimbursement Forms; and such other

documents as Class Counsel and TransPerfect agree to post or that the Court orders posted. These

documents shall remain on the Settlement Website at least until expiration of the Election Deadline

and the Reimbursement Deadline. The URL of the Settlement Website will be agreed upon in

writing by TransPerfect and Class Counsel. The Settlement Website shall not include any

advertising and shall not bear or include the TransPerfect logo or TransPerfect trademarks.

7.2.5 Responding to any mailed or emailed Settlement Class Member inquiries;

7.2.6 Processing all written notifications of exclusion from the Settlement Class;

7.2.7 Providing reports and, no later than ten (10) days after the Opt-Out

Deadline, a final report to Class Counsel and TransPerfect, that summarize the total number of

written notifications of exclusion received;

7.2.8 Providing reports to Settlement Class Counsel and TransPerfect that set

forth the number of Election Forms received since the prior reporting period, and the total number

of Election Forms received to date;

7.2.9 Providing reports to Class Counsel and TransPerfect that set forth the

number and amount of Reimbursement Forms received since the prior reporting period, the total

number and amount of Reimbursement Forms received to date, and Reimbursement Forms

permitted and the number rejected;

7.2.10 In advance of the Final Approval Hearing, preparing a declaration to submit

to the Court that: (i) attests to implementation of the Notice Program in accordance with the

Preliminary Approval Order; (ii) identifies each Settlement Class Member who timely and

properly provided written notification of exclusion from the Settlement Class; and (iii) provides

information on the number of Settlement Class Members who requested Identity Theft Protection,

and the total number of Settlement Class Members who submitted Reimbursement Claims;

7.2.11 Receiving and processing all Election Forms submitted by Settlement Class

members pursuant to the criteria set forth in Paragraph 5.1.4, as well as distributing activation

codes to Settlement Class Members for identity theft protection based on Election Forms pursuant

to the criteria set forth in Paragraphs 5.1.2-5.1.3;

7.2.12 Reviewing, determining the validity of, and responding to Reimbursement

Forms submitted by Settlement Class Members pursuant to the criteria set forth in Paragraph 5.2;

7.2.13 After the close of the Claims Period, processing and transmitting

distributions to Settlement Class Members in accordance with Paragraph 5.2.6;


{00289563 } 14

7.2.14 Performing any other function related to Settlement administration at the

agreed-upon instruction of both Settlement Class Counsel and TransPerfect.

7.3. The Settlement Administrator’s determination regarding Settlement Class

Members’ eligibility for identity theft protection services and/or reimbursement for Claims related

to the Data Breach is final.

7.4. The Parties, the Released Parties, and their respective counsel shall have no

responsibility or liability whatsoever for the Settlement Administrator’s conduct, omissions, or

actions.

7.5. TransPerfect shall be solely responsible for paying the Settlement Administrator

for its settlement administration services related to the Settlement.

8. NOTICE, OPT OUTS, AND OBJECTIONS

8.1. Within sixty (60) days the Preliminary Approval Order, the Settlement

Administrator shall distribute the Summary Notice, activate the Settlement Website and otherwise

implement the Notice Program provided herein, using the forms of Notice substantially in the form

attached as Exhibits A-B, as approved by the Court in the Preliminary Approval Order. The Notice

shall include, among other information: (i) a description of the material terms of the Settlement;

(ii) a date by which Settlement Class Members may exclude themselves from or “opt out” of the

Settlement Class; (iii) a date by which Settlement Class Members may object to the Settlement;

(iv) the date upon which the Final Approval Hearing is scheduled to occur; (v) a description of the

Settlement Consideration; (vi) a description of the process for submitting Election Forms; (vii) a

description of the process for submitting Claims; (vii) the Election Deadline; (ix) the

Reimbursement Deadline; and (x) the Internet address of the Settlement Website at which

Settlement Class Members may access this Agreement and other related documents and

information. Class Counsel and TransPerfect shall insert the correct dates and deadlines in the

Notice before the Notice Program commences, based upon those dates and deadlines set by the

Court in the Preliminary Approval Order. Notices provided under or as part of the Notice Program

shall not bear or include the TransPerfect logo or trademarks or the return address of TransPerfect,

or otherwise be styled to appear to originate from TransPerfect.

8.2. The Notice shall include information about the benefits of the Settlement and the

following information:

8.2.1 Election Forms are available at the Settlement Website, providing the URL

for the applicable webpage and, in the Email Notice, a hyperlink to said page; and

8.2.2 Elections to receive Experian identity theft protection services must be

received no more than two hundred and ten (210) days after the notice date.

8.2.3 Reimbursement Forms are available on the Settlement Website, providing

the URL for the applicable webpage and, in the Email Notice, a hyperlink to the page.

8.2.4 February 10, 2021 is the deadline for submitting Claims.


{00289563 } 15

8.3. The Notice shall include the procedure for Settlement Class Members to exclude

themselves from the Settlement Class by providing written notice to the Settlement Administrator

in conformance with Paragraph 8.9. Such written notification must be postmarked no later than

the Opt-Out Deadline, as specified in the Notice. The Settlement Administrator shall provide the

Parties with copies of all completed opt-out notifications, and a final list of all Settlement Class

Members who have timely and validly excluded themselves from the Settlement Class. Any

Settlement Class Member who does not timely and validly exclude himself or herself shall be

bound by the terms of this Agreement.

8.4. The Notice shall include the procedure for Settlement Class Members to object to

the Settlement and/or the Fee Application. Objections to the Settlement and/or Fee Application

must comply with the procedures set forth in Section 8.10.

8.4.1 For an objection to be considered by the Court, the objection must conform

to the specifications set forth in Paragraph 8.10:

8.5. Notice shall be provided to the Settlement Class by Email Notice to each Settlement

Class Member for whom TransPerfect or the Settlement Administrator can ascertain an email

address, by Postcard Notice to each Settlement Class Member whose Email Notice was

undeliverable or who did not open the Email Notice and for whom TransPerfect or the Claims

Administrator can ascertain a mailing address with reasonable effort or by implementing a standard

skip trace, and by posting the Long-Form Notice on the Settlement Website, pursuant to the terms

of Paragraph 8. Notice shall be provided substantially in the forms attached as Exhibits A-B to

this Agreement.

8.6. TransPerfect shall, within thirty (30) days of the Preliminary Approval Order,

provide the Settlement Administrator with data files containing the identity, last known mailing,

last known email address, or other addresses of the Settlement Class Members (to the extent

reasonably available). The Settlement Administrator shall perform an email append to confirm

the email addresses provided by TransPerfect and to determine the email address for any other

Settlement Class Member. The Settlement Administrator shall also run the mailing addresses

through the National Change of Address Database or other similar data source, and shall send the

Summary Notice to Settlement Class Members at the identified US mail and email addresses.

8.7. The Settlement Administrator shall perform reasonable address traces, such as a

standard skip trace, for all Summary Notices sent by US mail that are returned as undeliverable.

The Settlement Administrator shall promptly complete the re-mailing of Summary Notices by US

mail to those Settlement Class Members for whom an updated address can be located through

address traces.

8.8. By no later than thirty-five (35) days after the date of the Preliminary Approval

Order, the Settlement Administrator shall establish a dedicated post office box address and the

toll-free telephone number contemplated in Paragraphs 7.2.2-7.2.3.

8.9. Opt-Out Procedures

8.9.1 Each Settlement Class Member desiring to exclude himself from the

Settlement and Settlement Class shall timely submit, by U.S. Mail, written notice of such intent to


{00289563 } 16

the designated Post Office box established for said purpose as set forth in the Notice. The written

notice must clearly manifest the intent to be excluded from the Settlement Class and must be signed

by the Settlement Class Member. A request for exclusion may not request exclusion of more than

one member of the Settlement Class. Mass opt-outs are not permitted. To be effective, the written

notice must be postmarked by the last date of the Opt-Out Period.

8.9.2 All Settlement Class Members who submit valid and timely notices of their

intent to be excluded from the Settlement shall not receive any benefits of the Settlement,

including, but not limited to the identity theft protection services at TransPerfect’s cost or

reimbursement for any economic costs related to the Data Breach (as described in Paragraph 5),

nor be bound by the terms of this Agreement. Settlement Class Members who do not request to

be excluded from the Settlement in the manner set forth in Paragraph 8.9.1 above, except as

otherwise ordered by the Court, shall be bound by the terms of this Agreement and Judgment

entered thereon.

8.9.3 Any Settlement Class Member who opts out of the Settlement shall not have

standing to object to the Settlement.

8.10. Objection Procedures

8.10.1 Any Settlement Class Member who does not elect to opt-out of the

Settlement and who desires to object to the Settlement or the Fee Application shall file and serve

such objections on or before the expiration of the Objection Period, in the form provided in the

Notice. Such objections must set forth:

• the name of the Action;

• the objector’s full name, address, telephone number, and e-mail address;

• a statement of the basis on which the objector claims to be a Settlement Class

Member;

• a written statement of all grounds for the objection, accompanied by any legal

support for the objection, and any evidence the objecting Settlement Class Member wishes to

introduce in support of the objection;

• the identity of all counsel, if any, representing the objector, including any former

or current counsel who may claim entitlement to compensation for any reason related to the

objection to the Settlement or the Fee Application;

• a statement confirming whether the objector intends to personally appear and/or

testify at the Final Approval Hearing and the identification of any counsel representing the objector

who intends to appear at the Final Approval Hearing;

• a list of any persons who will be called to testify at the Final Approval Hearing in

support of the objection; and


{00289563 } 17

• the objector’s signature signed under oath and penalty of perjury or, if legally

incapacitated, the signature of their duly authorized representative (along with documentation

setting forth such legal incapacitation and representation) (an attorney’s signature is not sufficient).

8.10.2 Except as otherwise ordered by the Court, any Settlement Class Member

who fails to comply with the provisions of Paragraph 8.10.1 shall waive and forfeit any and all

rights the Settlement Class Member may have to appear separately and/or to object to the

Settlement or Fee Application, and shall be bound by all the terms of the Agreement and by all

proceedings, orders, and judgments in the Action.

9. RELEASES AND DISMISSAL OF ACTION

9.1. As of the Effective Date, the Releasing Parties, each on behalf of himself or herself

and on behalf of his or her respective heirs, assigns, beneficiaries, and successors, shall

automatically be deemed to have fully and irrevocably released and forever discharged

TransPerfect and each of its present and former parents, subsidiaries, divisions, affiliates,

predecessors, successors, and assigns, and the present and former directors, officers, employees,

agents, insurers, shareholders, attorneys, advisors, consultants, representatives, partners, joint

venturers, independent contractors, wholesalers, resellers, distributors, retailers, and the

predecessors, successors, and assigns of each of them (collectively, the “Released Parties”), of and

from any and all liabilities, rights, claims, actions, causes of action, demands, damages, penalties,

costs, attorneys’ fees, losses, and remedies, whether known or unknown, existing or potential,

suspected or unsuspected, liquidated or unliquidated, legal, statutory, or equitable, that result from,

arise out of, are based upon, or relate to the Data Breach, and conduct that was alleged or could

have been alleged in the Action, including, without limitation, any claims, actions, causes of

action, demands, damages, penalties, losses, or remedies relating to, based upon, resulting from,

or arising out of (1) the disclosure of Settlement Class Members personal information; (2)

TransPerfect’s maintenance of Settlement Class Members’ personal information; (3)

TransPerfect’s information security policies or practices; (4) TransPerfect’s provision of notice to

Settlement Class Members following the Data Breach; and (5) any event, matter, dispute, or thing

that in whole or in part, directly or indirectly, relates to or arises out of the Data breach and (1)

through (4) above (the “Released Claims”), provided that nothing in this Release is intended to,

does or shall be deemed to release any claims not arising out of, based upon, resulting from, or

related to the Data Breach.

9.1.1 For the avoidance of doubt, the Released Claims include any claims that a

Releasing Party may have under the law of any jurisdiction, including, without limitation, those

arising under state or federal law of the United States (including, without limitation, any causes of

action under any data breach statutes in effect in the United States or in any states in the United

States, including but not limited to New York Labor Law § 203-d; causes of action under the

common or civil laws of any state in the United States, including but not limited to unjust

enrichment, negligence, bailment, conversion, negligence per se, breach of express contract,

breach of implied contract, breach of fiduciary duty, breach of implied covenant of good faith and

fair dealing, misrepresentation (whether fraudulent, negligent, or innocent), fraudulent

concealment or nondisclosure, invasion of privacy, public disclosure of private facts, and

misappropriation of likeness and identity; any causes of action based on privacy rights provided

for under the constitutions of the United States or of any states in the United States; and also


{00289563 } 18

including, but not limited to, any and all claims in any state or federal court of the United States,

for damages, injunctive relief, restitution, disgorgement, declaratory relief, equitable relief,

attorneys’ fees and expenses, pre-judgment interest, credit monitoring services, identity theft

insurance, statutory penalties, restitution, the appointment of a receiver, and any other form of

relief). The Released Claims do not include any claims by the Parties hereto to enforce the terms

of the Settlement.

9.2. Upon the Effective Date, and to the fullest extent permitted by law, each Releasing

Party, including Plaintiffs, shall, either directly, indirectly, representatively, as a member of or on

behalf of the general public, or in any capacity, be permanently barred and enjoined from

commencing, prosecuting, or participating in any recovery in any action in this or any other forum

(other than the participation in the Settlement as provided herein) in which any of the Released

Claims is asserted.

9.3. As of the Effective Date, TransPerfect and all Released Parties agree to fully,

completely, finally, and forever release, relinquish, and discharge Plaintiffs and Class Counsel

from all claims, known or unknown, arising out of or relating to the institution, prosecution,

settlement, or resolution of the Action (provided, however, that this release, relinquishment, and

discharge shall not include claims by the Parties hereto to enforce the terms of the Settlement).

9.4. Plaintiffs and/or any Releasing Party may hereafter discover facts other than or

different from those that he/she knows or believes to be true with respect to the subject matter of

the claims released pursuant to the terms of Paragraphs 9.1-9.3, or the law applicable to such claims

may change. Nonetheless, each of those individuals expressly agrees that, as of the Effective Date,

he/she shall have automatically and irrevocably waived and fully, finally, and forever settled and

released any known or unknown, suspected or unsuspected, asserted or unasserted, liquidated or

unliquidated, contingent or non-contingent claims with respect to all of the matters described in or

subsumed by this Paragraph and Paragraphs 9.1-9.3.

10. ATTORNEYS’ FEES, COSTS, AND EXPENSES, AND SERVICE AWARDS

10.1. Class Counsel may file a Fee Application seeking an award of attorneys’ fees of no

more than $715,000.00 and reimbursement of reasonable expenses incurred in connection with the

Action of no more than $20,000.00, and requesting payment of Service Awards to each Plaintiff

of no more than $3,500.00 each, all of which shall, if approved by the Court, be paid by

TransPerfect wholly separate and apart from and without any affect upon or reduction of the

Settlement Consideration. Neither Class Counsel’s application for, nor any individual’s

entitlement to, a Service Award shall be conditioned in any way upon such individual’s support

for this Agreement.

10.2. TransPerfect will not oppose any motion by Class Counsel for an award of

attorneys’ fees of up to $715,000.00, plus actual out-of-pocket costs not to exceed $20,000.00, and

Service Awards of up to $3,500.00 per Plaintiff. TransPerfect agrees that it has no right to appeal

the amount of any award of attorneys’ fees, costs or Service Awards so long as the amounts

awarded do not exceed $715,000.00 in attorneys’ fees, Class Counsel’s actual out-of-pocket costs

not to exceed $20,000.00, and an aggregate of $17,500 in Service Awards. TransPerfect reserves

the right to object to a fee request that exceeds the terms outlined in this paragraph.


{00289563 } 19

10.3. Class Counsel must file the Fee Application, if at all, at least fourteen (14) days

prior to the Objection Deadline.

10.4. Within ten (10) business days after the Effective Date, TransPerfect shall pay or

cause to be paid to Class Counsel the Fee and Expense Award and the Service Awards, if any are

approved by the Court, if TransPerfect receives written wire instructions and IRS Form W-9s from

Class Counsel and each Plaintiff at least thirty (30) days before the payment deadline.

10.5. No Additional Amounts Due. TransPerfect shall not be liable for any additional

attorneys’ fees and expenses of Settlement Class Counsel or the Settlement Class Representatives

in the Action.

11. TERMINATION OF SETTLEMENT

11.1. This Settlement may be terminated by either Plaintiffs or TransPerfect by serving

on counsel for the opposing Party and filing with the Court a written notice of termination within

fourteen (14) days (or such longer time as may be agreed between Class Counsel and TransPerfect)

after any of the following occurrences:

11.1.1 Settlement Class Counsel and TransPerfect agree to termination before the

Effective Date;

11.1.2 The Court refuses to grant Preliminary Approval of this Agreement in any

material respect;

11.1.3 The Court refuses to grant final approval of this Agreement in any material

respect;

11.1.4 The Court of Appeals or Supreme Court modifies the Final Judgment or

reverses it in any material respect; or

11.1.5 The Effective Date does not occur.

11.2. TransPerfect shall also have the right to terminate the Settlement by serving on

Class Counsel and filing with the Court a notice of termination within fourteen (14) days of its

receipt from the Settlement Administrator of the final report specified in Paragraph 7.2.7, if more

than two hundred (200) Settlement Class Members submit valid written notifications to exclude

themselves from the Settlement Class.

12. CONDITIONS OF SETTLEMENT

12.1. This Settlement Agreement is expressly conditioned on and subject to each of the

following conditions and, except as provided in Paragraph 11, shall be null and void and of no

force and effect, cancelled and terminated unless:

12.1.1 The Court enters a Final Approval Order and Judgment; and

12.1.2 The Final Approval Order and Judgment becomes Final.


{00289563 } 20

13. EFFECT OF A TERMINATION

13.1. The grounds upon which this Agreement may be terminated is set forth in

Paragraph 11. In the event of a termination as provided therein, this Agreement shall be considered

null and void; all of TransPerfect’s obligations under the Agreement shall cease to be of any force

and effect, the amounts in the Settlement Administration Account, if any, shall be returned to

TransPerfect; and the Parties shall return to the status quo ante in the Action as if the Parties had

not entered into this Agreement. Either party may, at any time after the termination of this

Agreement, move the Court to lift the stay of proceedings. In addition, in the event of such a

termination, all of the Parties’ respective pre-Settlement claims and defenses will be preserved,

including, but not limited to, Plaintiffs’ right to seek class certification and TransPerfect’s right to

oppose class certification.

13.1.1 In the event of a termination as provided in Paragraph 11, the Settlement

Administrator shall return the balance, if any, of the Settlement Administration Account to

TransPerfect within seven (7) days of receiving notice of the termination.

13.1.2 In the event the Settlement is terminated in accordance with the provisions

of Paragraph 11, any discussions, offers, or negotiations associated with this Settlement shall not

be discoverable or offered into evidence or used in the Action or any other action or proceeding

for any purpose. In such event, all Parties to the Action shall stand in the same position as if this

Agreement had not been negotiated, made, or filed with the Court.

13.1.3 The Settlement shall become effective on the Effective Date unless earlier

terminated in accordance with the provisions of Paragraph 11.

14. CONTACT WITH SETTLEMENT CLASS MEMBERS

14.1. Settlement Class Counsel recognizes that the Settlement Class includes current and

former TransPerfect employees and Settlement Class Counsel consents to TransPerfect

communicating with any Settlement Class Member, including in connection with the subject

matter of this Settlement Agreement.

15. DISMISSAL OF THE ACTION

15.1. Plaintiffs, on behalf of themselves and the Settlement Class Members, consent to

the dismissal of this Action with prejudice.

16. MISCELLANEOUS PROVISIONS

16.1. Entire Agreement. This Stipulation and the Exhibits constitute the entire

agreement among the Parties and supersede any prior agreements among the Parties with respect

to the subject matter hereof. All of the Exhibits referred to herein shall be incorporated by

reference as though fully set forth herein. No representations, warranties, or inducements have

been made to or relied upon by any Party concerning this Stipulation or its Exhibits, other than the

representations, warranties, and covenants expressly set forth in such documents.

16.2. Singular and Plurals. As used in this Agreement, all references to the plural shall


{00289563 } 21

also mean the singular and to the singular shall also mean the plural whenever the context so

indicates.

16.3. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of,

the successors and assigns of the Releasing Parties and the Released Parties.

16.4. Jurisdiction. The Court shall retain jurisdiction over the implementation,

enforcement, and performance of this Agreement, and shall have exclusive jurisdiction over any

suit, action, proceeding, or dispute arising out of or relating to this Agreement that cannot be

resolved by negotiation and agreement by counsel for the Parties. The Court shall retain

jurisdiction with respect to the administration, consummation, and enforcement of the Agreement

and shall retain jurisdiction for the purpose of enforcing all terms of the Agreement. The Court

shall also retain jurisdiction over all questions and/or disputes related to the Notice Program and

the Settlement Administrator. As part of its agreement to render services in connection with this

Settlement, the Settlement Administrator shall consent to the jurisdiction of the Court for this

purpose.

16.5. Amendment. This Stipulation may be amended, modified, or waived only by a

written instrument signed by counsel for all Parties hereto or their successors in interest or their

duly authorized representatives.

16.6. Obligation To Meet And Confer. Before filing any motion in the Court raising a

dispute arising out of or related to this Agreement, the Parties shall consult with each other and

certify to the Court that they have consulted.

16.7. Deadlines. If any deadline set forth in this Stipulation or the Exhibits thereto falls

on a Saturday, Sunday, or legal holiday, that deadline will be continued to the next business day.

16.8. No Conflict Intended. Any inconsistency between the headings used in this

Agreement and the text of the paragraphs of this Agreement shall be resolved in favor of the text.

16.9. Confidentiality. To the extent permitted by law and any applicable Court rules,

all agreements made and orders entered during the course of the Action relating to the

confidentiality of documents or information shall survive this Stipulation and the Effective Date.

16.10. Destruction of Confidential Information.

16.10.1 Within three (3) days after Claims payments are funded, Settlement Class

Counsel shall return or destroy all confidential, non-public information obtained in connection

with the Action and Agreement, and certify the same.

16.10.2 Within a year of the end of the Reimbursement Deadline, the Settlement

Administrator shall destroy the Class List and all information obtained or compiled from the

Action or the settlement, and provide written verification to Defendant’s Counsel.

16.11. Waiver. The waiver by any Party of any breach of this Stipulation by any other

Party shall not be deemed a waiver of that or any other prior or subsequent breach of any provision

of this Stipulation by any other Party.


{00289563 } 22

16.12. Notices. Notices in relation to this Agreement shall be provided as follows:

16.12.1 All notices to Settlement Class Counsel provided for herein, shall be sent

by email and overnight mail to:


Chantal Khalil

Finkelstein, Blankinship, Frei-Pearson & Garber, LLP

445 Hamilton Avenue, Suite 605

White Plains, NY 10601

[email protected]

[email protected]

16.12.2 All notices to TransPerfect, provided for herein, shall be sent by overnight

mail and email to:

Claudia D. McCarron

Mullen Coughlin LLC

1275 Drummers Lane, Suite 302

Wayne, PA 19087

[email protected]

16.12.3 The notice recipients and addresses designated above may be changed by

written notice. Upon the request of any of the Parties, the Parties agree to promptly provide each

other with copies of objections, requests for exclusion, or other filings received as a result of the

Notice Program.

17. REPRESENTATIONS AND WARRANTIES

17.1. No Additional Persons with Financial Interest. TransPerfect shall not be liable

for any additional attorneys’ fees and expenses of any Settlement Class Members’ counsel,

including any potential objectors or counsel representing a Settlement Class Member individually,

other than what is expressly provided for in this Agreement. Settlement Class Counsel agree to

hold TransPerfect harmless from any claim that the term “Settlement Class Counsel” (as defined

in section 1.28 of this Agreement) fails to include any counsel, person, or firm who claims that

they are entitled to a share of any attorneys’ fees awarded to Settlement Class Counsel in this

lawsuit.

17.2. Parties Authorized to Enter into Agreement. Settlement Class Representatives

and TransPerfect represent and warrant that they are fully authorized to enter into this Agreement

and to carry out the obligations provided for herein. Each person executing this Agreement on

behalf of a Settlement Class Representative or TransPerfect covenants, warrants, and represents

that he or she is and has been fully authorized to do so by the Settlement Class Representative or

TransPerfect. Each Settlement Class Representative and TransPerfect hereto further represent and

warrant that they intend to be bound fully by the terms of this Agreement.


mailto:[email protected]

{00289563 } 23

Plaintiffs and Settlement Class Counsel represent and warrant that Plaintiffs are Settlement

Class Members and that none of the Plaintiffs’ claims or causes of action that is or could

have been asserted in the Action have been assigned, encumbered, or otherwise transferred

in any manner in whole or in part.

17.3. Arm’s-Length Negotiations. The Parties represent and agree that the terms of the

Settlement 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.

17.4. Best Efforts. The Parties and their respective counsel of record agree that they will

use their reasonable best efforts to obtain (and, if necessary, defend on appeal) all necessary

approvals of the Court required by this Stipulation (including, but not limited to, using their best

efforts to resolve any objections raised to the Settlement); provided, however, that Defendant shall

have no obligation to file briefs or otherwise advocate in favor of the Fee Application referenced

in Paragraph 10, and, pursuant to the terms in Paragraph 10.2, Defendant shall take no position as

to the Fee Application.

17.5. Independent Investigation and Decision to Settle. The Parties understand and

acknowledge that they: (a) have performed an independent investigation of the allegations of fact

and law made in connection with this Action; and (b) that even if they may hereafter discover facts

in addition to, or different from, those they now know or believe to be true with respect to the

subject matter of the Action as reflected in this Agreement, that will not affect or in any respect

limit the binding nature of this Agreement. It is the Parties’ intention to resolve their disputes in

connection with this Action pursuant to the terms of this Agreement now and thus, in furtherance

of their intentions, the Agreement shall remain in full force and effect notwithstanding the

discovery of any additional facts or law, or changes in any substantive or procedural law, and this

Agreement shall not be subject to rescission or modification by reason of any changes or

differences in facts or law or changes in any substantive or procedural law, subsequently occurring

or otherwise.

17.6. Receipt of Advice of Counsel. Each Party acknowledges, agrees, and specifically

warrants that he, she, or it has fully read this Agreement and the Releases contained in Paragraph

9, received independent legal advice with respect to the advisability of entering into this

Agreement and the Releases, and the legal effects of this Agreement and the Releases, and fully

understands the effect of this Agreement and the Releases.

17.7. Time Periods. The time periods and dates described in this Agreement with

respect to the giving of notices and hearings are subject to Court approval and modification by the

Court or by written stipulation of Settlement Class Counsel and TransPerfect’s Counsel.

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

of the State of New York without regard to its choice of law principles.

17.9. No Construction Against Drafter. This Agreement shall be deemed to have been

drafted by the Parties, and any rule that a document shall be interpreted against the drafter shall

not apply to this Agreement.


{00289563 } 24

17.10. Press. Except as required by law or any other disclosure obligations, the Parties,

and the Parties’ counsel, shall not issue any press releases or make any media statements about

this case or the Settlement.

17.11. Agreement Binding on Successors in Interest. This Stipulation shall be binding

upon and shall inure to the benefit of the Parties and the Class (and, in the case of the releases, all

Released Parties) and the respective legal representatives, heirs, executors, administrators,

transferees, successors, and assigns of all such foregoing Persons and upon any corporation,

partnership, or other entity into or with which any party may merge, consolidate, or reorganize.

17.12. Enforcement. Any disagreement and/or action to enforce this Agreement shall be

commenced and maintained only in the Court in which this Action is pending.

17.13. Execution in Counterparts. This Agreement shall become effective upon its

execution by all of the Parties’ attorneys. The signatories may execute this Agreement in

counterparts. Each counterpart shall be deemed to be an original, and execution of counterparts

shall have the same force and effect as if all signatories had signed the same instrument.

17.14. Signatures. Each person executing this Agreement warrants that such person has

the full authority to do so. Signatures sent in PDF format by email will constitute sufficient

execution of this Agreement.


15


epyla

CDM

{00289524 } 25

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be

executed on its behalf by its duly authorized counsel of record, all as of the day set forth below:

Dated: December ___, 2017

Class Counsel

___________________________


FINKELSTEIN, BLANKENSHIP, FREI-

PEARSON & GARBER, LLP


Duly Authorized Signatory for TransPerfect

Global, Inc.

________________________

Adam Mimeles

General Counsel

TransPerfect Global, Inc.


Plaintiff

___________________________

Jesse Sackin


Attorney for Defendant

___________________________

Claudia D. McCarron

MULLEN COUGHLIN LLC


Plaintiff

___________________________

Peter Harris

14


{00289524 } 26


Plaintiff

___________________________

Stephen Lustigson


Plaintiff

___________________________

Nicholas Miuccio


Plaintiff

___________________________

Sarah Henderson

14


Exhibit A


Summary Notice

Sackin et al. v. TransPerfect Global, Inc., No. 1:17-cv-1469-LGS

You may be entitled to receive benefits under this class action settlement.

A federal court authorized this Notice. It is not a solicitation from a lawyer.

A proposed settlement has been reached in a lawsuit entitled Sackin et al. v. TransPerfect Global,

Inc., No. 1:17-cv-1469-LGS, pending in the United States District Court for the Southern District

of New York. The lawsuit alleges that on or about January 17, 2017, TransPerfect was the victim

of a phishing attack resulting in the disclosure of Form W-2 data and payroll information of

individuals who work for or had worked for TransPerfect and certain corporate affiliates (the “Data

Breach”). TransPerfect maintains that it had meritorious defenses, and it was prepared to

vigorously defend the lawsuit. The settlement is not an admission of wrongdoing or an indication

that TransPerfect has violated any laws.

Who Is Included? TransPerfect’s records indicate you are included in the settlement as a

Settlement Class Member because you are a current or former TransPerfect employee whose Form

W-2 data and/or payroll information was involved in the Data Breach.

What Benefits are Included in the Settlement?

Settlement Class Members have the option to enroll in additional identity theft protection

coverage at TransPerfect’s cost in the form of Experian’s Credit Plus 3-Bureau plan (“Class

Settlement Experian Plan”) for a three-year period. Each person who enrolls in the Class

Settlement Experian plan is entitled to: (i) three-bureau credit monitoring alerts; (ii) dark web

surveillance alerts; (iii) daily credit reports; (iv) fraud resolution support; and (v) up to $1

million in identity theft insurance.

Attached as an exhibit to this Summary Notice is a Summary Description of the Benefits of

the Experian Identity Theft Coverage being offered through this settlement.

Settlement Class Members who have not accepted coverage under TransPerfect’s offering of

Experian ProtectMyID identity theft protection plan (the “Original Experian Plan”), offered

shortly after the Data Breach, are able to do so without affecting their rights under the

Settlement Agreement. The deadline for enrolling in the Original Experian Plan is February

10, 2019. You may find out whether you previously accepted coverage under the Original

Experian Plan by calling Experian at 1-877-890-9332.

Settlement Class Members who have elected to receive the Class Settlement Experian plan

being offered as part of this settlement may also seek reimbursement of economic costs up to

$4,000 per Settlement Class Member that are related to the Data Breach and not reimbursed

by Experian or another third party, if supported by required documentation. Any Settlement

Class Member whose Reimbursement Claim to Experian is rejected for failure to submit a

claim within Experian’s required time period may not submit a Claim for reimbursement for

economic costs related to the Data Breach.


The Class Settlement Experian plan being provided to Settlement Class Members is available

whether or not they enrolled in the Original Experian plan.

How Do I Receive Settlement Benefits? To receive the Class Settlement Experian plan at

TransPerfect’s expense, Settlement Class Members must submit an identity theft protection

enrollment form (the “Identity Theft Protection Election Form”) to the Settlement Administrator

by December 5, 2018. To file a claim for reimbursement of economic costs, a Settlement Class

Member must first elect to receive the Class Settlement Experian plan, exhaust the insurance

benefit available through Experian, and submit a Reimbursement Form to the Settlement

Administrator by February 10, 2021. Both forms are available at

www.TransPerfectSettlement.com, by calling 1-844-824-5797, or by writing to the Settlement

Administrator at TransPerfect Settlement, 1801 Market Street, Suite 660, Philadelphia, PA 19103.

Both forms may be submitted through the Settlement Website or by mail to the Settlement

Administrator.

What Are My Options? You can do nothing, submit an Identity Theft Protection Election Form,

or exclude yourself from the settlement.

If you do nothing or submit an Identity Theft Protection Election Form, your rights will be

affected. You will not be able to sue Defendant in a future lawsuit about the claims

addressed in the settlement.

If you exclude yourself, you will not receive the listed settlement benefits — but you will

keep your right to sue Defendant in a separate lawsuit on the issues covered by the

settlement. You must contact the Settlement Administrator by mail to exclude yourself.

If you do not exclude yourself, you can object to the settlement, Class Counsel’s request

for fees and expenses, or the Settlement Class Representatives’ requests for incentive

awards.

All Requests for Exclusion and Objections must be postmarked or filed in person by June 25,

2018.

The Final Approval Hearing. The Court will hold a Final Approval Hearing at 11:00 a.m., on

August 16, 2018, at the Thurgood Marshall United States Courthouse, 40 Foley Square, Courtroom

1106, New York, NY 10007. At the Final Approval Hearing, the Court will consider whether the

proposed settlement is fair, reasonable, and adequate. The Court may also consider Settlement

Class Counsel’s request for attorneys’ fees and costs, and service awards to the Settlement Class

Representatives that filed this lawsuit. If there are objections, the Court will consider them.

Getting More Information. More information, including the Settlement Agreement and other

related documents, is available at www.TransPerfectSettlement.com.


http://www.transperfectsettlement.com/


Exhibit B


1


FOR THE SOUTHERN DISTRICT OF NEW YORK

Notice of Class Action and Proposed Settlement

You may be entitled to receive benefits under this class action settlement.

This notice summarizes the proposed settlement reached in a lawsuit entitled Sackin et al. v. TransPerfect Global,

Inc., No. 1:17-cv-1469-LGS, pending in the United States Federal District Court, Southern District of New York

(“Lawsuit”). The settlement agreement, necessary forms, and additional information are available at

www.TransPerfectSettlement.com, or by contacting the Settlement Administrator at TransPerfect Settlement,

1801 Market Street, Suite 660, Philadelphia, PA 19103.

PLEASE DO NOT TELEPHONE THE COURT OR THE COURT CLERK’S OFFICE TO INQUIRE ABOUT

THIS SETTLEMENT OR THE CLAIM PROCESS.

This notice may affect your rights – please read it carefully.

A federal court authorized this notice. This is not a solicitation from a lawyer.

The lawsuit alleges that on or about January 17, 2017, TransPerfect was the victim of a phishing attack

resulting in the disclosure of its current and former employees’ Form W-2 data and payroll information (“Data

Breach”). TransPerfect maintains that it had meritorious defenses, and it was prepared to vigorously defend

the lawsuit. The settlement is not an admission of wrongdoing or an indication that TransPerfect has violated

any laws.

If you are a current or former TransPerfect employee whose Form W-2 data and/or payroll information was

compromised in the Data Breach, you are a Settlement Class Member.

The Settlement provides that Settlement Class Members are eligible for an additional three years of

identity theft protection services at TransPerfect’s expense, including:

o All Settlement Class Members may obtain coverage in the form of Experian’s Credit Plus 3-Bureau

plan (the “Class Settlement Experian plan) for a three-year period at TransPerfect’s cost on or before

the December 5, 2018 Election Deadline. Each person who enrolls in the Class Settlement Experian

plan is entitled to: (i) three-bureau credit monitoring alerts; (ii) dark web surveillance alerts; (iii) daily

credit reports; (iv) fraud resolution support; and (v) up to $1 million in identity theft insurance. If you

elect to receive identity theft coverage in the form of the Class Settlement Experian plan, you will

receive additional enrollment information and must activate the Class Settlement Experian plan as

instructed.

o Attached as an exhibit to this Notice is a Summary Description of the Benefits of the Experian Identity

Theft Coverage being offered through this settlement.

o Settlement Class Members who have not accepted coverage under TransPerfect’s previous offering of

Experian ProtectMyID identity theft protection plan (the “Original Experian Plan”), offered shortly

after the Data Breach, are able to do so without affecting their rights under the Settlement Agreement.

The deadline for enrolling in the Original Experian Plan is February 10, 2019. You may find out

whether you previously accepted coverage under the Original Experian plan by calling Experian at 1-

877-890-9332.



2

Settlement Class Members who have elected to receive the Class Settlement Experian plan being offered

through this settlement may also seek reimbursement of economic costs up to $4,000 per Settlement

Class Members that are related to the Data Breach and not reimbursed by Experian or another third party, if

supported by required documentation. Any Settlement Class Member whose reimbursement claim to

Experian is rejected for failure to submit a claim within Experian’s required time period may not submit a

claim for reimbursement for economic costs related to the Data Breach. To be eligible for reimbursement,

you must submit sufficient evidence of your economic costs, and satisfy additional requirements. The

deadline to submit a claim is February 10, 2021.

The Class Settlement Experian plan being provided to Settlement Class Members is available whether or not

they enrolled in the Original Experian plan.


3

SUBMIT AN IDENTITY THEFT

PROTECTION ELECTION

FORM

DEADLINE:

DECEMBER 5, 2018

This is the only way for Settlement Class Members to enroll

in the Class Settlement Experian plan paid for by

TransPerfect. If you submit an Identity Theft Protection

Election Form, you will give up the right to sue TransPerfect

in a separate lawsuit about the claims this Settlement resolves.

SUBMIT ONE OR MORE

REIMBURSEMENT FORMS

DEADLINE:

FEBRUARY 10, 2021

This is the only way for Settlement Class Members to request

reimbursement of economic costs related to the Data Breach

and not otherwise reimbursed by a third party or Experian after

submission of a claim to Experian. You must elect to receive

the Class Settlement Experian plan offered through this

settlement to be eligible for reimbursement. If you submit a

Reimbursement Form, you will give up the right to sue

TransPerfect in a separate lawsuit about the claims this

Settlement resolves.

DO NOTHING Unless you exclude yourself, you are automatically part of this

Settlement. If you are a Settlement Class Member and do not

submit an Identity Theft Protection Election Form, you will

not receive any benefits of the Settlement. If you do nothing,

you will still give up the right to sue, continue to sue, or be

part of another lawsuit against TransPerfect about the legal

claims resolved by this Settlement.

EXCLUDE YOURSELF

DEADLINE: JUNE 25, 2018

You will not receive any benefits from the Settlement, but you

will not be bound by the terms of the Settlement, if approved

by the Court.

OBJECT:

DEADLINE: JUNE 25, 2018

If you do not exclude yourself from the Settlement Class, you

may object to the Settlement or to Class Counsel’s or the Class

Representatives’ requests for Class Counsel fees or Service

Awards, respectively.

GO TO A HEARING ON

AUGUST 16, 2018

You may object to the Settlement and ask the Court

permission to speak at the Fairness Hearing about your

objection.

These rights and options – and the deadlines to exercise them – are explained in this

Notice.

The Court still must decide whether to approve the Settlement. No benefits will be

provided or payments made until after the Court grants final approval of the Settlement

and all appeals, if any, are resolved.


4

QUESTIONS? READ ON AND VISIT WWW.TRANSPERFECTSETTLEMENT.COM

PAGE

BASIC INFORMATION ..................................................................................................................... 5 1. Why is this Notice being provided? 2. What is this lawsuit about? 3. Why is this a class action? 4. Why is there a Settlement?

WHO IS IN THE SETTLEMENT ........................................................................................................ 6 5. How do I know if I am part of the Settlement? 6. Are there exceptions to being included in the Settlement? 7. What if I am not sure whether I am included in the Settlement?

THE SETTLEMENT BENEFITS ........................................................................................................ 6 8. What benefits does the Settlement provide?

9. Tell me more about reimbursement of economic costs. 10. Tell me more about enrollment in the Class Settlement Experian plan.

HOW TO GET SETTLEMENT BENEFITS ......................................................................................... 7 11. How can I enroll in the Class Settlement Experian plan?

12. How do I obtain reimbursement of economic costs related to the Data

Breach?

13. When will I receive my reimbursement payment under the Settlement? 14. What am I giving up as part of the Settlement?

THE LAWYERS REPRESENTING YOU ............................................................................................ 9 15. Do I have a lawyer in the case? 16. How will the lawyers be paid?

EXCLUDING YOURSELF FROM THE SETTLEMENT ....................................................................... 9 17. What does it mean to exclude myself from the Settlement?

18. If I exclude myself, can I get anything from this Settlement? 19. If I do not exclude myself, can I sue later?

20. How do I exclude myself from the Settlement?

OBJECTING TO THE SETTLEMENT ................................................................................................ 9 21. How do I tell the Court if I do not like the Settlement?

22. What is the difference between objecting and asking to be excluded?

FINAL APPROVAL HEARING ........................................................................................................ 11 23. When and where will the Court decide whether to approve the Settlement? 24. Do I have to come to the hearing? 25. May I speak at the hearing?

IF YOU DO NOTHING ................................................................................................................... 11 26. What happens if I do nothing at all?

GETTING MORE INFORMATION .................................................................................................. 11 27. How do I get more information about the proposed Settlement?


5

BASIC INFORMATION

This Class Notice is provided pursuant to an order issued by the Court to inform you of the

proposed Settlement and the Final Approval Hearing to be held by the Court to consider, among

other things, (a) whether the Settlement is fair, reasonable and adequate and should be approved;

and (b) Class Counsel’s request for Class Counsel Fees and the Class Representatives’ request for

a Service Award. This Class Notice explains the nature of the lawsuit, the general terms of the

proposed Settlement (including the benefits available), and your legal rights and obligations. This

Class Notice is not an expression of any opinion by the Court as to the merits of the claims or

defenses asserted in the Action.

The Honorable Judge Lorna G. Schofield of the United States District Court for the Southern

District of New York is overseeing this action, which is known as Sackin et al., v. TransPerfect

Global, Inc., No. 1:17-cv-1469-LGS (the “Action”). The people that filed the lawsuit are called

“Plaintiffs.” TransPerfect is the “Defendant.”

Plaintiffs in this matter claim that on or about January 17, 2017, TransPerfect disclosed that it was

the victim of a phishing attack resulting in the disclosure of Form W-2 data and payroll information

(“Personal Data”) concerning individuals who work for or had worked for TransPerfect and certain

corporate affiliates (the “Data Breach”).

TransPerfect notified current and former employees of the Data Breach and offered two years of

free credit protection through Experian ProtectMyID® (“Original Experian Plan”).

Plaintiffs claim that TransPerfect did not adequately protect their personal information, and that

they were injured as a result of the Data Breach. TransPerfect denies any wrongdoing, and no

court or other entity has made any judgment or other determination of any wrongdoing or that any

law has been violated.

In a class action, one or more people called “class representatives” sue on behalf of themselves

and other people with similar claims. The Plaintiffs (the class representatives here), together with

the people they represent, are called Settlement Class Members. One court resolves the issues for

all Settlement Class Members, except for those people who timely exclude themselves from the

Settlement Class. In this case, the Class Representatives are: Jesse Sackin, Peter Harris, Stephen

Lustigson, Nicholas Miuccio, and Sarah Henderson.

The Court has not decided in favor of Plaintiffs or TransPerfect. Instead, both sides agreed to a

settlement. Settlement avoids the costs and uncertainty of trial and related appeals, while

providing benefits to members of the Settlement Class. The Class Representatives and attorneys

for the Settlement Class (“Settlement Class Counsel”) believe the Settlement is in the best interests

of the Settlement Class Members.


6

WHO IS IN THE SETTLEMENT

You are included in the Settlement Class if you are a member of the following:

All current and former TransPerfect employees in the United States whose Form

W-2 data and/or payroll information was compromised as a result of the Data

Breach.

The Settlement Class does not include any judge presiding over this matter and any of their first

degree relatives, judicial staff, or the officers and directors of TransPerfect.

If you are not sure whether you are in the Class, or have any other questions about the Settlement,

call the toll-free number, 1-844-824-5797. You also may write with questions to: TransPerfect

Settlement, 1801 Market Street, Suite 660, Philadelphia, PA 19103 or go to

www.TransPerfectSettlement.com.

THE SETTLEMENT BENEFITS

TransPerfect will offer Settlement Class Members the following benefits under the Settlement:

(1) Settlement Class Members have the option to enroll in additional identity theft

protection coverage at TransPerfect’s cost in the form of Experian’s Credit Plus 3-Bureau

identity theft protection plan (the “Class Settlement Experian plan”) for a period of three

years, which includes: (a) three-bureau credit monitoring alerts; (b) dark web surveillance

alerts; (c) daily credit reports; (d) fraud resolution support; and (e) up to $1 million in

identity theft insurance;

Attached as an exhibit to this Summary Notice is a Summary Description of the Benefits

of the Experian Identity Theft Coverage being offered through this settlement; and

(2) Settlement Class Members who have elected to receive the Class Settlement Experian

plan being offered as part of this settlement may seek reimbursement of economic costs up

to $4,000.00 per Settlement Class Member, which are: (a) related to the Data Breach; (b)

not reimbursed by a third party or Experian after submission of a claim to Experian; (c)

supported by required documentation; and (d) meet all requirements set forth in the

Reimbursement Form and the Settlement Agreement. In order to be eligible for

reimbursements, Settlement Class Members must be enrolled in the Class Settlement

Experian plan.

Complete details regarding the settlement benefits are available in the Settlement Agreement,

which is available at www.TransPerfectSettlement.com.

Settlement Class Members can enroll in the following Experian Identity Theft Protection plan:

Identity Theft Protection. Any Settlement Class Member who does not submit a timely request

for exclusion from the Settlement Class shall have the option to elect to enroll in the Class

Settlement Experian plan in the form of Experian’s Credit Plus 3-Bureau plan for three years of




7

triple bureau coverage, at TransPerfect’s cost, on or before the December 5, 2018 Election

Deadline. If a Settlement Class Member elects to receive the Class Settlement Experian plan

identity theft protection coverage, he or she must activate the Experian plan in accordance with

the instructions provided. The Class Settlement Experian plan being provided to Settlement Class

Members is available whether or not they enrolled in the original Experian plan.

Settlement Class Members who have not accepted coverage under TransPerfect’s previous

offering of Experian ProtectMyID identity theft protection plan (the “Original Experian Plan”),

offered shortly after the Data Breach, are able to do so without affecting their rights under the

Settlement Agreement. The deadline for enrolling in the Original Experian Plan is February 10,

2019. You may find out whether you previously accepted coverage under the Original Experian

Plan by calling Experian at 1-877-890-9332.

Reimbursement of Economic Costs. Any Settlement Class Member who has enrolled in the

Class Settlement Experian plan being offered through this settlement may also seek reimbursement

of economic costs up to $4,000 per Settlement Class Member that are related to the Data Breach

and not otherwise reimbursed by Experian or another third party, and which are supported by

required documentation. However, no Settlement Class Member may submit a Reimbursement

Form unless said Settlement Class Member has first elected to receive the Class Settlement

Experian plan, submitted a Reimbursement Claim to Experian under an Experian plan, Experian

has denied the claim, and said Settlement Class Member has exhausted Experian’s claims process.

Any Settlement Class Member whose Reimbursement Claim to Experian is rejected for failure to

submit a claim within Experian’s required time period may not submit a Claim for reimbursement

for economic costs related to the Data Breach.

Settlement Class Members who wish to make a Claim for reimbursement of economic costs related

to the Data Breach must provide to the Settlement Administrator information required to evaluate

the claim, including: (a) the Claimant’s name and current address; (b) if applicable, a signed copy

of IRS Form 14039 along with a statement under penalty of perjury that the form was submitted

to the Internal Revenue Service; (c) the bills or invoices documenting the amount of the Claim and

proof that the bills or invoices were paid; (d) documentation showing that the claim was submitted

and denied by Experian; and (e) a statement signed under penalty of perjury indicating that: (i) the

monetary loss claimed is related to the Data Breach; and (ii) the total amount claimed has not been

reimbursed by any other third party. Third-party documentation of a monetary loss is required to

establish a claim.

If a Settlement Class Member was provided notice of his or her entitlement to enroll in an Experian

plan, but was not enrolled in such service at the time of the loss for which she or he seeks

reimbursement arose, and the loss would have been covered under the identity theft insurance

coverage provided through an Experian plan had the Settlement Class Member been enrolled, then

the loss may not be claimed for reimbursement hereunder.

HOW TO RECEIVE SETTLEMENT BENEFITS

To receive the Class Settlement Experian plan at TransPerfect’s expense, Settlement Class

Members must submit an Identity Theft Protection Election Form by mail or through the

Settlement Website by December 5, 2018. The Settlement Administrator will notify you of any


8

deficiencies with respect to your Identity Theft Protection Election Form, and you will have 21

days after such notice is sent to correct these deficiencies. The Settlement Administrator will then

issue a final decision on your entitlement to the Class Settlement Experian plan.

An Identity Theft Protection Election Form is available at www.TransPerfectSettlement.com or

by calling 1-844-824-5797. Identity Theft Protection Election Forms are also available by writing

to the Settlement Administrator at TransPerfect Settlement, 1801 Market Street, Suite 660,

Philadelphia, PA 19103.

For reimbursement of documented economic costs related to the Data Breach that have not been

reimbursed by Experian or other third party, up to an aggregate total of $4,000.00 in reimbursement

per Settlement Class Member, you must have elected to receive the Class Settlement Experian

plan, exhaust the insurance benefit available through Experian, complete and submit a

Reimbursement Form(s) and provide documentation proving the economic costs as described

above. You can get the Reimbursement Form at www.TransPerfectSettlement.com or by calling

1-844-824-5797. For each Reimbursement Form, you must read the instructions carefully, fill out

the form completely, attach the required documentation, and either submit the form and

documentation through the Settlement Website, or mail the form postmarked no later than

February 10, 2021, to:

TransPerfect Settlement,

1801 Market Street, Suite 660

Philadelphia, PA

If you have questions about how to file a claim, call 1-844-824-5797 or go to

www.TransPerfectSettlement.com.

If you file a timely and valid Reimbursement form and submit required documentation, the

Settlement Administrator will evaluate your claim to confirm your eligibility and calculate your

payment amount. The Settlement Administrator will notify you of any deficiencies with respect to

your claim, and you will have 21 days after such notice is sent to correct these deficiencies. The

Settlement Administrator will then issue a final decision on your claim.

Payments for valid claims will not be made until after the Settlement is finally approved and all

appeals and other reviews have been exhausted.

Unless you exclude yourself, you cannot sue TransPerfect or be part of any lawsuit against

TransPerfect about any of the issues in this Action. Unless you exclude yourself, all of the

decisions by the Court will bind you. The specific claims you are giving up are described in

Paragraph 9 of the Settlement Agreement. You will be releasing your claims against TransPerfect

and all related people as described in Paragraph 9.

The Settlement Agreement is available at www.TransPerfectSettlement.com or by calling 1-844-

824-5797. The Settlement Agreement describes the released claims with specific descriptions, so

please read it carefully. If you have any questions about what this means, you can talk to Settlement

Class Counsel, or you can talk to your own lawyer at your own expense.






9

THE LAWYERS REPRESENTING YOU

Yes, you do have a lawyer in the case. The Court appointed the law firm of Finkelstein,

Blankinship, Frei-Pearson & Garber, LLP to represent you and the Settlement Class. This firm is

called “Settlement Class Counsel.” You will not be charged by these lawyers for their work on

this case. If you want to be represented by your own lawyer, you may hire one at your own

expense.

Class Counsel will ask the Court for TransPerfect to pay for reasonable attorneys’ fees of up to

$715,000.00, plus actual costs of up to $20,000.00, and Class Representative service awards not

to exceed $3,500 each ($17,500.00 in total). The Court will decide the amount of attorneys’ fees,

costs, and service awards. Any attorneys’ fees, costs, and service awards approved will be paid

by TransPerfect and will not reduce the benefits provided to you or the other Settlement Class

Members under the proposed Settlement.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you want to keep the right to sue or continue to sue TransPerfect about the legal claims in this

case, you must take steps to exclude yourself from the Settlement Class. Excluding yourself is

also called “opting out” of the Settlement.

No, if you exclude yourself, you cannot get anything from the Settlement. If you exclude yourself,

you may not apply for any benefits under the proposed Settlement and you cannot object to the

proposed Settlement.

No, if you do not exclude yourself, you cannot sue later. Unless you exclude yourself, you give up

the right to sue TransPerfect for all of the claims that this proposed Settlement resolves.

To exclude yourself from the proposed Settlement, you must timely submit, by U.S. Mail, written

notice of your intent to opt-out of the Settlement to the Settlement Administrator’s designated

address established for opt-outs. The written notice must clearly manifest your intent to be

excluded from the Settlement Class in Sackin et al., v. TransPerfect Global, Inc., No. 1:17-cv-

1469-LGS, and must be signed by you. You can only request exclusion for yourself: you cannot

request to exclude any other member of the Settlement Class. Mass opt-outs are not permitted.

To be effective, written notice must be postmarked by June 25, 2018 and mailed to:

TransPerfect Settlement – Exclusion Request

PO BOX 30456

Philadelphia, PA 19103

You cannot ask to be excluded on the phone, by email, or on the website.

OBJECTING TO THE SETTLEMENT

If you are a Settlement Class Member, you can object to or comment on the Settlement, Settlement

Class Counsel’s request for attorneys’ fees, costs, and expenses, and/or the Settlement Class


10

Representatives’ request for service awards. To object, you must state in writing that you object to

the Settlement, and include the following information in your written objection:

1. The name of the Action;

2. Your full name, mailing address, telephone number, and e-mail address;

3. A statement of the basis on which you claim to be a Settlement Class Member;

4. A written statement of all grounds for your objection, accompanied by any legal support

for the objection, and any evidence you wish to introduce in support of the objection;

5. The identity of all counsel, if any, representing you, including any former or current

counsel who may claim entitlement to compensation for any reason related to the objection

to the Settlement or the Fee Application;

6. A statement confirming whether you intend to personally appear and/or testify at the Final

Approval Hearing and the identification of any counsel representing you who intends to

appear at the Final Approval Hearing;

7. A list of any persons who will be called to testify at the Final Approval Hearing in support

of the objection; and

8. Your signature signed under oath and penalty of perjury or, if legally incapacitated, the

signature of your duly authorized representative (along with documentation setting forth

such legal incapacitation and representation) (an attorney’s signature is not sufficient).

Failure to include this information may be grounds for the Court to disregard your objection.

To submit an objection, send a letter the Court either by: (a) mailing it to the Clerk of the Court,

United States District Court for the Southern District of New York, Thurgood Marshall United

States Courthouse, 40 Foley Square, New York, NY 10007, or; (b) filing the objection in person

at any location of the United States District Court for the Southern District of New York. Mailed

objections must be filed or postmarked on or before the Objection Deadline, which is June 25,

2018.

You can object to the Settlement when you wish to remain a Settlement Class Member and be

subject to the Settlement, but disagree with some aspect of the Settlement. An objection allows

your views to be heard in Court.

Excluding yourself from the Settlement Class means that you are no longer a Settlement Class

Member and do not want the Settlement to apply to you. Once you are excluded, you lose the

right to receive any benefits from the Settlement or to object to any aspect of the Settlement

because the case no longer affects you.


11

FINAL APPROVAL HEARING

The Court will hold a Final Approval Hearing at 11:00 a.m., on August 16, 2018, at the Thurgood

Marshall United States Courthouse, 40 Foley Square, Courtroom 1106, New York, NY 10007. At

the Final Approval Hearing, the Court will consider whether the proposed Settlement is fair,

reasonable, and adequate. The Court may also consider Class Counsel’s request for attorneys’ fees

and costs, and the service awards. If there are objections, the Court will consider them. After the

Final Approval Hearing, the Court will decide whether to approve the proposed Settlement and

how much to award to Class Counsel as fees and costs, and the service awards.

The Final Approval Hearing may be moved to a different date or time without additional notice,

so it is recommended that you periodically check www.TransPerfectSettlement.comand the Court

docket in this case through the Court’s Public Access to Electronic Records (PACER) system at

https://ecf.nysd.uscourts.gov to confirm the date of the Final Approval Hearing.

No, you do not have to attend the hearing. Class Counsel will answer any questions the Court may

have. However, you are welcome to attend the hearing at your own expense. If you submit a written

objection, you do not have to come to the Fairness Hearing to raise your objection. As long as you

timely mailed your written objection, the Court will consider it. You also may pay your own lawyer

to attend the Final Approval Hearing, but their attendance is not necessary.

Yes, you may speak at the hearing. If you would like to do so, you must indicate your intent to

personally appear and/or testify at the Final Approval Hearing, and identify any counsel

representing you who intends to appear at the Final Approval Hearing, when providing written

notice of your objection as noted in Question 21 above regarding how to object to the Settlement.

You cannot speak at the hearing if you exclude yourself from the Settlement.

IF YOU DO NOTHING

If you are a Settlement Class Member and you do nothing, you will be legally bound by the

Settlement, and you will not receive any benefits of the Settlement, including but not limited to

the Experian Credit Plus 3-Bureau plan, or reimbursement for economic costs related to the Data

Breach. You will not be able to bring a lawsuit, continue a lawsuit, or be a part of any other lawsuit

against TransPerfect about the claims in this case.

If you would like to request benefits under the Settlement, you must follow the instructions

described in sections 11-12 above.

GETTING MORE INFORMATION

This notice summarizes the proposed Settlement. More details are included in the Settlement

Agreement. You can get a copy of the Settlement Agreement at www.TransPerfectSettlement.com.

You also may write with questions to the Settlement Administrator, at

[email protected] or TransPerfect Settlement, 1801 Market

Street, Suite 660, Philadelphia, PA 19103 . You can access Identity Theft Protection Election

Forms and Reimbursement Forms and review additional documents on the Settlement Website.




12

You can also request to receive Identity Theft Protection Election Forms and Reimbursement

Forms, a copy of the Settlement Agreement, and a detailed notice by mail by calling the toll-free

number, 1-844-824-5797.


Exhibit C



Settlement Identity Theft Protection Extension and Enrollment Election Form

Submission Deadline: December 5, 2018

You may quickly and easily file your Election Form online at

www.TransPerfectSettlement.com

The Settlement Class is defined as all current and former TransPerfect employees in the United

States whose 2015 Form W-2 data and/or payroll information was compromised as a result of the

Data Breach. You may submit this Election Form only if you are a Settlement Class Member in

the above action.

As a member of the Settlement Class, if you do not submit a timely request for exclusion from

the Settlement Class, you are entitled to obtain coverage under Experian’s Credit Plus 3-Bureau

plan for a three-year period at TransPerfect’s cost.

Settlement Class Members who elect to receive coverage under Experian’s Credit Plus 3-Bureau

plan will receive enrollment information for coverage under Experian’s Credit Plus 3-Bureau

plan for a three-year period.

To elect the Experian Credit Plus 3-Bureau plan, please provide the following information:

󠆲 I want to ENROLL in Experian’s Credit Plus 3-Bureau plan for a three-year period at

TransPerfect’s cost. I declare under penalty of perjury that I am a Settlement Class Member and

that the information provided below is true and accurate.

First Name: ________________________ MI: ____ Last Name: ________________________

Address: _____________________________________________________________________

E-Mail: __________________________ Phone Number: ______________________________

Signature: ____________________________________ Date: __________________________

The deadline to submit this form is December 5, 2018 online at

www.TransPerfectSettlement.com or by mail to TransPerfect Settlement, 1801

Market Street, Suite 660, Philadelphia, PA 19103.




Exhibit D


TransPerfect Settlement,

1801 Market Street, Suite 660

Philadelphia, PA 19103


FOR THE SOUTHERN DISTRICT OF NEW YORK


REIMBURSEMENT FORM

Eligible Settlement Class Members may submit one or more claims for reimbursement

(“Claims”) for documented economic costs related to the Data Breach which have not been

reimbursed by Experian or other third party, up to an aggregate of $4,000.00 in reimbursement

per Settlement Class Member, provided, however, that no Settlement Class member for whom an

Experian plan has been provided by TransPerfect may submit a Claim unless said Settlement

Class Member has first submitted a Claim to Experian, Experian has denied the claim, and said

Settlement Class Member has exhausted Experian’s claims process.

Additional information is contained in the Notice and the Settlement Agreement, both of which

are available at www.TransPerfectSettlement.com or by calling 1-844-824-5797.

Settlement Class Members who wish to make a Claim for reimbursement of economic costs

related to the Data Breach must provide to the Settlement Administrator information required to

evaluate the Claim, including: (a) the Claimant’s name and current address; (b) if applicable, a

signed copy of IRS Form 14039 along with a statement under penalty of perjury that the form

was submitted to the Internal Revenue Service; (c) the bills or invoices documenting the amount

of the Claim and proof that the bills or invoices were paid; (d) documentation showing that the

Claim was submitted and denied by Experian; and (e) a statement signed under penalty of

perjury indicating that: (i) the economic costs claimed is related to the Data Breach; and (ii) the

total amount claimed has not been reimbursed by any other third party. Third-party

documentation of the economic costs is required to establish a Claim.

If a Settlement Class Member was provided notice of his or her entitlement to enroll in an

Experian plan, but was not enrolled in such service at the time of the loss for which she or he

seeks reimbursement arose, and the loss would have been covered under the identity theft

insurance coverage provided through an Experian plan had the Settlement Class Member been

enrolled, then the loss may not be claimed for reimbursement hereunder. In addition, any

Settlement Class Member whose Reimbursement Claim to Experian is rejected for failure to

submit a claim within Experian’s required time period may not submit a Claim for

reimbursement for documented economic costs related to the Data Breach.

Settlement Class Members must submit this documentation along with the form required below

through the Settlement Website, or by mailing it to the following address:

TRANSPERFECT SETTLEMENT

1801 MARKET STREET, SUITE 660

PHILADELPHIA, PA 19103



If you have any questions, call 1-844-824-5797 or go to www.TransPerfectSettlement.com for

more information.

Deadline: All Claims must be submitted to the Settlement Administrator on or before February

10, 2021.

CLAIMAINT INFORMATION

Please Type or Print in the Boxes Below

First Name MI Last Name

Mailing Address (Street, PO Box, Suite or Office Number)

City State Zip Code

Additional Information

Email Address (optional)

Telephone Number (optional)

I declare under penalty of perjury that:

The economic costs I have claimed on this form is related to the Data Breach; and

The total amount claimed has not been reimbursed by any other third party.

You may submit one or more reimbursement requests, but all of your requests cannot exceed an

aggregate $4,000. Only one (1) form is needed for multiple costs incurred from the Data Breach.

Amount Requested:

$ , .

Documentary proof must be submitted to support your exact claim amount.

Please provide a brief description of economic costs requested in this Claim, as well as an explanation of

how such losses are related to the Data Incident. (You may attach additional pages if necessary).



Signature:

Print Name:

Date:

Your claim will be submitted to the Settlement

Administrator for review. If your

Reimbursement Form is incomplete, untimely, or

contains false information, it may be rejected by

the Settlement Administrator. If your claim is

approved, you will be mailed a check at the street

address you provide. This process takes time;

please be patient.

REIMBURSEMENT FORMS MUST BE SUBMITTED ONLINE OR POSTMARKED

NO LATER THAN FEBRUARY 10, 2021 TO BE ELIGIBLE FOR PAYMENT. FILE

ONLINE AT WWW.TRANSPERFECTSETTLEMENT.COM OR MAIL THIS CLAIM

FORM TO TRANSPERFECT SETTLEMENT, 1801 MARKET STREET SUITE 660,

PHILADELPHIA PA 19103



Exhibit 2


2

FIRM RESUME


3

Finkelstein, Blankinship, Frei-Pearson & Garber, LLP

The lawyers of Finkelstein, Blankinship, Frei-Pearson & Garber, LLP (“FBFG”)1 have

successfully litigated complex class actions in federal and state courts across the country, and have

obtained successful results for clients against some of the world’s largest corporations. A sampling

of the Firm’s more significant cases includes:

Saint Joseph Health System Medical Information Cases, JCCP No. 4716 (Cal. Sup. Ct.). Complex class action on behalf of approximately 31,800 patients who were victimized by a data breach. An FBFG lawyer was appointed co-lead class counsel. The Court denied Saint Joseph’s demurrer and the Court of Appeals upheld that ruling. The Court certified the class and denied Saint Joseph’s summary judgment motion; the Court of Appeals upheld those rulings as well. On the eve of trial the parties reached a settlement valued at approximately $39 million and the Court granted final approval of that settlement on February 3, 2016. This settlement provides the more money per capita to individual class members than any other known data breach settlement on record.

Wise v. Energy Plus Holdings, LLC, No. 11-7345 (S.D.N.Y.). Nationwide class

action alleging that Energy Plus falsely claimed to offer competitive electricity rates

when its prices are substantially higher than market rates in violation of New York

Gen. Bus. L. § 349 and other consumer protection laws. On September 17, 2013,

the Court certified the class, appointed the lawyers of FBFG as lead class counsel,

and approved the settlement valued at over $11 million.

Chen v. Hiko Energy, LLC, No. 14-1771 (S.D.N.Y.). Multistate class action

alleging that Hiko falsely claimed to offer competitive electricity rates when its

prices are substantially higher than market rates in violation of New York Gen. Bus.

L. § 349 and other consumer protection laws. On May 9, 2016, the Court certified

the class, appointed the lawyers of FBFG as class counsel, and approved the

settlement valued at over $10 million.

Goldemberg v. Johnson & Johnson Consumer Companies, Inc., No. 13-3073

(S.D.N.Y.). Class action alleging deceptive labeling in connection with Defendant’s Aveeno Naturals brand of personal care products. Plaintiffs defeated Defendant’s motions to dismiss and exclude Plaintiffs’ expert’s report, and obtained class certification and an appointment as Co-Lead Class Counsel. On November 1, 2017, the Court approved a proposed settlement valued at $6.75 million.

In Re: KIND LLC “Healthy and All Natural” Litigation, Nos. 15-MD-2645, 15-

MC-2645 (S.D.N.Y.). Class action alleging false advertising of Defendant KIND’s snack food products. Appointed as co-lead interim class counsel on November 13, 2015.

1 Three of the founding partners of FBFG were formerly partners in the firm of Meiselman,

Packman, Nealon, Scialabba & Baker, P.C. (“MPNSB”). References in this resume to “lawyers

of FBFG” includes instances involving current FBFG lawyers while they were at MPNSB.


4

Bellino v. JPMorgan Chase Bank, N.A., No. 14-3139 (S.D.N.Y.). Statewide class action on behalf of mortgagors alleging Chase’s failure to comply with mortgage recording requirements. On November 9, 2017, the Court approved a settlement valued at $10,808,630, certifying the settlement class and appointing FBFG attorneys as class counsel.

Reed v. Friendly’s Ice Cream, LLC, No. 15-0298 (M.D. Pa.). Nationwide class and

collective minimum wage and overtime claim on behalf of approximately 10,000

servers. On January 31, 2017, the Court certified the class, appointed an FBFG

lawyer as co-lead class counsel, and approved the settlement valued at over $4.6

million.

Castillo v. Seagate Technology LLC, No. 16-1958 (N.D. Cal.). Class action on

behalf of over 12,000 individuals victimized by a data breach. On September 19,

2016, the Court denied Seagate’s motion to dismiss in part. On October 19, 2017,

the Court granted preliminary approval of the settlement agreement valued at up to

$42 million and appointed an FBFG attorney as co-lead class counsel.

Quinn v. Walgreen, No. 12-8187 (S.D.N.Y.). Nationwide settlement valued at $2.8

million to resolve Plaintiffs’ claim that Defendant’s glucosamine products did not

perform as represented. On March 24, 2015, the Court certified the class, appointed

FBFG lawyers as Co-Lead Class Counsel and approved a nationwide $2.8 million

settlement.

Al Fata v. Pizza Hut of America, Inc., No. 14-376 (M.D. Fla.). Statewide minimum

wage claim on behalf of approximately 2,000 Pizza Hut delivery drivers. On June

21, 2017, the Court certified the class and approved a settlement valued at $3.1

million that provided the then-highest per-person recovery in any delivery driver

under-reimbursement class action.

Adler v. Bank of America, N.A, No. 13-4866 (S.D.N.Y.). Class action alleging that

Bank of America failed to timely present certificates of discharge for mortgages

that were satisfied in New York State. On July 20, 2016, the Court certified the

class, appointed the lawyers of FBFG as class counsel, and approved the settlement

valued at over $7 million.

In re Michaels Stores, Inc. Zip Code Litigation, No. 11-10920 (D. Mass.). State-

wide class action alleging that Michaels Stores unlawfully collected consumers’ private information. After securing a groundbreaking decision by the Massachusetts Supreme Judicial Court, establishing that consumers whose privacy has been violated may bring consumer protection claims against companies that unlawfully collect personal identification information, the lawyers of FBFG were appointed as co-lead class counsel and negotiated a class-wide settlement, which the Court approved.

FBFG is also counsel of record in numerous class actions throughout the country, including

cases pending in United States District Courts in New York, California, Florida, Massachusetts,


5

Nevada and Pennsylvania, as well as actions pending in the state courts of California, Florida,

Maryland, Massachusetts, New Jersey and New York.

Attorney Profiles


Jeremiah Frei-Pearson is a founding partner of Finkelstein, Blankinship, Frei-Pearson & Garber.

He is a passionate advocate and an experienced litigator who represents consumers and employees

in complex class actions. As a result of the victories he has won for his clients, the National Trial

Lawyers Association selected Mr. Frei-Pearson as a member of the Top 100 Trial Lawyers from

2014 to 2017. Mr. Frei-Pearson is a member of the Best Attorneys of America, a distinction that

is limited to less than 1% of attorneys, and he is also designated as Super Lawyer, a distinction

awarded to only 5% of the New York Metro Area. Mr. Frei-Pearson practices in federal and state

courts throughout the country and his areas of expertise include class actions, privacy, consumer

fraud, employment law, and civil rights.

Prior to joining the Firm, Mr. Frei-Pearson was an associate with Kaye Scholer LLP, a

multinational law firm, and a staff attorney with Children’s Rights, a national public interest law

firm representing children in foster care in class action reform lawsuits. Mr. Frei-Pearson received

his B.A. from Skidmore College, Magna Cum Laude, Phi Beta Kappa in 2000 and he earned his

J.D. in 2003 from Stanford Law School. While in law school, Mr. Frei-Pearson was a Public

Interest Fellow and served as Senior Symposium Editor of the Stanford Law & Policy Review.

A sampling of Mr. Frei-Pearson’s significant cases includes:

Appointed co-class counsel in Saint Joseph Health System Medical Information

Cases, JCCP No. 4716 (Cal. Sup. Ct.). The Court denied Saint Joseph’s demurrer

and the Court of Appeals upheld that ruling. After more than two years of litigation,

the Court granted Plaintiffs’ motion to certify a class of approximately 31,802 data

breach victims. On January 14, 2015, the Court denied Saint Joseph’s motion for

summary judgment. The Court of Appeals upheld the Court’s summary judgment

and class certification decisions. The case was set for trial on August 24, 2015, but

the parties reached a settlement valued at approximately $39 million, which the

Court finally approved on February 3, 2016. This settlement provides the more

money per capita to individual class members than any other known data breach

settlement on record.

Appointed co-class counsel in Reed v. Friendly’s Ice Cream, LLC, No. 15-cv-00298

(M.D. Pa.). The Court denied motions to dismiss and ruled for plaintiffs on several

other motions in this wage and hour class action. On January 31, 2017, the Court

certified the class, appointed an FBFG lawyer as co-lead class counsel and finally

approved a settlement valued at over $4.6 million.

Appointed co-class counsel in Al Fata v. Pizza Hut of America, Inc., No. 14-cv-376

(M.D. Fla.). The Court denied defendant’s motion to compel arbitration. While

Plaintiffs’ class certification motion was sub judice, the parties reached a class


6

settlement on behalf of a Florida class of delivery drivers alleging minimum wage

violations. The Court granted final approval of the settlement, which is valued at

$3.1 million, on June 21, 2017.

Appointed class counsel in Hanna v. CFL Pizza, LLC, No. 05-2011-CA-52949 (Fl.

Cir. Court). On September 3, 2013, the Court granted final approval of a settlement

that created a substantial settlement fund for under-reimbursed Pizza Hut franchisee

delivery drivers who alleged violations of Florida minimum wage law.

Appointed co-class counsel in Bellaspica v. PJPA, LLC, No. 13-3014 (E.D. Pa.).

On June 22, 2016, the Court granted final approval of a FLSA collective action

settlement, providing a settlement fund for under-reimbursed Papa John’s

franchisee pizza delivery drivers.

Appointed class counsel in Yoeckel v. Marriott, No. 703387 (Queens Cty. Com.

Div.). Class action alleging that Marriott violated New York wage and hour laws.

On May 3, 2017, the Court certified a class and finally approved a settlement that

provided class members with 100% of their maximum compensatory damages

alleged.

Appointed co-lead class counsel in Castillo v. Seagate Technology LLC, No. 16-

02136 (N.D. Cal.). Class action on behalf of over 12,000 individuals victimized by

a data breach. On September 19, 2016, the Court denied Seagate’s motion to

dismiss in part. On October 19, 2017, the Court granted preliminary approval of

the settlement agreement valued at up to $42 million.

Appointed co-class counsel in Miller v. Fresh, No. 14-0880 (Mass. Suffolk Cty.).

State-wide class action alleging that Fresh unlawfully collected consumers’

personal identification information. On July 15, 2015 the Court certified a class

and granted final approval to a settlement.

Appointed co-class counsel in Miller v. Patagonia, No. 14-0888 (Mass. Suffolk

Cty.). State-wide class action alleging that Patagonia unlawfully collected

consumers’ personal identification information. On February 9, 2015 the Court

certified a class and granted final approval to a settlement.

Counsel to the Plaintiffs in D.G. ex rel. Stricklin v. Henry, No. 08-cv-074 (N.D.

Okl.). In this class action to reform Oklahoma’s foster care system, the Court

certified a statewide class of Oklahoma’s foster children (an opinion that was

affirmed by the Tenth Circuit). As a result of this litigation, Oklahoma has

committed to restructuring its state foster care agency to eliminate dangerous

practices (such as an unsafe shelter where babies in state custody disproportionately

suffered fractured skulls), and improve measurable outcomes for children in state

custody.


7

As counsel in Charlie and Nadine H. v. Christie, No. 99-3678 (D.N.J.), worked

with the state agencies, a federally appointed monitor, and the Court to help ensure

implementation of a consent decree to reform New Jersey’s foster care system.

Among many other significant achievements under the consent decree, New Jersey

broke a record for adoptions achieved, significantly reformed supervision

procedures that were inadequate, and substantially increased the percentage of

foster children who subsequently attended college. Mr. Frei-Pearson continues to

be involved in this litigation in a pro bono capacity.

Mr. Frei-Pearson has received numerous awards for his legal work, including the New York City

Bar Association’s Thurgood Marshall Award for his work on death penalty cases, a citation from

the New York City Council for his child advocacy work, and the 2010 Palomountain Award from

Skidmore College.

Mr. Frei-Pearson is admitted to practice in New York and is a member of the bars of the U.S.

District Courts for the Eastern, Western and Southern Districts of New York.

Greg Blankinship

Greg Blankinship is a founding partner of FBFG, and he specializes in class actions in state and

federal courts. Mr. Blankinship has worked on substantial class action matters representing both

defendants and plaintiffs in numerous state, federal, and multi-district class actions, including

wage and hour and consumer fraud matters. Mr. Blankinship has been named class counsel by

numerous courts. Mr. Blankinship was designated a New York Super Lawyer in 2014 and 2015,

a distinction earned by only five percent of the lawyers in the New York metro area.

Prior to joining the Firm, Mr. Blankinship was an associate with Skadden, Arps, Slate, Meagher

& Flom LLP and Greenberg Traurig, LLP. Mr. Blankinship received his B.A. from Emory

University in 1991 and his M.A. from the University of North Carolina in 1995. He attended law

school at the University of Washington, where he earned his J.D. in 2003. While in law school,

Mr. Blankinship was a member of the University of Washington Law Review.

A sampling of Mr. Blankinship’s successful cases includes:

Counsel in Wise v. Energy Plus Holdings LLC, No. 11-7345 (S.D.N.Y.). Plaintiffs alleged

that Energy Plus, an independent electricity supplier, misrepresented that its rates were

reflective of the market when they were much higher. The Court granted final approval of

a settlement covering more than 400,000 consumers in eight states and valued at more than

$11,000,000.

Appointed Co-Lead Class Counsel in Tyler v. Michaels Stores, Inc., No. 11-cv-

10920 (D. Mass.). Plaintiff alleged that Michaels unlawfully collected consumers’ personal identification information. The Court granted final approval of a class-wide settlement.

Appointed Class Counsel in Brenner v. J.C. Penney Company, Inc., No. 13-11212 (D.

Mass.). Plaintiff alleged that J.C. Penney requested and recorded customers’ ZIP codes,


8

which it then used to identify consumers’ mailing addresses to send them junk mail, in

violation of Massachusetts law. The Court granted final approval of a settlement valued at

more than $3.5 million.

Appointed Class Counsel in Brenner v. Kohl’s Corporation, No. 13-cv-10935 (D.

Mass). State-wide class action alleging that Kohl’s unlawfully collected

consumers’ personal identification information. On December 5, 2013, the Court

granted preliminary approval to a settlement valued at $435,000 and appointed

lawyers of FBFG class counsel.

Appointed Interim Co-Lead Class Counsel in Chen v. HikoEnergy, LLC, No. 14-

cv-01771 (S.D.N.Y.). State-wide class action alleging that Hiko charged deceptively high electricity and natural gas rates.

Appointed Interim Co-Lead Class Counsel in Goldemberg v. Johnson & Johnson Consumer Companies, Inc., No. 13-3073 (S.D.N.Y.). Class action alleging deceptive labeling in connection with Defendant’s Aveeno Naturals brand of personal care products. Plaintiffs defeated Defendant’s motions to dismiss and exclude Plaintiffs’ expert’s report, and won class certification. On November 1, 2017, the Court approved a proposed settlement valued at $6.75 million.

Appointed Interim Co-Lead Class Counsel in Tyler v. Bed Bath & Beyond, Inc., No. 13-

10639 (D. Mass.). Plaintiff alleged that Bed, Bath & Beyond illegally requested and

recorded customers’ ZIP codes.

Mr. Blankinship has also prosecuted numerous class actions on behalf of consumers in

Massachusetts and nationwide, including claims brought against a prominent video game

manufacturer for allegedly intentionally disabling valuable game console features it had previously

and prominently advertised, claims brought against a chewing gum manufacturer for alleged false

advertising concerning unsubstantiated health benefits, claims brought against a national retail

chain for overcharging its customers for their prescriptions, and claims brought against internet

marketers for alleged unauthorized credit charges. Mr. Blankinship’s broad experience as a

litigator has also exposed him to a wide variety of substantive business and consumer issues. He

also has substantial experience with the issues and procedural aspects of large class action and

complex cases.

Mr. Blankinship is admitted to practice in New York and Massachusetts and is a member of the

bars of the U.S. District Courts for the Eastern, Western and Southern Districts of New York, the

District of Connecticut, the District of Massachusetts, and the First and Second Circuit Courts of

Appeals.

Todd S. Garber

Todd S. Garber is a founding partner in the Firm. Mr. Garber is an experienced litigator, who

practices in state and federal courts. His areas of experience include class actions, consumer fraud,

securities fraud, complex commercial disputes, business torts, antitrust, and general litigation. Mr.


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Garber was designated a New York Super Lawyer in 2013 and 2014, a distinction earned by only

five percent of the lawyers in the New York metro area.

Prior to joining the Firm, Mr. Garber worked at Lowey Dannenberg Cohen & Hart, P.C., where

he prosecuted and defended complex commercial litigation matters and class actions.

Mr. Garber’s career achievements include:

Appointed Class Counsel in Brenner v. J.C. Penney Company, Inc., No. 13-11212 (D.

Mass.). Plaintiff alleged that J.C. Penney requested and recorded customers’ ZIP codes,

which it then used to identify consumers’ mailing addresses to send them junk mail, in

violation of Massachusetts law. The Court granted final approval of a settlement valued at

more than $3.5 million.

Appointed Class Counsel in Brenner v. Kohl’s Corporation, No. 13-cv-10935 (D.

Mass). State-wide class action alleging that Kohl’s unlawfully collected

consumers’ personal identification information. On March 12, 2014, the Court

granted final approval to a settlement valued at $425,000 and appointed lawyers of

FBFG class counsel.

Appointed Co-Lead Class Counsel in Quinn v. Walgreen, No. 12-8187 (S.D.N.Y.).

Nationwide settlement valued at $2.8 million to resolve Plaintiffs’ claim that Defendant’s glucosamine products did not perform as represented. . On March 24, 2015, the Court finally approved the settlement and certified the class.

Appointed Interim Co-Lead Class Counsel in Chen v. HikoEnergy, LLC, No. 14-cv-01771 (S.D.N.Y.). State-wide class action alleging that Hiko charged deceptively high electricity and natural gas rates. On May 9, 2016, the Court certified the class and approved a settlement valued at over $10 million.

Appointed Interim Co-Lead Class Counsel in Goldemberg v. Johnson & Johnson Consumer Companies, Inc., No. 13-3073 (S.D.N.Y.). Class action alleging deceptive labeling in connection with Defendant’s Aveeno Naturals brand of personal care products. Plaintiffs defeated Defendant’s motions to dismiss and exclude Plaintiffs’ expert’s report, and won class certification. On November 1, 2017, the Court approved a proposed settlement valued at $6.75 million.

Appointed Co-Lead Class Counsel in Tyler v. Bed Bath & Beyond, Inc., No. 13-10639 (D.

Mass.). Plaintiff alleged that Bed, Bath & Beyond illegally requested and recorded

customers’ ZIP codes.

Class Counsel in Wise v. Energy Plus Holdings LLC, No. 11-7345 (S.D.N.Y.). Plaintiffs

alleged that Energy Plus, an independent electricity supplier, misrepresented that its rates

were reflective of the market when they were much higher. The Court granted final

approval of a settlement covering more than 400,000 consumers in eight states and valued

at more than $11,000,000.


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As counsel for the New York City Pension Funds, Lead Plaintiff in In re Juniper Networks,

Inc. Sec. Litig., No. C-06-04327 JW (N.D. Cal 2010), helped achieve a settlement of $169.5

million, one of the largest settlements in an options backdating case, after more than three

years of hard-fought litigation.

Involvement in the prosecution of a number of high-profile cases, which have resulted in

hundreds of millions of dollars in recoveries for investors, including In re WorldCom

Securities Litigation, In re HealthSouth Securities Litigation, In re DaimlerChrysler AG

Securities Litigation, and In re Bayer AG Securities Litigation.

Representation of institutional investors in stockholder voting rights and corporate

governance cases, including Gabelli Global Multimedia v. Western Investment LLC, 700

F. Supp. 2d 748 (D. Md. 2010); Delcath Systems, Inc. v. Ladd, 466 F.3d 257 (2d. Cir.

2006); Salomon Brothers Mun. Partners Fund, Inc. v. Thornton, 410 F. Supp. 2d 330

(S.D.N.Y. 2006); meVC Draper Fisher Jurvetson Fund I, Inc. v. Millennium Partners, 260

F. Supp. 2d 616 (S.D.N.Y. 2003); and Millenco L.P. v. meVC Draper Fisher Jurvetson

Fund I, Inc., 824 A.2d 11 (Del. Ch. 2002).

Mr. Garber received his B.A. from Cornell University in 1999 and his J.D. from the Benjamin N.

Cardozo School of Law in 2002, where he was articles editor for the Cardozo Journal of

International and Comparative Law, and was competitively selected to work for the New York

City Law Department’s Corporation Counsel in its Appellate Division.

Mr. Garber co-authored “Morrison v. National Australia Bank: The Potential Impact on Public

Pension Fund Fiduciaries,” The NAPPA Report, Vol. 24, Number 3, August 2010, and “Loss

Causation in the Ninth Circuit,” New York Law Journal, September 2, 2008.

Mr. Garber is admitted to practice in New York and Connecticut and is a member of the bars of

the U.S. District Courts for the Eastern, Western and Southern Districts of New York and the

Second Circuit Court of Appeals.

Andrew Finkelstein

Andrew Finkelstein is the Managing Partner of Finkelstein, Blankinship, Frei-Pearson & Garber,

LLP. He has become a noted consumer activist through his representation of injured individuals

against corporate wrong doers and other irresponsible parties.

Mr. Finkelstein served as Captain of the 9/11 Victim Compensation Fund in a pro bono capacity,

where he helped obtain over $10 million for victims and waived all legal fees associated with this

representation. Mr. Finkelstein is also the Chairman of the Plaintiff Personal Injury Steering

committee for the Neurontin Liability Multi District Litigation in Boston, Massachusetts. He has

worked closely with the FDA regarding the adverse effects associated with Neurontin, having filed

a Citizens Petition seeking enhanced warning of the side effects of this drug, specifically increased

suicidal tendencies. Additionally, Mr. Finkelstein is a member of the Executive Steering

Committee of the Hormone Replacement Therapy Multi District Litigation in both Philadelphia,

Pennsylvania and Little Rock, Arkansas. He is a member of the Plaintiff Steering Committee of


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the Ortho Evra Birth Control Patch New Jersey Coordinated Litigation, and the Plaintiff Steering

Committee of the Viagra Multi District Litigation in Minneapolis, Minnesota.

Mr. Finkelstein is a frequent lecturer at Continuing Legal Education courses. His topics include

“Science in the Courtroom”, “Technology in the Courtroom”, “Prosecution of a Pharmaceutical

Case”, “The Ethics of On-line Advertising”, and “Structured Settlements and the Personal Injury

Settlement.”

In addition to these presentations, Mr. Finkelstein volunteers his time to present his “Commit to

Quit Texting While Driving” seminar to area high school students.

Bradley F. Silverman

Mr. Silverman is a highly experienced litigator. He has represented individuals and public and

private companies in courts throughout the country. He has broad experience handling numerous

types of disputes. This experience includes the representation of plaintiffs and defendants in: class

actions; contract disputes; employment matters; disputes relating to the management and control

of closely held businesses; intellectual property and trade secret disputes; RICO actions; antitrust

and unfair competition matters; real estate disputes; Title IX and other claims relating to college

disciplinary actions; challenges to local and state laws that are either unconstitutional or preempted

by federal law; and actions to enforce First Amendment rights.

At FBFG, Mr. Silverman’s practice focuses on class actions in which he represents individuals

across the country who have been harmed by the unlawful acts of companies. Past class actions

in which he has been involved include In re: Coca-Coca Products Marketing and Sales Practices

Litigation, a multidistrict litigation where Mr. Silverman’s prior firm served as co-lead counsel for

all plaintiffs. In that case and in other cases, he has asserted claims against some of the largest

food manufacturers in the world for placing illegal, deceptive, and false statements on product

labels.

Prior to joining FBFG, Mr. Silverman practiced at several of the leading litigation firms in New

York City, including the international law firm of Kaye Scholer LLP (now Arnold & Porter Kaye

Scholer LLP). He received his undergraduate degree, magna cum laude, from Brandeis

University. He received his law degree from the University of Pennsylvania Law School where

he served as a member of the Moot Court Board and as Senior Editor of the Journal of International

Economic Law. Born and raised in Brooklyn, New York, he and his family now reside in

Westchester County.

Chantal Khalil

Ms. Khalil is an associate at FBFG, where she specializes in class actions in state and federal

courts. She is admitted to practice in New York and in the United States District Court for the

Southern District of New York. Ms. Khalil received her J.D. from George Washington University

Law School and her B.A. from New York University (magna cum laude). During Law School,

Ms. Khalil served on The George Washington International Law Review, was recognized as a

Thurgood Marshall Scholar, and received President Obama’s Volunteer Service Award.


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Antonino B. Roman

Mr. Roman is an associate at FBFG, where he specializes in class actions in state and federal

courts. His past experience includes representing plaintiffs and corporate defendants in complex

litigation matters. He has participated in all phases of discovery and appeared in federal and state

courts, and drafted federal and state briefs and pleadings, including winning summary judgment

motions and federal appellate and trial briefs.

As an attorney at boutique litigation firms in New York City, he assisted in the prosecution of In

re: Initial Public Offering Securities Litigation, a class action against issuers and underwriters of

securities, and In re: Wilmington Trust Securities Litigation, a class action involving loan loss

accounting issues. He was also an associate at Wilson Elser Moskowitz Edelman & Dicker LLP,

where his team served as lead defense counsel in In re: Fashion Model Antitrust Litigation, a

horizontal price-fixing class action, and at Kaye Scholer LLP, where he oversaw the

implementation of multi-district pretrial discovery in In re: Rezulin Products Liability Litigation.

He also practiced law at Angara Abello Concepcion Regala & Cruz Law Offices, a top-tier

litigation firm in the Philippines based on Asia-Pacific Legal 500’s annual rankings.

Mr. Roman is admitted to practice in New York, the Philippines, and the U.S. District Courts for

the Northern, Southern and Eastern Districts of New York. He is a graduate of Columbia

University School of Law, where he obtained his LL.M. and served as an editor for the Columbia

Journal of Transnational Law and Columbia Journal of Asian Law. He obtained his J.D. and B.A.

in Economics from Ateneo de Manila University, a Jesuit-run institution in the Philippines.

His numerous articles and commentaries on U.S. and Philippine legal issues have been published

in the Columbia Journal of Asian Law, the Integrated Bar of the Philippines Law Journal, the

Philippine Bar Association Newsletter, and the New York Law Journal.

John Sardesai-Grant

Mr. Sardesai-Grant is an Associate at FBFG, where he specializes in class actions in state and

federal courts.

Before joining FBFG, John was an associate at Baritz & Colman LLP, where he represented clients

in employment discrimination and commercial disputes. As of counsel to Reese Richman LLP,

John brought cases against the New York Police Department on behalf of victims of police

misconduct. As an associate at Brower Piven, P.C., he prosecuted complex securities fraud class

actions on behalf of shareholders. And as an associate at Bickel & Brewer, a premier commercial

litigation boutique, he represented clients in a variety of regulatory and commercial matters.

John earned his B.S. in Economics from The Wharton School at the University of Pennsylvania,

as well as an M.A. in Chinese from the University of Pennsylvania’s Graduate School of Arts and

Sciences. John received his J.D. from New York University School of Law.

John is admitted to practice in New York and the United States District Courts for the Southern

and Eastern Districts of New York and the District of Colorado. He is an active member of the

New York County Lawyers Association.


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Andrew White

Mr. White is an associate at FBFG, where he specializes in class actions in state and federal courts.

Mr. White received his J.D. from New York University School of Law and his B.A. from State

University of New York, College at Potsdam. During law school, Mr. White served as an editor

for the Journal of Law and Liberty. Mr. White is admitted to practice in New York and in the

United States District Court for the Southern District of New York.

Jean Sedlak

Ms. Sedlak is an associate at FBFG where she specializes in class actions in state and federal

court. Ms. Sedlak has helped to recover millions of dollars for victims of corporate

wrongdoing. Ms. Sedlak has successfully prosecuted cases involving claims of false advertising

and deceptive practices, wage and hour violations, and violations of the Telephone Consumer

Protection Act. Prior to joining FBFG Ms. Sedlak worked as an associate at Latham & Watkins,

completed a judicial clerkship in Hawaii and practiced class action law at a firm in New York

City. Ms. Sedlak earned her J.D. from UCLA School of Law where she served as the Financial

Director of the El Centro Legal Clinic and earned her Bachelor of Science Degree in Finance from

Chapman University.

Ayana McGuire

Ms. McGuire is an associate at FBFG, where she specializes in class actions in state and federal

courts. Ms. McGuire received her J.D. from University of Connecticut School of Law and her

B.A. from Cornell University. She is a member of the New York bar.


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