Motion for Preliminary Approval of Class Action Settlement: Green v. Reliance Standard

Case: 1:20-cv-03878 Document #: 38 Filed: 04/27/21 Page 1 of 33 PageID #:146

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

KIMBERLY GREEN, CHERYL KILFOIL, HEATHER SINCLAIR, LISA DONOVAN, and MOLLY RAMIREZ, individually and on behalf of others similarly situated, Case No. 1:20-cv-3878 Plaintiffs,

Judge John F. Kness

v.

RELIANCE STANDARD LIFE INSURANCE COMPANY,

Defendant.

PLAINTIFFS’ MEMORANDUM OF LAW IN SUPPORT OF THEIR UNOPPOSED MOTION FOR PRELIMINARY APPROVAL OF COLLECTIVE AND CLASS ACTION SETTLEMENT AGREEMENT, FOR APPROVAL OF SETTLEMENT NOTICE, AND FOR SCHEDULING OF FINAL APPROVAL HEARING

Douglas M. Werman – dwerman@flsalaw.com Maureen A. Salas – msalas@flsalaw.com Werman Salas P.C. 77 W. Washington St., Suite 1402 Chicago, Illinois 60602 Telephone: (312) 419-1008 Travis M. Hedgpeth – travis@hedgpethlaw.com The Hedgpeth Law Firm, PC. 3050 Post Oak Blvd., Suite 510 Houston, Texas 77056 Telephone: (281) 572-0727

Jack Siegel – jack@siegellawgroup.biz Siegel Law Group 4925 Greenville, Suite 5009 Dallas, Texas 75206 Telephone: (214) 790-4454

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TABLE OF CONTENTS I.

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

II.

STATEMENT OF FACTS AND SUMMARY OF THE LITIGATION .....................2

III.

IV.

A.

Factual Allegations ...........................................................................................2

B.

Overview of Investigation and Settlement Negotiations .................................3

SUMMARY OF SETTLEMENT TERMS ...................................................................4 A.

The Settlement Class and Class Period............................................................4

B.

The Gross Settlement Amount .........................................................................5

C.

The Settlement Provides for Direct Payments to Settlement Class Members ..................................................................................................5

D.

Calculation of Individual Settlement Payments ..............................................5

E.

Limited Release of Claims for the Class Representatives, Optin Plaintiffs, and Settlement Class Members ...................................................6

F.

Uncashed Settlement Checks ...........................................................................7

G.

Settlement Administration ...............................................................................7

H.

Notice of Settlement ..........................................................................................8

I.

Service Awards .................................................................................................9

J.

Attorneys’ Fees and Costs ................................................................................9

THE COURT SHOULD GRANT PRELIMINARY APPROVAL ............................ 10 A.

Settlement of Class Action Litigation is Favored .......................................... 10

B.

The Court Will Likely Be Able to Approve the Settlement Under Rule 23(e)(2) ........................................................................................ 12 1.

The Class Representatives and Class Counsel Adequately Represented the Settlement Class Members – Rule 23(e)(2)(A) ............ 12

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2.

The Settlement was Negotiated at Arms’ Length – Rule 23(e)(2)(B) ................................................................................................ 13

3.

The Settlement Provides Adequate Relief to the Class – Rule 23(e)(2)(C) ................................................................................................ 13

4.

C.

a.

The Costs, Risks, and Delay of Trial and Appeal .................... 14

b.

The Effectiveness of the Proposed Method of Distributing Relief to Settlement Class Members .................... 15

c.

The Terms of the Proposed Attorney Fee Award, Including Timing of Payment ................................................... 15

d.

Any Agreement Required to be Identified Under Rule 23(e)(3) ....................................................................................... 16

The Settlement Treats Settlement Class Members Equitably Relative to Each Other – Rule 23(e)(2)(D).............................................. 16

The Court will Likely be Able to Certify the Maine Settlement Class for Purposes of Judgment on the Settlement – Rule 23(e)(1)(B)(ii)................................................................................................... 16 1.

2.

Certification Will be Appropriate Under Rule 23(a) ............................. 17 a.

The Numerosity Requirement is Met ....................................... 17

b.

The Maine Settlement Class meets the Commonality Requirement .............................................................................. 18

c.

The Maine Settlement Class Meets the Typicality Requirement .............................................................................. 20

d.

Adequacy of Representation is Satisfied .................................. 20

Certification Will be Appropriate Under Rule 23(b) ............................. 21 a.

Common Questions Predominate ............................................. 21

b.

A Class Action is a Superior Mechanism ................................. 22

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V.

D.

The Settlement Meets the Standard for Approval Under the FLSA ............................................................................................................... 23

E.

The Parties’ Proposed Settlement Notice Program ....................................... 23

F.

Scheduling the Final Approval Hearing is Appropriate ............................... 24

CONCLUSION ............................................................................................................ 24

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TABLE OF CONTENTS Cases Alvarado v. Int’l Laser Prods., Inc. No. 18-cv-07756 (N.D. Ill. Jan. 24, 2020) ............................................................................. 23 Amchem Prods. Inc. v. Windsor 521 U.S. 591 (1997) .............................................................................................................. 22 American Int’l Group, Inc. v. ACE INA Holdings, Inc. Nos. 07 C 2898, 09 C 2026, 2011 WL 3290302 (N.D. Ill. July 26, 2011) .............................. 12 Armstrong v. Bd. Of School Dir. Of City of Milwaukee 616 F. 2d 305 (7th Cir. 1980) ................................................................................................ 11 Barragan v. Evanger’s Dog & Cat Food Co. 259 F.R.D. 330 (N.D. Ill. 2009) ............................................................................................. 17 Bell v. PNC Bank 800 F.3d 360 (7th Cir. 2015) ................................................................................................. 19 Carnegie v. Household Int’l, Inc. 376 F.3d 656 (7th Cir. 2004) ................................................................................................. 22 De La Fuente v. Stokely–Van Camp, Inc. 713 F.2d 225 (7th Cir. 1983) ................................................................................................. 20 Doe v. Guardian Life Ins. Co. of Am. 145 F.R.D. 466 (N.D. Ill. 1992) ............................................................................................. 18 EEOC v. Hiram Walker & Sons, Inc. 768 F.2d 884 (7th Cir. 1985) ................................................................................................. 13 Felzen v. Andreas 134 F.3d 873 (7th Cir. 1998) ................................................................................................. 11 Gaspar v. Linvatec Corp.

167 F.R.D. 51 (N.D. Ill. 1996)............................................................................................... 18 Gautreaux v. Pierce 690 F.2d 616 (7th Cir. 1982) ................................................................................................. 11 Healy v. International Brotherhood of Elec. Workers No. 11 C 8892, 2013 WL 4494685 (N.D. Ill. Aug. 22, 2013) ................................................. 19

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In re AT & T Mobility Wireless Data Servs. Sales Litig.

270 F.R.D. 330 (N.D. Ill. 2010) ....................................................................................... 11, 22 In re Cont’l Ill. Sec. Litig.

962 F. 2d 566 (7th Cir. 1992) ................................................................................................ 15 In re Dairy Farmers of Am., Inc. 80 F. Supp. 3d 838 (N.D. Ill. Feb. 20, 2015) .......................................................................... 15 In re Mexico Money Transfer Litig.

164 F. Supp. 2d 1002 (N.D. Ill. 2000) ................................................................................... 15 In re Trans Union Corp. Privacy Litig.

No. 00 C 4729, 2008 WL 11358136 (N.D. Ill. Jan. 3, 2008) .................................................. 11 Isby v. Bayh 75 F. 3d 1191 (7th Cir. 1996) .................................................................................... 10, 13, 15 Jamie S. v. Milwaukee Pub. Schs.

668 F.3d 481 (7th Cir. 2012) ................................................................................................. 18 Kernats v. Comcast Nos. 09 C 3368 and 09 C 4305, 2010 WL 4193219 (N.D. Ill. Oct. 20, 2010) ......................... 17 Kurgan v. Chiro One Wellness Centers LLC No. 10-cv-1899, 2014 WL 642092 (N.D. Ill. Feb. 19, 2014) ............................................ 19, 20 Linnear v. Illincare Health Plan, Inc. Case No. 1:17-cv-07132 (N.D. Ill. Dec. 17, 2019) ................................................................. 16 Lively v. Dynegy, Inc. No. 05-cv-00063, 2007 WL 685861 (S.D. Ill. March 2, 2007) ................................................ 20 Lynn’s Food Stores, Inc. v. United States 679 F.2d 1350 (11th Cir. 1982) ............................................................................................. 23 Magpayo v. Advocate Health and Hospitals Corp.

No. 16-cv-01176 (N.D. Ill. May 14, 2019) ............................................................................ 23 Patterson v. Gen. Motors Corp.

631 F.2d 476 (7th Cir. 1980) ................................................................................................. 20 Phillips Petroleum Co. v. Shutts 472 U.S. 797 (1985) .............................................................................................................. 24 Retired Chicago Police Ass’n v. City of Chicago 7 F.3d 584 (7th Cir. 1993) ..................................................................................................... 20 v

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Reynolds v. Beneficial Nat’l Bank 288 F.3d 277 (7th Cir. 2002) ................................................................................................. 12 Rosario v. Livaditis, 963 F.2d 1013 (7th Cir. 1992) ................................................................................... 17, 19, 20 Ross v. RBS Citizens, N.A. 667 F.3d 900 (7th Cir. 2012) ................................................................................................. 17 Sanchez v. Roka Akor Chicago LLC No. 14-cv-4645, 2017 WL 1425837 (N.D. Ill. April 20, 2017) .............................................. 15 Schmidt v. Smith & Wollensky LLC 268 F.R.D. 323 (N.D. Ill. 2010) ....................................................................................... 17, 21 Smith v. Advintist Midwest Health No. 16 C 7606, 2017 WL 8895628 (N.D. Ill. Nov. 17, 2017) ................................................. 19 Smith v. Sprint Comm’ns Co. 387 F.3d 612 (7th Cir. 2004) ................................................................................................. 22 Spano v. Boeing Co. 633 F.3d 574 (7th Cir. 2011) ................................................................................................. 19 Swanson v. Am. Consumer Indus.

415 F.2d 1326 (7th Cir. 1966) ............................................................................................... 18 Uhl v. Throroughbred Tech. & Telecomms., Inc. 309 F.3d 978 (7th Cir. 2002) .................................................................................................. 21 Villanueva v. Davis Bancorp, Inc. No. 09 C 7826, 2011 WL 2745936 (N.D. Ill. July 8, 2011) .................................................... 17 Wahl v. Midland Credit Mgmt., Inc. 243 F.R.D. 291 (N.D. Ill. 2007) ............................................................................................ 21 Wal-Mart Stores, Inc. v. Dukes 564 U.S. 338, 131 S. Ct. 2541 (2011) .............................................................................. 18, 19 Williams-Green v. J. Alexander’s Rests., Inc. 277 F.R.D. 374 (N.D. Ill. 2011) ............................................................................................. 17 Yon v. Positive Connections, Inc. No. 04 C 2680, 2005 WL 628016 (N.D. Ill. Feb. 2, 2005) ..................................................... 18

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Statutes Fair Labor Standards Act ................................................................................................... passim Maine Employment Practices Law .............................................................................. 1, 2, 19, 24 Other Authorities ALBA CONTE & HERBERT B. NEWBERG, NEWBERG ON CLASS ACTIONS § 11.41 (3d ed. 1992) .. 10, 11 Manual for Complex Lit., Fourth, § 21.632–34 .......................................................................... 11 Rules Fed. R. Civ. P. 23 ............................................................................................................... passim

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I.

INTRODUCTION Named Plaintiffs and Class Representatives Kimberly Green, Cheryl Kilfoil, Heather

Sinclair, Lisa Donovan, and Molly Ramirez (herein “Class Representatives”), on behalf of themselves, Opt-in Plaintiffs Melissa Keller and Page Lindquist, and the Settlement Class Members they seek to represent, seek preliminary approval of the Parties’ Collective and Class Action Settlement Agreement (“Settlement Agreement” or “Settlement”) attached as Exhibit A.1 Under the terms of the Settlement, Defendant Reliance Standard Life Insurance Company (“Defendant”) will pay $925,000 to resolve this wage and hour action for the alleged failure to pay overtime.

Because the proposed Settlement Agreement is “fair, reasonable and adequate,” provides a Settlement Payment to all Settlement Class Members with no claims process, and otherwise satisfies all criteria for approval under the Fair Labor Standards Act (“FLSA”) and preliminary class action settlement approval, the Court should grant this motion and enter an order, in the form attached hereto as Exhibit B, that: (1) grants preliminary approval of the proposed Settlement Agreement; (2) certifies the proposed FLSA collective and Rule 23 Maine Employment Practices Law (“MEPL”) class for settlement purposes; (3) appoints Plaintiffs’ Counsel as Class Counsel; (4) appoints Analytics Consulting, LLC as the Settlement Administrator; (5) approves the proposed Court-Authorized Notice of Settlement; and (6) sets a date for the Final Approval Hearing. Defendant does not oppose this motion.

1

All capitalized terms are defined in the Settlement Agreement.

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II.

STATEMENT OF FACTS AND SUMMARY OF THE LITIGATION A.

Factual Allegations

Defendant Reliance Standard Life Insurance Company is an insurance company that, among other things, offers disability insurance policies to employers. Compl. ¶ 1-2, ECF No. 1.

Class Representatives Kimberly Green, Cheryl Kilfoil, Heather Sinclair, Lisa Donovan, and Molly Ramirez worked for Defendant as disability claims examiners. Id. ¶ 5. The Class Representatives filed this collective and class action complaint on July 1, 2020, alleging that Defendant unlawfully classified them and other claims examination employees as exempt and failed to pay them overtime wages when they worked more than 40 hours a week. Id. ¶ 8. Two additional persons who worked for Defendant as disability claims examiners, Melissa Keller and Page Lindquist, joined this action as Opt-in Plaintiffs (herein “Opt-in Plaintiffs”) on October 14, 2020. ECF. No. 19.

The Class Representatives allege that claims examination employees performed the same primary non-exempt job duties. Specifically, they contend that all disability claims examination employees reviewed disability claims against predetermined guidelines to determine benefit eligibility within contractual time frames. Compl. ¶¶ 9-10, 34, 52, 70, 88, 106, ECF No. 1. The Class Representatives contend they performed routine and rote job duties, could not waive or deviate from Defendant’s established policies or procedures without prior approval, and did not develop, review or evaluate business or management policies. Id. ¶¶ 30-34, 48-52, 66-70, 84-88, 102-106. The Class Representatives claim that because they and other claims examination employees primarily performed non-exempt work, Defendant violated the Fair Labor Standards Act and the Maine Employment Practices Law by failing to pay them overtime wages when they worked over 40 hours per week. Id. at ¶¶ 177-178, 185.

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On August 26, 2020, Defendant filed its Answer. ECF No. 15. Defendant denies Plaintiffs’ allegations, denies that the Class Representatives, Opt-in Plaintiffs and other Settlement Class Members were misclassified, denies any wrongdoing, and denies that Plaintiffs are entitled to any damages. Defs.’ Answer to Original Class and Collective Action Complaint ¶¶ 177-78, 185, ECF No. 15. Defendant denies that any of its exempt claims examiners were misclassified or entitled to any overtime wages, that Defendant failed to pay overtime wages, or that Defendant otherwise violated any state or federal legal obligations. Id. Defendant asserts that it properly classified its claims examination employees under the Fair Labor Standards Act (“FLSA”) and all applicable state laws. Id. B.

Overview of Investigation and Settlement Negotiations

In conjunction with the Rule 26(f) conference, the Parties agreed to discuss resolution of the overtime claims on a class-wide basis, and they entered into an agreement to toll the limitations period of the FLSA claims on November 13, 2020. ECF No. 23, ECF No. 24. The Court entered an order staying the case pending private mediation on November 17, 2020. ECF No. 25. In advance of the mediation, Class Counsel conferred with and collected facts from the Class Representatives and Opt-in Plaintiffs. Declaration of Maureen A. Salas, ¶ 8, attached hereto as Exhibit C (“Ex. C, Salas Decl., ¶ __). Class Counsel and Defendant’s Counsel held multiple telephone conferences to discuss the data Class Counsel would need Defendant to produce in order to compute damages on a class wide basis. Id, ¶ 9. Defendant produced job descriptions, a job duties matrix, and dates of employment and salary history information for all potential class members. Id. Defendant also provided Class Counsel with information relating to the reclassification of the LTD Claims Examination I position from exempt to non-exempt in

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December 2019. Id. The Parties’ investigations culminated with them exchanging detailed written statements setting forth their respective positions in advance of the mediation. Id, ¶ 10.

The Parties attended a mediation on February 10, 2021 with experienced class and collective action mediator Hunter Hughes III. The Parties did not resolve the action by the end of the day, but they continued to negotiate the settlement for several days following the mediation.

Ex. C, Salas Decl., ¶ 11.

On February 16, 2021, the mediator made a mediator’s settlement proposal, which the parties accepted. The Settlement resolves the overtime misclassification claims of the Named Plaintiffs, Opt-in Plaintiffs and 195 additional Settlement Class Members who worked in the job positions Short Term Disability Claims Examiner II (“STD Claims Examiner II”) and Long Term Disability Claims Examiner I (“LTD Claims Examiner I”). Id. III.

SUMMARY OF SETTLEMENT TERMS A.

The Settlement Class and Class Period

The Settlement resolves the claims of FLSA Settlement Class Members and Maine Settlement Class Members.

The FLSA Settlement Class Members include: All Named and Opt-in Plaintiffs and all persons identified in the mediation data produced

by Defendant on January 15, 2021, who worked for Reliance Standard Life Insurance Company as a salaried, exempt STD Claims Examiner II and/or a salaried exempt LTD Claims Examiner I, between November 9, 2017 and February 10, 2021.

The Maine Settlement Class Members include: All Named and Opt-in Plaintiffs who worked for Defendant in Maine and all persons identified in the mediation data produced by Defendant on January 15, 2021, who worked for Reliance Standard Life Insurance Company in Maine as a salaried, exempt STD Claims Examiner II and/or a salaried exempt LTD Claims Examiner I between July 1, 2014 and February 10, 2021.

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The 149 FLSA Settlement Class Members are identified on Attachment A to the Parties’ Settlement Agreement. Ex. A, Agreement, Attach. A. The 132 Maine Settlement Class Members are identified on Attachment B to the Parties’ Settlement Agreement, Ex. A, Agreement, Attach.

B. There are a total of 202 unique Settlement Class Members, and 158 Settlement Class Members are in both classes. Ex. C, Salas Decl. ¶ 12.

B.

The Gross Settlement Amount

Defendant has agreed to pay $925,000 to settle the claims in this Action, from which the following payments shall be made: (i) Settlement Payments to all Settlement Class Members; (ii) payment of Service Awards to the Class Representatives and Opt-in Plaintiffs; (iii) Class Counsel’s Attorneys’ Fees and Litigation Expenses; and (iv) all costs the Settlement Administrator reasonably incurs in administering the Settlement. Ex. A, Agreement, § III.4.a. Defendant will pay the employer’s share of payroll taxes on the wage portion of the Settlement Payments separate and in addition to the Gross Settlement Amount. Id. C.

The Settlement Provides for Direct Payments to Settlement Class Members

Settlement Class Members shall not be required to submit a claim form to participate in the Settlement. Ex. A, Agreement, § III.1. Maine Settlement Class Members who do not exclude themselves from the Settlement and all FLSA Settlement Class Members will automatically receive Settlement Payments. Id. Settlement Class Members will have one hundred twenty (120) days from the date the settlement checks are issued by the Settlement Administrator to cash their checks. Id., § III.6.a.

D.

Calculation of Individual Settlement Payments

Each Settlement Class Member’s individual settlement payment will be calculated using the salary history data Defendant produced in the litigation, which identifies each Settlement Class 5

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Member’s salary and the number of work weeks that he or she worked for Defendant as a STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I. Ex. A, Agreement, § III.8.a.

For settlement distribution purposes only, the formula in the Settlement Agreement assumes that Settlement Class Members worked a 47-hour work week. Id. Defendant does not agree that any assumptions used by Class Counsel in conjunction with the settlement calculation methodology represent the actual number of hours worked by any Settlement Class Member or the proper calculation of the regular rate, but Defendant consents to Class Counsel’s use of the settlement calculation methodology set forth in Section 8 of the Settlement Agreement for settlement purposes only. Id. Settlement Class Members’ regular rates of pay will be determined by dividing their weekly salary by 47 hours. Id. Settlement Class Members’ pro rata settlement shares will be determined by dividing the overtime wages they would be owed if they worked 47 hours a week by all the overtime wages all Settlement Class Members would be owed if they worked 47 hours a work week. Id. E.

Limited Release of Claims for the Class Representatives, Opt-in Plaintiffs, and Settlement Class Members

The releases in the Settlement Agreement are limited. FLSA Settlement Class Members who negotiate their settlement checks will release the Released Parties from all claims or causes of action they have for unpaid overtime wages under federal, state, and local law while they worked for Defendant as a salaried exempt STD Claims Examiner II and/or a LTD Claims Examiner I during the FLSA Release Period. Ex. A, Agreement, §§ III.2.a, III.2.e. FLSA Settlement Class Members who do not negotiate their settlement checks will not release any claims. Id., III.2.a.

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Maine Settlement Class Members who do not timely exclude themselves from the Settlement will release the Released Parties from all claims or causes of action they have for unpaid overtime wages under Maine state law while they worked for Defendant as a salaried exempt STD Claims Examiner II and/or LTD Claims Examiner I during the Maine Release Period. Id., § III.2.b.

Class Representatives Heather Sinclair and Lisa Donovan will also release the Released Parties from all claims or causes of action they have for unpaid overtime wages under federal, state, and local law while they worked for Defendant as a salaried exempt LTD Claims Examiner II during the Maine Release Period. Id., § III.2.c. Class Representative Kimberly Green will release the Released Parties from all claims or causes of action she has for unpaid overtime wages under federal, state, and local law while she worked for Defendant as a salaried exempt LTD Claims Examiner II during the FLSA Release Period. Id. Excluded from the releases are claims that any Settlement Class Members may have in Weeks et al. v. Matrix Absence Management, Inc., Case No. 2:20-cv-884 (D. Ariz.), or any other claims they have against Matrix Absence Management, Inc. Id., § III.2.d.

F.

Uncashed Settlement Checks

Maine Settlement Class Members who do not timely cash their settlement checks will have their Settlement Payments remitted to the unclaimed property fund in the state where they last worked for Defendant. Id., § III.6.c. FLSA Settlement Class Members, who are not also Maine Settlement Class Members, and who are not providing Defendant with any release, will have the amounts of their unclaimed checks returned to Defendant. Id., § III.6.b.

G.

Settlement Administration

The Parties have selected Analytics Consulting LLC, an experienced Settlement Administrator, to administer the settlement. The duties of the Settlement Administrator are set 7

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forth in the Settlement Agreement and include: (1) mailing a Notice of Settlement to Settlement Class Members; (2) calculating, withholding, and remitting to the IRS the employees’ shares of applicable payroll taxes on the wage portion of the Settlement Payments; (3) calculating the employer’s share of payroll taxes on the wage portion of the Settlement Payments; (4) establishing and maintaining the Qualified Settlement Fund; (5) issuing settlement payment checks to Settlement Class Members; (6) issuing Form W-2s and Form 1099s; (7) returning to Defendant amounts from uncashed settlement checks issued to FLSA Settlement Class Members who are not also Maine Settlement Class Members; and (8) remitting to the applicable unclaimed property fund amounts from uncashed settlement checks issued to all Maine Settlement Class Members. Ex. C, Salas Decl., ¶ 17. The settlement administration costs shall be paid from the Gross Settlement Amount. Ex. A, Agreement, § III.4.a.

H.

Notice of Settlement

The Settlement Administrator will send Settlement Class Members a Notice of Settlement via First Class regular U.S. Mail and electronic mail, if an email address is available for the Settlement Class Member. Ex. A, Agreement, § III.11.c.i. The Notice will be mailed using the most current mailing address information, which the Settlement Administrator will obtain by running each Settlement Class Member’s name and address through the National Change of Address database or a comparable database. Id. The front of the envelopes containing the Notice will be marked with words identifying the contents as an important court notice. Id. The Notice will define the settlement classes, identify how the Settlement Payments to Settlement Class Members will be calculated, and provide an estimated amount that the Settlement Class Member will receive as his or her Settlement Payment. Id., Attach. C.

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The Settlement Administrator will promptly conduct a second mailing for any Settlement Class Member: (a) whose notice is returned as undeliverable, provided that a forwarding address is provided by the U.S. Postal Service or is otherwise located by the Settlement Administrator through an Accurint or comparable database search; or (b) who, prior to the Objection/Exclusion Deadline, provides Class Counsel or the Settlement Administrator with an updated mailing address. Ex. A, Agreement, § III.11.c.i. The Settlement Administrator shall also operate a telephone line that will allow Settlement Class Members to update their contact information or request more information about the Settlement. Id. I.

Service Awards

The Settlement allows the Class Representatives to apply for Service Awards in an amount not to exceed five thousand dollars ($5,000) each, and Service Awards for the Opt-In Plaintiffs in an amount not to exceed one thousand dollars ($1,000) each. Ex. A, Agreement, § III.9.e. These awards are in addition to the pro rata Settlement Payments they will receive under the Settlement.

The Notice of Settlement will advise Settlement Class Members about the request for Service Awards. Ex. A, Agreement, Attachment C. J.

Attorneys’ Fees and Costs

Pursuant to the Settlement Agreement, Class Counsel will apply to the Court for a payment of Attorneys’ Fees and Litigation Expenses from the Gross Settlement Amount. Ex. A, Agreement, § III.9.a. Under the Settlement, the total attorneys’ fees sought shall not exceed $323,750, and litigation costs sought shall not exceed $15,000. Id. Defendant agrees not to object to or contest Class Counsel’s request for Court approval of these amounts. Id. The Notice of Settlement will advise Settlement Class Members about the request for attorneys’ fees and litigation costs. Ex. A, Agreement, Attachment C. Class Counsel will file their Petition for Attorneys’ Fees and Litigation 9

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Expenses no later than twenty-eight (28) days after the Court preliminarily approves the Settlement to enable Settlement Class Members to see the request when deciding whether to exclude themselves from the Settlement or object to it.

IV.

THE COURT SHOULD GRANT PRELIMINARY APPROVAL A.

Settlement of Class Action Litigation is Favored

Federal courts strongly favor and encourage settlements, particularly in class actions, where the inherent costs, delays, and risks of continued litigation might otherwise overwhelm any potential benefit the class could hope to obtain. See Isby v. Bayh, 75 F. 3d 1191, 1196 (7th Cir. 1996) (“Federal courts naturally favor the settlement of class action litigation.”); see also 2 ALBA CONTE & HERBERT B. NEWBERG, NEWBERG ON CLASS ACTIONS § 11.41 (3d ed. 1992) (collecting cases). The traditional means for handling wage claims like those at issue here — individual litigation — would unduly tax the court system, require a massive expenditure of public and private resources and, given the relatively small value of the claims of the individual Settlement Class Members, would be impracticable. The proposed Settlement, therefore, is the best vehicle for Settlement Class Members to receive the relief to which they are entitled in a prompt and efficient manner.

The Manual for Complex Litigation describes a three-step procedure for approval of class action settlements: (1) (2) (3)

Preliminary approval of the proposed settlement at an informal hearing; Dissemination of mailed and/or published notice of the settlement to all affected class members; and A “formal fairness hearing” or final settlement approval hearing, at which class members may be heard regarding the settlement, and at which evidence and argument concerning the fairness, adequacy, and reasonableness of the settlement may be presented.

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Manual for Complex Lit., Fourth, § 21.632–34. This procedure, used by courts in this Circuit and endorsed by the leading class action treatise, safeguards the due process rights of absent class members and enables the Court to fulfill its role as the guardian of class interests. See 2 NEWBERG & CONTE, § 11.22, et seq The Parties request that the Court take the first step in the settlement approval process by granting preliminary approval of the proposed Settlement. The purpose of preliminary evaluation of proposed class action settlements is to determine whether the settlement is within the “range of reasonableness,” and thus whether notice of the settlement’s terms should be issued to the Class and a formal fairness hearing scheduled. Id., § 11.25 at 11-36, 11-37. During the preliminary approval stage, the district court decides whether the proposed settlement falls “within the range of possible approval.” In re AT & T Mobility Wireless Data Servs. Sales Litig., 270 F.R.D. 330, 346 (N.D. Ill. 2010), citing Armstrong v. Bd. Of School Dir. Of City of Milwaukee, 616 F. 2d 305, 314 (7th Cir. 1980) overruled on other grounds by Felzen v. Andreas, 134 F.3d 873 (7th Cir. 1998).

If so, the court should grant preliminary approval of the settlement, authorize the parties to give notice of the proposed settlement to class members, and schedule a formal fairness hearing. In re AT & T Mobility, 270 F.R.D at 346; Gautreaux v. Pierce, 690 F.2d 616, 621 n.3 (7th Cir. 1982).

At the formal fairness hearing, class members may be heard and further evidence and argument concerning the fairness, adequacy, and reasonableness of the settlement may be presented. Neither formal notice nor a hearing is required at the preliminary approval stage; the Court may grant such relief upon an informal application by the settling parties and may conduct any necessary hearing in court or in chambers, at the Court’s discretion. See, e.g., In re Trans Union Corp. Privacy Litig., No. 00 C 4729, 2008 WL 11358136, at *6 (N.D. Ill. Jan. 3, 2008) (preliminary approval inquiry often involves an informal presentation of the parties’ proposals to the court).

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B.

The Court Will Likely Be Able to Approve the Settlement Under Rule 23(e)(2)

“Federal Rule of Civil Procedure 23(e)(2) requires court approval of any settlement that effects the dismissal of a class action. The district court must determine that a class action settlement is fair, adequate, and reasonable, and not a product of collusion.” Reynolds v. Beneficial Nat’l Bank, 288 F.3d 277, 279 (7th Cir. 2002) (internal citation omitted). At the preliminary approval stage, courts review class action settlements to determine whether notice is justified by a showing that the court will likely be able to approve the settlement under Rule 23(e)(2) and certify the class for settlement purposes. Fed. R. Civ. P. 23(e)(1)(B).

In determining whether to finally approve a settlement, Rule 23(e)(2) directs the court to consider whether the settlement is fair, adequate, and reasonable in light of whether (1) the class representatives and class counsel adequately represented the class; (2) the proposal was negotiated at arms’ length; (3) the relief provided to the class is adequate; and (4) the proposal treats class members equitable relative to each other. Courts in this Circuit typically conduct an abbreviated analysis of the final approval factors at the preliminary approval stage. American Int’l Group, Inc. v. ACE INA Holdings, Inc., Nos. 07 C 2898, 09 C 2026, 2011 WL 3290302, at *6 (N.D. Ill. July 26, 2011).

All of these factors warrant preliminary approval of the proposed Settlement.

1.

The Class Representatives and Class Counsel Adequately Represented the Settlement Class Members – Rule 23(e)(2)(A)

Class Counsel and the Class Representatives pursued this case vigorously on behalf of Settlement Class Members. Class Counsel’s pre-mediation investigation in this case was robust.

Ex. C, Salas Decl., ¶ 10. Class Counsel conferred with and collected facts from all five Class Representatives and both Opt-in Plaintiffs. Id., ¶ 8. Class Counsel also reviewed documents and 12

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data produced by Defendant, including job descriptions, a job duties matrix, dates of employment and salary history information for all potential class members, and information relating to the reclassification of the LTD Claims Examination I position. Id., ¶ 9. Class Counsel had ample information to evaluate the strength of the Class claims. Id., ¶ 10. As a result of Class Counsel’s and the Class Representatives’ sustained efforts, the parties reached a Settlement that provides meaningful monetary relief to Settlement Class Members. This supports granting preliminary approval.

2.

The Settlement was Negotiated at Arms’ Length – Rule 23(e)(2)(B)

The Settlement was the result of arm’s length negotiations between counsel and was reached with the assistance of an experienced class and collective action mediator. Ex. C, Salas Decl., ¶ 11. The action did not resolve at the mediation. Id. It was only through additional negotiations facilitated by the mediator in the days following the mediation that the Parties reached agreement. Id. This factor likewise supports preliminary approval.

3.

The Settlement Provides Adequate Relief to the Class – Rule 23(e)(2)(C)

One of the key considerations in evaluating a proposed settlement is the strength of the plaintiffs’ case compared to the amount of the defendant’s offer. See Isby, 75 F.3d at 1199.

However, “district courts have been admonished ‘to refrain from resolving the merits of the controversy or making a precise determination of the parties’ respective legal rights.’” Id. at 119798 (quoting EEOC v. Hiram Walker & Sons, Inc., 768 F.2d 884, 889 (7th Cir. 1985)). Accordingly, when deciding whether to approve the Settlement, this Court must focus on fairness and reasonableness, but not on the substantive law governing the Class Representatives’ claims. Isby, 75 F.3d at 1197.

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Here, Defendant has agreed to pay a substantial sum to Settlement Class Members given the risks associated with continued litigation. The Gross Settlement Amount represents 100% of the overtime wages owed to all Settlement Class Members if they worked 47 hours a week in each work week they worked for Defendant as a STD Claims Examiner II and/or LTD Claims Examiner I during their applicable Release Period. Ex. C, Salas Decl., ¶ 14. Even after the payment of Class Counsel’s Attorneys’ Fees, Litigation Expenses, Service Payments to the Class Representatives and Opt-in Plaintiffs, and the costs of settlement administration, the Settlement Class Members are receiving 60% of the estimated overtime wages owed if they worked 47 hours in each week they worked during the applicable Release Period. Id. The largest settlement payment is estimated to be more than $13,000, with the average settlement payment to the Settlement Class Members being approximately $1,390. Id. This is an excellent result given that Defendant denies that claims examiners were unlawfully denied overtime wages and vigorously disputes that claims examiners regularly worked over 40 hours each week. For this reason, as well as the reasons set forth in the subsections below, the excellent result for the Settlement Class Members supports preliminary approval. a.

The Costs, Risks, and Delay of Trial and Appeal

Absent settlement, the Parties would have engaged in extensive written and oral discovery relating to class certification, liability, and damages. Motion practice would have included briefing on collective and class certification, as well as dispositive motions. Id., ¶ 13. Even if the Class Representatives were successful in getting a collective certified, Defendant would have had the opportunity to move for decertification prior to trial. Id. The Settlement provides class-wide resolution while avoiding the risks and increased expenses associated with continued litigation,

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including potential appeals. See Isby, 75 F.3d at 1199; See also In re Mexico Money Transfer Litig., 164 F. Supp. 2d 1002, 1019 (N.D. Ill. 2000). b.

The Effectiveness of the Proposed Method of Distributing Relief to Settlement Class Members

The Settlement Administrator will send Notice of the Settlement to the Settlement Class Members via U.S. Mail and email, when an email address is available. Ex. A, Agreement, § III.11.c.i. Notices that are returned to the Settlement Administrator will be re-mailed, provided an updated address for the Settlement Class Member is provided by the U.S. Postal Service or can be located by the Settlement Administrator prior to the Objection/Exclusion Deadline. Id. Settlement Class Members shall not be required to submit a claim form to participate in the Settlement. Id., ¶ III.1. Maine Settlement Class Members who do not exclude themselves and FLSA Settlement Class Members will be mailed checks following final approval of the Settlement without the need to take any additional action. Id The robust Notice program and direct distribution of Settlement Payments to Settlement Class Members supports preliminary approval of the Settlement. c.

The Terms of the Proposed Attorney Fee Award, Including Timing of Payment

Settlement Class Counsel will seek an award of attorney fees from the Gross Settlement Amount not to exceed $323,750. Ex. A, Agreement, § III.9.a. This is equal to 35 percent of the Gross Settlement Amount, which is well within the range of reasonable attorneys’ fees awarded in common fund cases in this Circuit. See In re Cont’l Ill. Sec. Litig., 962 F. 2d 566, 572 (7th Cir. 1992) (the “usual range for contingent fees is between 33 and 50 percent.”); In re Dairy Farmers of Am., Inc., 80 F. Supp. 3d 838, 845 (N.D. Ill. Feb. 20, 2015) (in class actions, “usual range for contingent fees is between 33 and 50 percent”); Sanchez v. Roka Akor Chicago LLC, No. 14-cv4645, 2017 WL 1425837, at * 6 (N.D. Ill. April 20, 2017) (in wage and hour tip credit case, 15

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“Plaintiffs’ request for effectively 39.5% of the common fund [was] consistent with the market in the Northern District of Illinois” and was therefore granted); Linnear v. Illincare Health Plan, Inc., Case No. 1:17-cv-07132 (N.D. Ill. Dec. 17, 2019), ECF 138 at *5 (awarding 35% of common fund in minimum wage and overtime case).

The Settlement provides for payment of any attorney fees awarded at the same time as payments to Settlement Class Members; there is no priority for Class Counsel. Ex. A, Agreement § III.7.i. d.

Any Agreement Required to be Identified Under Rule 23(e)(3)

The Parties have filed the Collective and Class Action Settlement Agreement. There are no other agreements regarding the Settlement Class or attorneys’ fees related to this Settlement.

4.

The Settlement Treats Settlement Class Members Equitably Relative to Each Other – Rule 23(e)(2)(D)

Additionally, Settlement Class Members are treated equitably relative to each other. Each Settlement Class Member’s damages are calculated using the same number of alleged overtime hours worked per week. Ex. A, Agreement, § III.8.a. And Settlement Class Members’ awards are calculated on a pro rata basis based on the number of applicable work weeks they worked in the data produced by Defendant. Id., § III.8.a-b. Thus, this factor favors preliminary approval of the Settlement.

C.

The Court will Likely be Able to Certify the Maine Settlement Class for Purposes of Judgment on the Settlement – Rule 23(e)(1)(B)(ii)

A determination of class certification requires a two-step analysis. Fed. R. Civ. P. 23(b).

First, the plaintiff must demonstrate that the action satisfies the four threshold requirements of Rule 23(a): (1) numerosity (the class must be so large that individual joinder is “impracticable”); (2) commonality (questions of law or fact common to the class); (3) typicality (named plaintiff 16

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claims are typical of the class’s claims); and (4) adequacy of representation (the class representative must be able to fairly and adequately protect class interests). Fed. R. Civ. P. 23(a)(1) – (4).

Second, the action must qualify under one of the three subsections of Rule 23(b). Fed. R. Civ. P. 23(b); Rosario v. Livaditis, 963 F.2d 1013, 1017 (7th Cir. 1992). Rule 23(b) is satisfied on a showing of one of three circumstances: (1) separate lawsuits would create the risk of inconsistent judgments or would be dispositive of the interests of nonparty class members; or (2) the party opposing the class has acted or refused to act on grounds generally applicable to the class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the class as a whole; or (3) questions of law or fact common to the class predominate over questions affecting individual members, and the class action is superior to other available methods. Fed. R. Civ. P. 23(b)(1) – (3).2 The claims raised in this matter meet each of the statutory requirements for class treatment.

1.

Certification Will be Appropriate Under Rule 23(a) a.

The Numerosity Requirement is Met

Federal courts in Illinois often have granted class certification of wage claims. See, e.g., Ross v. RBS Citizens, N.A., 667 F.3d 900, 910 (7th Cir. 2012); Kernats v. Comcast, Nos. 09 C 3368 and 09 C 4305, 2010 WL 4193219, at *1 (N.D. Ill. Oct. 20, 2010) (IMWL claims for overtime pay); Schmidt v. Smith & Wollensky LLC, 268 F.R.D. 323 (N.D. Ill. 2010) (IMWL claims for overtime pay); Williams-Green v. J. Alexander’s Rests., Inc., 277 F.R.D. 374 (N.D. Ill. 2011) (IMWL claims for minimum wages); Villanueva v. Davis Bancorp, Inc., No. 09 C 7826, 2011 WL 2745936, at *1 (N.D. Ill. July 8, 2011)( IMWL claims for owed overtime pay); Barragan v.

Evanger’s Dog & Cat Food Co., 259 F.R.D. 330 (N.D. Ill. 2009) (IMWL claims for owed overtime pay).

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Rule 23(a)(1) requires a class large enough that the joinder of all members would be “impracticable.” Impracticability does not mean “impossibility,” but only difficulty or inconvenience in joining all members of the class. Doe v. Guardian Life Ins. Co. of Am., 145 F.R.D. 466, 471 (N.D. Ill. 1992). To determine whether joinder is impracticable, courts must consider the circumstances unique to each case. Swanson v. Am. Consumer Indus., 415 F.2d 1326, 1333 (7th Cir. 1966). These circumstances include whether it is feasible for class members to bring individual suits and whether it is judicially efficient for the court to try such individual cases.

Gaspar v. Linvatec Corp., 167 F.R.D. 51, 56 (N.D. Ill. 1996). “To require a multiplicity of suits by similarly situated small claimants would run counter to one of the prime purposes of a class action.” Swanson, 415 F.2d at 1333.

In this case, that threshold requirement is easily met. Defendant employed 132 persons in Maine as salaried, exempt STD Claims Examiners II and salaried, exempt LTD Claims Examiners I during the Maine Release Period. A class of this size easily satisfies the numerosity requirement.

Yon v. Positive Connections, Inc., No. 04 C 2680, 2005 WL 628016, at *2 (N.D. Ill. Feb. 2, 2005) (certifying state law class where documents showed 39 employees owed overtime pay). b.

The Maine Settlement Requirement

Class

meets

the

Commonality

For a class to be certified, questions of law or fact must exist common to the class. Fed. R. Civ. P. 23(a)(2). The commonality requirement depends on a common contention that is capable of class-wide resolution, thus allowing the truth of an issue central to the claim to be determined “in one stroke.” Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 350, 131 S. Ct. 2541, 2551 (2011); and see Jamie S. v. Milwaukee Pub. Schs., 668 F.3d 481, 497 (7th Cir. 2012) (citing Wal-Mart) (plaintiff must demonstrate that putative class members all “suffered the same injury”).

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Commonality does not demand that each class member have an identical claim. Spano v.

Boeing Co., 633 F.3d 574, 585 (7th Cir. 2011). Thus, some factual variation between class members will not defeat class certification. Rosario, 963 F.2d at 1017-18. A single common question will suffice. Bell v. PNC Bank, 800 F.3d 360, 374 (7th Cir. 2015) citing Wal-Mart, 131 S. Ct. at 2556. And, where the defendant engages in standardized conduct against the putative class members, the legality of which is an “outcome determinative issue,” commonality is met. Healy v. International Brotherhood of Elec. Workers, No. 11 C 8892, 2013 WL 4494685, at *4 (N.D. Ill. Aug. 22, 2013).

Commonality is satisfied here. The common questions raised by the MEPL allegations in this case include: (1) what is the primary job duty performed by claims examiners; (2) did claims examiners’ primary job duty involve the exercise of discretion and independent judgment on matters of significance; (3) whether Defendant had a policy of misclassifying employees in the claims examiner job positions as exempt from the overtime provisions of the MEPL; and (4) whether claims examiners were required by Defendant to work over 40 hours a week due to contractual deadlines and understaffing. Ex. C, Salas Decl. ¶ 15. These common questions are sufficient to meet the Rule 23(a) commonality requirement. See Smith v. Advintist Midwest Health, No. 16 C 7606, 2017 WL 8895628, at *4 (N.D. Ill. Nov. 17, 2017) (commonality requirement met when all clinicians shared the same compensation structure and were classified as exempt); Kurgan v. Chiro One Wellness Centers LLC, No. 10-cv-1899, 2014 WL 642092, at *6 (N.D. Ill. Feb. 19, 2014) (commonality satisfied when common question of liability turned on uniform exempt classification of employees).

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c.

The Maine Settlement Class Meets the Typicality Requirement

The Rule 23(a)(3) requirement of typicality is met here as well. “The question of typicality in Rule 23(a)(3) is closely related to the preceding question of commonality,” Rosario, 963 F.2d at 1018, but this requirement “primarily directs the district court to focus on whether the named representatives’ claims have the same essential characteristics as the claims of the class at large.”

Retired Chicago Police Ass’n v. City of Chicago, 7 F.3d 584, 596–597 (7th Cir. 1993). “A plaintiff’s claim is typical if it arises from the same event or practice or course of conduct that gives rise to the claims of other class members and his or her claims are based on the same legal theory.” De La Fuente v. Stokely–Van Camp, Inc., 713 F.2d 225, 232 (7th Cir. 1983) (citations omitted). The fact that there is some factual variation among the class grievances will not defeat a class action. Patterson v. Gen. Motors Corp., 631 F.2d 476, 481 (7th Cir. 1980).

The Class Representatives’ claims arise from the same alleged factual and legal circumstances—Defendant’s alleged misclassification policy and the denial of overtime pay—that form the bases of the Rule 23 claims asserted on behalf of the Maine Settlement Class Members.

These allegations therefore meet the typicality requirement. See Kurgan, 2014 WL 642092, at *7 (typicality met when plaintiffs’ claims and the claims of all potential class members “arise from the same course of action by Defendant: the misclassification and the alleged failure to pay overtime.”). d.

Adequacy of Representation is Satisfied

Rule 23(a)(4) requires that “the representative parties will fairly and adequately protect the interests of the class. Fed. R. Civ. P. 23(a)(4). Adequacy is satisfied when the class representatives have “the same interest and suffer the same injury as the class members.” Lively v. Dynegy, Inc., No. 05-cv-00063, 2007 WL 685861, at *11 (S.D. Ill. March 2, 2007) citing Uhl v. Throroughbred 20

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Tech. & Telecomms., Inc., 309 F.3d 978, 985 (7th Cir. 2002). To determine whether the Class Representatives have met the adequacy requirement of Rule 23(a)(4), the Court must ask whether they: (1) have “antagonistic or conflicting claims with other members of the class;” (2) have “a sufficient interest in the outcome of the case to ensure vigorous advocacy;” and (3) have counsel that is “competent, qualified, experienced and able to vigorously conduct the litigation.” Wahl v.

Midland Credit Mgmt., Inc., 243 F.R.D. 291, 298 (N.D. Ill. 2007) (internal quotation marks and citation omitted).

There is no evidence here that the proposed Class Representatives, Named Plaintiffs Kilfoil, Sinclair, Donovan, and Ramirez, have interests that are antagonistic to Maine Settlement Class Members. Like all other Maine Settlement Class Members, the Class Representatives worked for Defendant as salaried, exempt disability claims examiners. The Class Representatives and Maine Settlement Class Members allegedly suffered the same alleged overtime violation— misclassification—and thus have sufficient interest in the outcome of the case. Furthermore, Plaintiffs’ counsel are experienced class action attorneys and have acted as representative counsel in numerous actions in federal and state courts. Ex. C, Salas Decl. ¶ 16; see Schmidt v. Smith & Wollensky LLC, 268 F.R.D. 323, 328 n.5 (N.D. Ill. 2010) (“[Douglas M. Werman and Maureen A. Salas] [are] qualified to serve as class counsel in the pending litigation because they are highly experienced attorneys and have acted as class counsel in similar actions in federal and state courts.”).

2.

Certification Will be Appropriate Under Rule 23(b) a.

Common Questions Predominate

Certification is appropriate under Rule 23(b)(3) where “questions of law or fact common to the members of the class predominate over any questions affecting only individual members, 21

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and … a class action is superior to other available methods for the fair and efficient adjudication of the controversy.” Fed. R. Civ. P. 23(b)(3). Class-wide adjudication is appropriate here. Common questions of law and fact predominate because the Maine Settlement Class is limited to employees who worked for Defendant in a salaried, exempt LTD Claims Examiner I or STD Claims Examiner II job position and who were subject to the same systemized practice and standardized conduct that is alleged to have violated the MEPL. In re AT&T Mobility Wireless Data Services Sales Litig., 270 F.R.D. 330, 344 (N.D. Ill. 2010).

In addition, the fact that the parties are asking to certify the class for settlement purposes weighs in favor of finding that the predominance elements are satisfied. Amchem Prods. Inc. v.

Windsor, 521 U.S. 591, 619-20 (1997); Smith v. Sprint Comm’ns Co., 387 F.3d 612, 614 (7th Cir. 2004); In re AT&T Mobility Wireless Data Services Sales Litig., 270 F.R.D. at 344. Because Rule 23(b)(3) certification is proposed in the context of a settlement, the “court need not inquire whether the case, if tried, would present intractable management problems, for the proposal is that there be no trial.” Amchem Prods., Inc., 521 U.S. at 620 (citation omitted). Any manageability or predominance concerns relating to individual proceedings and defenses are satisfied by the settlement and its claims resolution process. See Carnegie v. Household Int’l, Inc., 376 F.3d 656, 660 (7th Cir. 2004). b.

A Class Action is a Superior Mechanism

The element of superiority is met because the proposed class is the most efficient way to resolve the claims of the Class Representatives and Maine Settlement Class Members. In re AT&T Mobility Wireless Data Services Sales Litig., 270 F.R.D. at 344. The Parties will be allowed to resolve the claims of 132 persons in one coordinated proceeding, thus conferring significant

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benefits upon each Maine Settlement Class Member. Defendant will also benefit by being spared the expense and potential inconsistency of scores of individual lawsuits.

D.

The Settlement Meets the Standard for Approval Under the FLSA

Courts approve FLSA settlements when they are reached as a result of contested litigation to resolve bona fide disputes. See Lynn’s Food Stores, Inc. v. United States, 679 F.2d 1350, 1353 n. 8 (11th Cir. 1982). Typically, courts regard the adversarial nature of a litigated FLSA case to be an adequate indicator of the fairness of the settlement. Id. at 1353–54. If the proposed FLSA settlement reflects a reasonable compromise over contested issues, it should be approved. Id. at 1354. For the reasons explained above, the Settlement easily meets this standard and the FLSA release should be approved for the FLSA Settlement Class Members who negotiate their settlement checks under the limited endorsement. See e.g., Alvarado v. Int’l Laser Prods., Inc., Order Granting Final Approval of Class and Collective Action Settlement, No. 18-cv-07756, p. 3-4 (N.D. Ill. Jan. 24, 2020) (approving release of FLSA claims for settlement class members who signed limited endorsement on the back of the settlement check, which served as a properly filed consent form and agreement to be bound by the settlement); Magpayo v. Advocate Health and Hospitals Corp., Order Granting Final Approval of Class Settlement, No. 16-cv-01176 (N.D. Ill. May 14, 2019), ECF No 134 at * 4 (same).

E.

The Parties’ Proposed Settlement Notice Program

The notice protocol identified in the Settlement Agreement provides proper notice of the Settlement to Settlement Class Members. Rule 23(e)(1)(B) requires the Court to “direct notice in a reasonable manner to all class members who would be bound by [a proposed settlement].” Many of the same considerations govern both certification and settlement notices. To protect the rights

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of absent class members, a court must require the best notice practicable. Phillips Petroleum Co. v.

Shutts, 472 U.S. 797, 811-12 (1985).

The Notice summarizes the key terms of the Settlement, informs Settlement Class Members of their estimated recovery, explains the option for Maine Settlement Class Members to exclude themselves from or object to the Settlement, informs Settlement Class Members of ways to obtain additional information regarding the Settlement, and notifies them of the date, time, and location of the Final Approval Hearing. Ex. A, Agreement, Attach. C. The Notice will be mailed

by U.S. Mail to all Settlement Class Members, with procedures in place to obtain updated addresses, and it also will be delivered by email if an address is available. Ex. A, Agreement § III.11.i. The Parties’ proposed notice procedure meets the requirements of Rule 23, and the Class Representatives request that the Court approve the Notice form and protocol.

F.

Scheduling the Final Approval Hearing is Appropriate

The last step in the Settlement approval process is a final fairness hearing at which the Court hears all evidence and argument necessary to make its Settlement evaluation. Proponents of the Settlement may explain the terms and conditions of the Settlement and offer argument in support of final approval. In addition, Settlement Class Members, or their counsel, may be heard in support of or in opposition to the Settlement Agreement. The Court will determine after the Final Approval Hearing whether the Settlement should be approved, and whether to enter a Final Approval Order and judgment under Rule 23(e).

V.

CONCLUSION For the foregoing reasons, the Class Representatives request that the Court: (1) grant

preliminary approval of the proposed Settlement Agreement; (2) certify the proposed FLSA collective and Rule 23 MEPL class for settlement purposes; (3) appoint Plaintiffs’ counsel as Class 24

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Counsel; (4) appoint Analytics Consulting LLC as the Settlement Administrator; (5) approve the proposed Court-Authorized Notice of Settlement; and (6) set the date for the Final Approval Hearing.

Respectfully submitted, Dated: April 27, 2021 /s/Maureen A. Salas One of Plaintiffs’ Attorneys

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EXHIBIT A

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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION KIMBERLY GREEN, CHERYL KILFOIL, HEATHER SINCLAIR, LISA DONOVAN, and MOLLY RAMIREZ, individually and on behalf of others similarly situated,

Case No. 1:20-cv-3878 Judge John F. Kness

Plaintiffs, v.

RELIANCE STANDARD LIFE INSURANCE COMPANY, Defendant.

COLLECTIVE AND CLASS ACTION SETTLEMENT AGREEMENT This Collective and Class Action Settlement Agreement is made between Kimberly Green, Cheryl Kilfoil, Heather Sinclair, Lisa Donovan, and Molly Ramirez, individually and on behalf of the Settlement Class Members, on the one hand, and Defendant Reliance Standard Life Insurance Company, on behalf of itself and other Released Parties, on the other hand.

I.

DEFINITION OF “SETTLEMENT CLASS MEMBERS” The following definitions shall apply throughout this Settlement Agreement:

DM2\13910809.3

1.

“Action” refers to the above-captioned litigation.

2.

“Applicable Work Week” means, for the FLSA Settlement Class Members, each week worked as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I during the FLSA Release Period, and for the Maine Settlement Class Members, including those who are also FLSA Settlement Class Members, each week worked as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I during the Maine Release Period. The term “Applicable Work Week” means, for the Class Representatives who worked for Defendant in Maine, each week worked as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I and/or a salaried, exempt LTD Claims Examiner II during the Maine Release Period. The term “Applicable Work Week” means, for Class Representative Kimberly Green, each week

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worked as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I and/or a salaried, exempt LTD Claims Examiner II during the FLSA Release Period.

3.

“Attorneys’ Fees and Litigation Expenses” means an amount, approved by the Court, of no greater than $323,750 (for attorneys’ fees) and no greater than $15,000.00 (for litigation expenses) to be paid to Class Counsel pursuant to Sections III.5.c and III.9.a.

4.

“Class Counsel” means Werman Salas P.C., Siegel Law Group, and The Hedgpeth Law Firm, PC.

5.

“Class List” means an Excel file identifying each Settlement Class Member by name, Employee ID #, last known mailing address, cell phone number (if available), personal email address (if available), and the state in which the Settlement Class Member last worked for Defendant. The Class List Defendant provides to the Settlement Administrator shall also identify each Settlement Class Member’s social security number.

6.

“Complaint” means the pleading filed in the Action on July 1, 2020 (ECF No. 1).

7.

“Settlement Class Members” or “Class Members” means the Class Representatives, Opt-In Plaintiffs, FLSA Settlement Class Members, and Maine Settlement Class Members.

8.

“Class Representatives” means Kimberly Green, Cheryl Kilfoil, Heather Sinclair, Lisa Donovan, and Molly Ramirez.

9.

“Court” means the U.S. District Court for the Northern District of Illinois.

10.

“Defendant” means Reliance Standard Life Insurance Company.

11.

“Defendant’s Counsel” means Duane Morris LLP.

12.

“Effective Date” means the first date on which the Final Approval Order is no longer appealable, which shall be 31 days after the Parties’ motion for final settlement approval is granted by the Court if no timely appeal of

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such order is filed or, if an appeal is filed, the date on which the appeal is final.

13.

Final Approval means the entering of the Final Approval Order.

14.

“Final Approval Hearing” means a hearing, to be scheduled by the Court in the order granting Preliminary Approval, at which the Court will consider whether to issue a Final Approval Order.

15.

“Final Approval Order” means an order from the Court that grants the relief identified in Section III.15.a of this Settlement.

16.

“FLSA Release Period” refers to the period between July 1, 2017 and February 10, 2021.

17.

“FLSA Settlement Class Members” means all Named and Opt-in Plaintiffs and all persons identified in the mediation data produced by Defendant on January 15, 2021, who worked for Defendant as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I, between November 9, 2017 and February 10, 2021. There are a total of 149 FLSA Settlement Class Members, who are listed on Attachment A.

18.

“Gross Settlement Amount” means the sum of $925,000.

19.

“Maine Release Period” refers to the period between July 1, 2014 and February 10, 2021.

20.

“Maine Settlement Class Members” means all Named and Opt-In Plaintiffs who worked for Defendant in Maine and all persons identified in the mediation data produced by Defendant on January 15, 2021, who worked for Defendant in Maine as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I between July 1, 2014 and February 10, 2021. There are a total of 132 Maine Settlement Class Members, who are listed on Attachment B.

21.

“Net Settlement Amount” means the Gross Settlement Amount less (i) the amounts paid to the Class Representatives and Opt-In Plaintiffs as Service Awards, (ii) the amounts paid to Class Counsel as Attorneys’ Fees and

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Litigation Expenses, and (iii) the amount paid to the Settlement Administrator for settlement administration fees and expenses.

22.

“Notice” means the Notice of Settlement, attached hereto as Attachment C.

23.

“Objection/Exclusion Deadline” is the date sixty (60) days after the Notice is first mailed.

24.

“Opt-in Plaintiffs” refers to Melissa Keller and Page Lindquist.

25.

“Parties” means the Class Representatives, Opt-in Plaintiffs, other Settlement Class Members and Defendant.

26.

“Preliminary Approval” means the Court’s issuance of an order preliminarily approving this Settlement Agreement as fair and reasonable and authorizing the Settlement Administrator to commence the notice process set forth in Section II.11. below.

27.

“Qualified Settlement Fund” or “QSF” means an account established and administered by the Settlement Administrator under Section 468B of the Internal Revenue Code and Treas. Reg. §§ 1.468B-1 et seq. for purposes of paying the amounts set forth in this Settlement Agreement.

28.

“Released Parties” means Defendant and Defendant’s parent, subsidiary and affiliated companies, including but not limited to Delphi Financial Group, Inc., Tokio Marine Holdings, Inc., and Tokio Marine & Nichido Fire Insurance Co., Ltd.

29.

“Settlement Checks” means the checks issued by the Settlement Administrator from the QSF to Settlement Class Members for their Settlement Payments.

30.

“Settlement Payment” refers to each Settlement Class Member’s ratable share of the Net Settlement Amount as computed in Section III.8.

31.

“Settlement” or “Settlement Agreement” means this Collective and Class Action Settlement Agreement.

32.

“Settlement Administrator” means a third party who will be responsible for issuing Notices, mailing Settlement Payments, and otherwise

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administering the Settlement consistent with the terms of this Agreement.

Analytics Consulting LLC has been retained to provide these services.

II.

33.

“Settlement Class Members” means “FLSA Settlement Class Members” and “Maine Settlement Class Members.”

34.

“Void Date” means the date that is 121 days after the Settlement Administrator mails the Settlement Payments.

NO ADMISSION OF LIABILITY Nothing contained herein, nor the consummation of this Settlement Agreement, is to be

construed as or deemed an admission of liability, culpability, negligence or wrongdoing on the part of any Party. All Parties have entered into this Settlement Agreement with the intention to avoid further disputes and litigation based on disputed facts and allegations, and to avoid the costs and risks of further litigation to all Parties. This Settlement Agreement, and any communications, papers, or orders related to the Settlement Agreement, are settlement documents and shall be inadmissible in any proceeding other than a proceeding to approve, interpret or enforce this Settlement Agreement.

III.

SETTLEMENT TERMS 1. Direct Payment to Settlement Class Members Settlement Class Members shall not be required to submit a claim form to participate in

this Settlement. Maine Settlement Class Members who do not exclude themselves from the Settlement and FLSA Settlement Class Members will be issued checks consistent with Sections III.5, III.7, and III.8 of this Settlement Agreement.

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federal, state, and local law while they worked for Defendant as a salaried exempt STD Claims Examiner II and/or a salaried exempt LTD Claims Examiner I during the FLSA Release Period.

FLSA Settlement Class Members who do not negotiate their Settlement Check will not release any claims. b. Release for Maine Settlement Class Members Upon the Effective Date, Maine Settlement Class Members who do not timely exclude themselves from the Settlement and, irrespective of whether or not they negotiate their Settlement Checks, will release the Released Parties from all claims or causes of action they have for unpaid overtime wages under Maine state law while they worked for Reliance Standard Life Insurance Company, Inc. as a salaried exempt STD Claims Examiner II and/or a salaried exempt LTD Claims Examiner I during the Maine Release Period. c. Additional Release for Certain Class Representatives In addition to the release(s) they provide as Settlement Class Members, Kimberly Green, Cheryl Kilfoil, Heather Sinclair, Lisa Donovan, and Molly Ramirez will release the Released Parties from all claims or causes of action they have for unpaid overtime wages under federal, state, and local laws. d. Exclusion from Releases Excluded from the Releases set forth above in Sections III.2.a, III.2.b, and III.2c, are claims FLSA Settlement Class Members and Maine Settlement Class Members may have against Matrix Absence Management, Inc. e. Settlement Check Endorsement All FLSA Settlement Class Members who negotiate Settlement Checks shall “opt-in” to the FLSA collective action claims in this Action and the release of claims set forth in this

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Settlement Agreement. All FLSA Settlement Class Members’ Settlement Checks shall contain the following statement on the back of the check: CONSENT TO JOIN AND RELEASE OF CLAIMS: By negotiating (i.e. cashing) this check, I consent to join the Fair Labor Standards Act claims in the case Green et al. v. Reliance Standard Life Insurance Company, Inc. (N.D. Ill., Case No. 1:20-cv-3878), and I agree to be bound by the Settlement Agreement and release of claims in that case.

3. Settlement Administration The Settlement Administrator will be responsible for administering the Settlement, including all applicable tax withholding, and issuing all applicable tax forms and completing all required tax reporting. The Parties agree to cooperate in the settlement administration process and to make all reasonable efforts to control and minimize the costs and expenses incurred in the administration of the Settlement.

4. Gross Settlement Amount and Qualified Settlement Fund a.

As a settlement and compromise of this Action in exchange for the terms

described herein, Defendant will pay a maximum total “all in” settlement amount of $925,000 (the “Gross Settlement Amount”), from which all Settlement costs and payments shall be made, including: (i) all Settlement Payments to Settlement Class Members; (ii) the Class Representatives’ and Opt-In Plaintiffs’ Service Awards; (iii) Class Counsel’s Attorneys’ Fees and Litigation Expenses; and (iv) all fees and costs the Settlement Administrator reasonably incurs in administering the Settlement. Defendant will pay the employer’s share of applicable payroll taxes on the wage portion of the Settlement Payments as an additional payment on top of the Gross Settlement Amount. b.

Defendant shall deposit the Gross Settlement Amount into the QSF no later

than seven (7) Court days after the Effective Date.

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c.

The Settlement Administrator shall: (1) calculate, withhold, remit and

report each Settlement Class Member’s share of applicable payroll taxes (including, without limitation, federal state and local income tax withholding, FICA, Medicare and any state or local employment taxes); (2) satisfy all federal, state and local and income and other tax reporting, return and filing requirements with respect to the QSF; and (3) satisfy out of the QSF all (i) taxes (including any estimated taxes, interest or penalties) with respect to the interest or other income earned by the QSF, and (ii) fees, expenses and costs incurred in connection with the opening and administration of the QSF and the performance of its duties and function as described in this Settlement Agreement, which such fees, costs and expenses shall be treated as and included in the costs of administering the QSF. 5. Disbursement of the Gross Settlement Amount The Settlement Administrator shall disburse the Gross Settlement Amount as follows, subject to Court approval: a.

Settlement Payments to Settlement Class Members from the Net Settlement

b.

A Service Award in the amount of $5,000 to each Class Representative;

c.

A Service Award in the amount of $1,000 to each Opt-in Plaintiff;

d.

A sum of up to $323,750 to be paid to Class Counsel for attorneys’ fees,

Amount;

and an amount up to $15,000 in actually and reasonably incurred litigation expenses. e.

A sum of $9,421 to be paid to the Settlement Administrator for the fees

and expenses it incurs administering the Settlement.

6. Uncashed Checks

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a.

Settlement Class Members will have 120 days after the issuance of the

Settlement Checks by the Settlement Administrator to cash their checks. If any Settlement Class Member’s Settlement Check is not cashed within that 120-day period, the check will be void. b.

Within 30 days after the Void Date, the Settlement Administrator will return

all uncashed funds from Settlement Checks issued to FLSA Settlement Class Members who are not also Maine Settlement Class Members to Defendant, including the employee’s share and employer’s share of taxes on Settlement Checks that are not negotiated. c.

Within 30 days after the Void Date, the Settlement Administrator will remit

all uncashed funds from Settlement Checks issued to Maine Settlement Class Members, including those Maine Settlement Class Members who are also FLSA Settlement Class Members, to the unclaimed property fund in the state where the Settlement Class Member last worked for Defendant.

7. Timeline of Settlement Events The Parties contemplate the following timeline for settlement events.

The date of

Preliminary Approval is the base timeline for all actions. The Parties contemplate presenting this Settlement Agreement to the Court for Preliminary Approval as soon as reasonably practicable. a.

Defendant will provide the Settlement Administrator and Class Counsel

with the Class List no later than fourteen (14) days after Preliminary Approval. b.

The Settlement Administrator will mail a Notice to Settlement Class

Members in accordance with Section III.11.c of this Agreement no later than fourteen (14) days after receipt of the Class List. c.

Class Counsel shall file a Petition for Attorneys’ Fees and Litigation

Expenses no later than twenty-eight (28) days after entry of an order of Preliminary Approval. d.

All objections to the Settlement and requests for exclusion from the 9

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Settlement must be postmarked within sixty (60) days from the date of the mailing of the Notice. e.

Class Counsel shall file a Motion for Final Approval of this Settlement and

a copy of the Settlement Administrator’s Declaration, concerning pertinent aspects of the settlement administration process, no later than seven (7) days before the Final Approval Hearing or by such other date as set by the Court. f.

Class Counsel shall provide the Settlement Administrator with each

Settlement Class Member’s Settlement Payment no later than three (3) business days after entry of the Final Approval Order. g.

The Settlement Administrator shall determine the employer’s share of

payroll taxes on the Settlement Payments to be paid to Settlement Class Members and shall communicate such amount to Defendant with a detailed explanation of the calculations no later than 21 days after entry of the Final Approval Order. Defendant will deposit the employer’s share of applicable payroll taxes into the QSF at the same time it funds the QSF with the Gross Settlement Amount. In the event of any dispute as to the calculation of employer’s share of payroll taxes, the Parties and Settlement Administrator shall meet and confer in good faith in an attempt to resolve the dispute. If the dispute cannot be resolved, it shall be submitted to the Court for a final determination. The Settlement Administrator shall thereafter remit and report the applicable portions of the payroll tax payment to the appropriate taxing authorities on a timely basis pursuant to its duties and undertakings. Defendant agrees to reasonably cooperate with the Settlement Administrator to the extent necessary to determine the amount of the employer’s share of payroll taxes. h.

Defendant shall fund the QSF with the Gross Settlement Amount and the

employer share of payroll taxes no later than seven (7) days after the Effective Date.

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i.

No later than twenty-one (21) days after Defendant funds the QSF with the

Gross Settlement Amount and the employer’s share of payroll taxes, the Settlement Administrator shall (1) mail all Class Representatives, Opt-in Plaintiffs, and other Settlement Class Members their Settlement Payments; (2) mail the Service Awards to the Class Representatives and Opt-in Plaintiffs; and (3) deliver the award of Attorneys’ Fees and Litigation Expenses to Class Counsel by wire transfer, as Class Counsel directs. The front of the envelopes containing the Settlement Checks shall be marked with words identifying the contents as important and/or time sensitive. j.

The deadline for Settlement Class Members to negotiate Settlement Checks

will be one hundred and twenty (120) days from the date the Settlement Checks are issued by the Settlement Administrator. k.

Within 14 days after the Void Date, the Settlement Administrator shall

provide Plaintiffs’ Counsel and Defendant’s Counsel with an accounting of the proceeds disbursed and the withholding and payment of any applicable payroll taxes from that portion of each Settlement Check allocated to wages.

The Settlement Administrator will provide an excel

spreadsheet listing every individual who cashed their Settlement Check, the amounts, and a copy of all negotiated checks, including the front and back of the checks. The Settlement Administrator shall also provide Plaintiffs’ Counsel and Defendant’s Counsel with an accounting of the uncashed checks that are being returned to Defendant and the uncashed checks that are being remitted to any state unclaimed property funds.

8. Allocation of Net Settlement Amount to Settlement Class Members Each Settlement Class Member shall be allocated his or her Settlement Payment from the Net Settlement Amount, which shall represent the Settlement Class Member’s pro rata portion of the Net Settlement Amount. For settlement purposes only, Class Counsel will calculate the Settlement Payments using the settlement calculation methodology set forth in this Section 8.

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Defendant does not agree that any assumptions used by Class Counsel in conjunction with this settlement calculation methodology represent the actual number of hours worked by any Settlement Class Member or the proper calculation of the regular rate, but Defendant consents to Class Counsel’s use of the settlement calculation methodology set forth in this Section 8 for settlement purposes only. a.

Class Counsel will use the following settlement calculation methodology

for settlement purposes only: 1. For each Settlement Class Member, Class Counsel will identify the number of Applicable Work Weeks the Settlement Class Member worked for Defendant.

2. Each Settlement Class Member’s regular rate will be calculated by dividing his or her annual salary by the product of 52 weeks times the number of hours he or she worked per week. For settlement purposes, the number of hours worked per week will be 47.00.

3. The owed overtime wages due in a work week will be calculated by multiplying the hours worked per week in excess of 40 by half of the regular rate.

4. Each Settlement Class Member’s total estimated unpaid overtime wages will be totaled for their Applicable Work Weeks.

5. Each Settlement Class Member’s Settlement Payment will be determined by dividing the sum of his or her total estimated unpaid overtime wages by the total of all estimated unpaid overtime wages for all Settlement Class Members and by multiplying the quotient

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by the Net Settlement Amount. The sum of the Class Members’ Settlement Payments shall in no event exceed the Net Settlement Amount. b.

For income and payroll tax purposes, the Parties agree that fifty percent

(50%) of each Settlement Payment shall be allocated as wage income in the year of payment and shall be subject to required payroll tax withholdings. The remaining fifty percent (50%) of each

Settlement Payment shall be allocated as liquidated damages and shall not be subject to payroll tax withholdings. The Settlement Administrator shall withhold the employee’s share of any applicable payroll taxes from the portion of each Settlement Payment allocated to wages. The Settlement Administrator shall thereafter remit and report the applicable portions of the payroll tax payment to the appropriate taxing authorities on a timely basis pursuant to its duties and undertakings. The Settlement Administrator shall not withhold any taxes from the portion of each Settlement Payment allocated to liquidated damages. The Settlement Administrator shall issue to each Settlement Class Member who negotiates a Settlement Check a Form W-2, reporting the portion of the Settlement Payment allocated to wages, and if required by I.R.S. regulations, a Form 1099 reporting the portion of the Settlement Payment allocated to liquidated damages.

9. Fees Award and Service Awards a.

Class Counsel shall seek a portion of the Gross Settlement Amount as

Attorneys’ Fees and Litigation Expenses. The total Attorneys’ Fees award shall not exceed $323,750. The total Litigation Expenses award shall not exceed $15,000. Defendant will not object to Class Counsel’s request for Court approval of these amounts. The Court’s award of a lesser amount than that requested by Class Counsel shall not nullify the Agreement. b.

The Attorneys’ Fees and Litigation Expenses approved by the Court shall

be paid to Class Counsel from the Gross Settlement Amount.

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c.

Class Counsel may appeal the award of Class Counsel’s Attorneys’ Fees

and Litigation Expenses should the sum awarded by the Court fall below the amount requested by Class Counsel, provided that the request Class Counsel makes is consistent with the provisions of this Settlement Agreement. If Class Counsel elects not to appeal or if the Court of Appeals affirms the decision, only the reduced amounts will be deemed to be Class Counsel’s Attorneys’ Fees and Litigation Expenses for purposes of this Settlement Agreement. Any amounts for Class Counsel’s Attorneys’ Fees and Litigation Expenses not awarded shall be added to the Net Settlement Amount available for distribution to Settlement Class Members as Settlement Payments. d.

The payment of the Attorneys’ Fees and Litigation Expenses award to Class

Counsel shall constitute full satisfaction of the obligation to pay any amounts to any person, attorney or law firm for attorneys’ fees, expenses or litigation expenses in the Action incurred by any attorney on behalf of the Class Representatives, Opt-in Plaintiffs and the Settlement Class Members, and shall relieve Defendant, the Released Parties, the Settlement Administrator, and Defendant’s Counsel of any other claims or liability to any other attorney or law firm for any attorneys’ fees, expenses and/or costs to which any of them may claim to be entitled on behalf of the Class Representatives, Opt-in Plaintiffs, and the Settlement Class Members. e.

Class Counsel will apply for “Service Awards” in the amount of $5,000.00

for each Class Representative, to be paid for the time and effort she spent conferring with Class Counsel, filing and pursuing the Action in her name, providing documents and information to Class Counsel, and in recovering wages on behalf of all Settlement Class Members. Class Counsel will apply for “Service Awards” in the amount of $1,000.00 for each Opt-in Plaintiff, to be paid for the time and effort she spent conferring with Class Counsel, providing documents and information to Class Counsel, and in assisting in recovering wages on behalf of all Settlement

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Class Members. Defendant agrees not to oppose such applications, so long as they are consistent with the provisions of this Settlement Agreement. The Service Awards shall be paid from the Gross Settlement Amount, in addition to the Settlement Payments, in the form of a check, and the awards shall be subject to Court approval. Any amounts for Service Awards not awarded shall be added to the Net Settlement Amount available for distribution to Settlement Class Members. f.

The amounts paid to the Class Representatives and Opt-in Plaintiffs as

Service Awards shall be allocated as non-wage income, shall not be subject to withholdings and deductions, and shall be reported on an IRS Form 1099-MISC, if required by IRS regulations.

10. Responsibilities of Defendant Defendant shall: a.

Perform all duties as stated in this Settlement Agreement.

b.

Provide Class Counsel with the information and data it needs to compute

each Settlement Class Member’s pro rata share of the Net Settlement Amount. c.

When communicating with any Settlement Class Members about the

Settlement, Defendant and its managers will refrain from discouraging or encouraging anyone to participate or opt-out of the Settlement and will refer them to the Notice. d.

If required by the Class Action Fairness Act, 28 U.S.C. §1715, no later than

ten (10) days after this proposed class action Settlement is filed in Court, Defendant shall notify the appropriate governmental authorities including, but not limited to, the attorneys general of the United States and Maine. Defendant also agrees to timely provide documents and information to the appropriate governmental authorities if required by and consistent with Section 1715 (“CAFA Notice”).

11. Preliminary Approval of Settlement and Issuance of Notice a.

Preliminary Approval Hearing. The Class Representatives shall move for 15

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Preliminary Approval within fourteen days after the execution of this Settlement Agreement, or as soon thereafter as practicable. In conjunction with the motion for Preliminary Approval, the Class Representatives will submit this Settlement Agreement to the Court. b.

Class List. Within 14 days after the Court grants Preliminary Approval of

the Settlement, Defendant will provide to Class Counsel and the Settlement Administrator the Class List. c.

Notice to Settlement Class Members.

A Notice shall be provided to

Settlement Class Members, and Settlement Class Members shall submit any objections to the Settlement, and/or requests for exclusion from the Settlement, using the following procedures: i.

Notice Procedures. On the timetable specified in Section III.7. of

this Settlement Agreement, the Settlement Administrator shall send a copy of the Notice to Settlement Class Members via First Class regular U.S. mail and electronic mail, if an email address is available for the Settlement Class Member. The Notice will be mailed using the most current mailing address information, which the Settlement Administrator shall obtain by running each Settlement Class Member’s name and address through the National Change of Address (NCOA) database or comparable databases. The front of the envelopes containing the Notice will be marked with words identifying the contents as an important court notice. The Notice for each Settlement Class Member will include the estimated Settlement Payment that the Settlement Class Member will receive. The Settlement Administrator shall promptly conduct a second mailing for any Settlement Class Member (a) whose Notice is returned as undeliverable, provided that a forwarding address is provided by the U.S. Postal Service or is otherwise located by the Settlement Administrator through an Accurint or comparable database search, or (b) who, prior to the Objection/Exclusion Deadline, provides Class Counsel or the Settlement Administrator with an

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updated mailing address. If after this second mailing, the Notice is again returned as undeliverable, and if no other forwarding address is available, the notice mailing process shall end for that Settlement Class Member. The Settlement Administrator will operate a telephone line that will allow Settlement Class Members to update their contact information or request more information about the Settlement. ii.

Updated Contact Information. Settlement Class Members should

contact the Settlement Administrator to update their mailing addresses. Class Counsel will forward any updated contact information it receives from Settlement Class Members to the Settlement Administrator. The Settlement Administrator will reissue the Notice to any Settlement Class Member who provide updated contact information prior to the Objection/Exclusion Deadline.

12. Procedure for Objecting to or Opting out of the Maine Settlement Class a.

Procedure for Objecting. The Notice of Settlement shall provide that Maine

Settlement Class Members who wish to object to the Settlement must mail a written statement to the Settlement Administrator that sets forth any objection to the Settlement. The statement must be postmarked no later than the Objection/Exclusion Deadline. The date of the postmark on the mailing envelope shall be the exclusive means used to determine whether an objection to the Settlement has been timely submitted. No later than ten (10) days after the Objection/Exclusion Deadline, the Settlement Administrator shall furnish to Class Counsel and Defendant’s Counsel copies of objections received from Settlement Class Members. b.

Procedure for Opting Out. The Notice shall provide that Maine Settlement

Class Members who wish to exclude themselves from the Class must submit a signed, written statement requesting exclusion from the Class on or before the Objection/Exclusion Deadline. The request for exclusion must contain the full name, address, telephone number, and the last four digits of the Social Security number the Settlement Class Member used when working for 17 15132937v.1 DM2\13910809.3

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Defendant, and must be returned by mail to the Settlement Administrator on or before the Objection/Exclusion Deadline. The date of the postmark on the return mailing envelope shall be the exclusive means used to determine whether a request for exclusion has been timely submitted.

Any Maine Settlement Class Member who excludes himself or herself from the Maine Settlement Class shall not be entitled to any payment with respect to the settlement of the Maine state law claims under the Settlement and shall not be bound by those aspects of the Settlement or have any right to object, appeal or comment thereon. No later than ten (10) days after the Objection/Exclusion Deadline, the Settlement Administrator shall furnish to Class Counsel and Defendant’s Counsel a complete list of all Maine Settlement Class Members who have timely requested exclusion from the Class.

13. No Solicitation of Settlement Objections or Exclusions The Parties agree to use their best efforts to carry out the terms of this Settlement. At no time shall any Party or their counsel seek to solicit or otherwise encourage Settlement Class Members to submit written objections to the Settlement or requests for exclusion from the Maine Settlement Class, or appeal from the Court’s Final Approval Order.

14. Procedure for FLSA Opt-Ins Pursuant to the FLSA and as set forth in Section III.2.e., all FLSA Settlement Class Members who negotiate a settlement check shall give his/her consent in writing to become a party plaintiff in the FLSA collective action claims asserted in the lawsuit, in accordance with 29 U.S.C. § 216(b). The Notice shall provide that FLSA Settlement Class Members who endorse any settlement check thereby consent in writing to become a party plaintiff in this action pursuant to 29 U.S.C. § 216(b).

15.

Final Settlement Approval Hearing and Entry of Final Judgment a.

At the Final Approval Hearing, the Parties will request that the Court, 18

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among other things, enter a Final Approval Order that: 1.

States that there is a bona fide legal dispute between the Parties as to whether Settlement Class Members worked more than 40 hours a week and were properly classified as overtime exempt;

2.

Incorporates the terms of the Settlement into the Final Approval Order;

3.

Approves the Service Awards, Class Counsel’s award of Attorneys’ Fees and Litigation Expenses, and the Settlement Administrator’s expenses;

4.

Approves the Settlement Agreement as a final, fair, reasonable, adequate and binding release of all claims as set forth in Sections III.2.b by all Maine Settlement Class Members who have not timely excluded themselves;

5.

Provides that all FLSA Settlement Class Members who negotiate a Settlement Check irrevocably consent to join and opt into the FLSA collective action in this Action;

6.

Provides that Defendant will timely fund the QSF with the Gross Settlement Amount and the employer’s share of payroll taxes;

7.

Dismisses the Action without prejudice and provides that the dismissal will convert to a dismissal with prejudice sixty days after Defendant has fully funded the QSF with the Gross Settlement Amount and the employer share of payroll taxes; and

8.

Retains jurisdiction to interpret, implement, and enforce the terms of the Settlement Agreement.

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b.

If the Court does not approve any material condition of this Settlement

Agreement, the Parties will work together in good faith to address and resolve the concerns raised by the Court in denying approval of the Settlement. c.

In the event this Settlement Agreement does not become final and the

Notice has already been sent to Settlement Class Members, the Settlement Administrator will provide notice to the Settlement Class Members that the Settlement Agreement did not receive Final Approval and that, as a result, no payments will be made to Settlement Class Members under the Settlement Agreement, in a form jointly agreed upon by the Parties. Such notice shall be mailed by the Settlement Administrator via First Class U.S. Mail, postage prepaid, to the addresses used by the Settlement Administrator in mailing the Notice of Settlement and also shall be sent via email, if an email address is available for the Settlement Class Member. The costs of such mailing shall be split equally between Class Counsel and Defendant.

16. Defendant’s Legal Fees and Settlement Administration Costs All of Defendant’s own legal fees, costs and expenses incurred in this Action shall be borne

by Defendant.

17. Nullification of Settlement Agreement This Settlement Agreement is contingent upon Final Approval of the Settlement Agreement. If: (i) the Court does not enter the Final Approval Order; (ii) the Court does not finally approve the Settlement; (iii) the final judgment in the Action does not become final for any reason; or (iv) the Settlement does not become final for any other reason, this Settlement Agreement shall be null and void, and any order or judgment entered by the Court in furtherance of this Settlement shall be treated as void ab initio. In such a case, the Parties and any funds to be awarded under this Settlement shall be returned to their respective statuses as of the date and time immediately prior to the execution of this Settlement Agreement, the Parties shall proceed in all respects as if 20 15132937v.1 DM2\13910809.3

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this Settlement Agreement had not been executed, and the agreements described in this Settlement Agreement shall be of no effect and inadmissible in this or any other action or proceeding. In the event an appeal is filed from the Court’s Final Approval Order, or any other appellate review is sought prior to the Effective Date, administration of the Settlement shall be stayed pending final resolution of the appeal or other appellate review.

18. Certification of Distribution of Settlement Checks The Settlement Administrator shall provide the Parties with an accounting of the proceeds disbursed and its withholding of every Class Member’s share of any applicable payroll taxes from that portion of each Settlement Payment allocated to wages.

19. No Effect on Employee Benefits The Settlement Payments and Service Awards paid to the Class Representatives, Opt-in Plaintiffs and Settlement Class Members shall be deemed not to be pensionable earnings and shall not have any effect on the eligibility for, or calculation of, any of the employee benefits (e.g., 401(k) plans, retirement plans, etc.) of the Class Representatives, Opt-in Plaintiffs and Settlement Class Members. The Parties agree that any Settlement Payment or Service Award paid to the Class Representatives, Opt-in Plaintiffs and Settlement Class Members under the terms of this Settlement Agreement do not represent any modification of their previously credited hours of service or other eligibility criteria under any employee pension benefit plan or employee welfare benefit plan sponsored by Defendant. Further, any Settlement Payments and Service Awards paid to former employees hereunder shall not be considered “compensation” in any year for purposes of determining eligibility for, or benefit accrual within, an employee pension benefit plan or employee welfare benefit plan sponsored by Defendant.

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Attachments, which are incorporated by this reference as though fully set forth herein. Any Attachments to this Settlement Agreement are an integral part of the Settlement. The descriptive headings of any paragraphs or sections of this Agreement are inserted for convenience of reference only and do not constitute a part of this Settlement Agreement.

21. Amendment or Modification This Settlement Agreement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors in interest.

22. Entire Agreement This Settlement Agreement and any Attachments constitute the entire agreement among these Parties relating to any and all matters addressed in the Settlement Agreement and supersede all prior or contemporaneous negotiations, agreements, understandings, representations, and statements, whether oral or written and whether by one of the Parties or such Parties’ legal counsel.

No rights hereunder may be waived or modified except in a writing signed by all Parties and approved by the Court.

23. Authorization to Enter into Settlement Agreement Counsel for all Parties warrant and represent they are expressly authorized by the Parties whom they represent to negotiate this Settlement Agreement and to take all appropriate action required or permitted to be taken by such Parties pursuant to this Settlement Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Settlement Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to affect the implementation of the Settlement. In the event the Parties are unable to reach agreement on the form or content of any document needed to implement the Settlement, or on any supplemental provisions that may become necessary to effectuate the terms of this Settlement, the Parties may seek the assistance of the Court to resolve such disagreement.

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24. Binding on Successors and Assigns This Settlement Agreement shall be binding upon, and inure to the benefit of, the successors or assigns of the Parties hereto, as previously defined.

25. Illinois Law Governs All terms of this Settlement Agreement and the Attachments hereto shall be governed by and interpreted according to the laws of the State of Illinois.

26. Counterparts This Settlement Agreement may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. Electronic signatures compliant with the ESIGN Act (i.e. DocuSign) and signatures transmitted by fax or .pdf shall have the same effect as an original ink signature.

27. This Settlement is Fair, Adequate and Reasonable The Parties warrant and represent they have conducted a thorough investigation of the facts and allegations in the Action. The Parties further represent and warrant that they believe this Settlement Agreement represents a fair, adequate and reasonable Settlement of this action and that they have arrived at this Settlement Agreement through extensive arms-length negotiations, taking into account all relevant factors, present and potential.

28. Cooperation and Drafting Each of the Parties has cooperated in the drafting and preparation of this Settlement Agreement. Hence, in any construction made to this Settlement Agreement, the same shall not be construed against any of the Parties.

29. Invalidity of Any Provision Before declaring any provision of this Settlement Agreement invalid, the Court shall first attempt to construe the provisions valid to the fullest extent possible consistent with applicable 23 15132937v.1 DM2\13910809.3

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 25 of 44 PageID #:203

precedents so as to define all provisions of this Settlement Agreement valid and enforceable.

30. Stay of Lawsuit The Parties agree to request that the Court continue the stay of the Action entered on November 17, 2020, and continued on February 26, 2021, pending their efforts to obtain Preliminary and Final Approval of the Settlement. The Parties also agree to extend the tolling agreement (ECF No. 24) through the duration of the stay.

31. Notice to the Parties Unless otherwise stated herein, any notice to the Parties required or provided for under this Settlement Agreement will be in writing and must be sent by electronic mail as follows: If to Class Counsel: Douglas Werman Maureen A. Salas Werman Salas P.C. 77 W. Washington St., Suite 1402 Chicago, IL 60602 dwerman@flsalaw.com msalas@flsalaw.com

If to Defense Counsel: Aaron Winn Karen Alexander Duane Morris LLP 750 B Street, Suite 2900 San Diego, CA 92101-4681 atwinn@duanemorris.com klalexander@duanemorris.com [signatures on next page]

24 15132937v.1 DM2\13910809.3

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DATED: _________________.

By: KIMBERLY GREEN Class Representative

DATED: _________________.

By: CHERYL KILFOIL Class Representative

DATED: _________________.

By: HEATHER SINCLAIR Class Representative

DATED: _________________.

By: LISA DONOVAN Class Representative

DATED: _________________.

By:

DATED: _________________.

RELIANCE STANDARD LIFE INSURANCE COMPANY, INC.

MOLLY RAMIREZ Class Representative

By: Its: ________________________________________

25 15132937v.1 DM2\13910809.3

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April 26, 2021

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ATTACHMENT A

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 29 of 44 PageID #:207 Green v. Reliance Standard Life Insurance Company Attachment A FLSA Settlement Class Members Emp. ID # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42

7177 6924 6846 7098 6321 6293 7206 7112 7165 6770 6969 6098 7038 7051 7295 7134 7658 6887 6322 6987 7073 7299 7533 7697 6821 7535 6261 7374 6274 7323 6110 7215 6677 7376 6779 7722 7541 6859 7678 6483 7207 6868

Last Name Alognon Balboni Bassett Beckwith Belmonte Blackstone Blumenthal Bocchicchio Bonazzoli Bonnell Bonsal Bouldin Bradley Brams Brazier Briggs Broadbent Brown Burns Burton Bush Byron Carrillo Childs Cjapi Cokley Davis Del Rossi Desjardin Dewitt Diolio Donaldson Donovan Edmond Emery Enriquez Faranda Field Flores Fortunato Francois Fullerton 1 of 4

First Name Akossiwa Nicole Jonathan Chad Angela Nicole Virginia Rosemary Brian Francis Patrick Daveda Kristen Brittany Melanie Ruth Stephanie Michael Lisa Daniel Kimberly Jeffrey Krystal Christina Eda Collette Angela Richard Helen Kelly Theresa Kelly Lisa Shannue Angela Anthony Christine Caitlyn Sarah Denise Lindsay Jenny

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 30 of 44 PageID #:208 Green v. Reliance Standard Life Insurance Company Attachment A FLSA Settlement Class Members Emp. ID # 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84

7289 7401 6926 6684 6719 7485 7681 7543 7084 7258 7265 7099 7434 7545 7300 7008 20360 6731 7219 7707 7395 7060 7368 6849 7196 7100 7730 7306 6739 6729 7275 6569 6710 7736 7486 6860 7158 7016 20000 6928 7549 7357

Last Name Furlong Gagne Gallant Games Gerlach Gordon Govender Green Gumpper Hall Hamel Hanson Hayes Hedgeman Henckel Hettel Himes Hodenberg Hunnewell Immonen Irish Jackson Jalbert Jin John Johnson Jones-Ochoa Kane Kane Keller Kennedy Kessler Kilfoil Kirkander Koehler Kroll Lamoreaux Langevin Lariviere Laskey Lederer Leighton 2 of 4

First Name Erin Richard Aimee Teresa Stacey Jenna Yashlyn Kimberly Emily Monica Jennifer Ashley Ryan Damone Elizabeth David Laura Andrea Alyssa Linda Crystal Kimberlee Jennifer Mikol Cyril Peter Michel Kayla William Melissa Teresa Shelley A. Cheryl Alicia Regan Maximilian Jenna Donna Danielle Jessica Patricia Jessica

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 31 of 44 PageID #:209 Green v. Reliance Standard Life Insurance Company Attachment A FLSA Settlement Class Members Emp. ID # 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126

6474 7263 7320 7551 20078 7723 7552 7372 3437 7001 7452 7435 6858 7276 7076 7034 7180 7062 7556 7096 7239 6211 7324 7356 6667 6573 6384 7053 6855 7396 7178 7213 7629 20294 7627 7075 7010 6270 6455 7687 6878 7109

Last Name Leighton Lindquist Lovell Madrid Marquez Martin Martinez McAvoy McCalla McClure McGuigan Merritt Miller Mitchell Morrison Myers Napoli Napolitano Nardi Ngarukiye O'Rourke Osley Parent Parish Parsons Patterson Perron Ponce Jaramillo Pratt Priest Provost Radkowski Ramirez Reed Remick Ricigliani Roadside Roberge Roberge-Haskell Roberts Robnett Rubinovitz 3 of 4

First Name Kristina Page Adam Katie Nadine Lisa Joseph James Rosemarie Ryan Shelby Samantha Alyse Tatsiana Kyle John Althea Kimberly Penny Charlotte Safya Jacqueline Kelly Krystal Jenny Amber Leanne Ramiro Lisa Dawn Trudie Rainier Molly Cynthia Caryn Frank Jenna Rosa Betty Autumn Jennifer Adam

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 32 of 44 PageID #:210 Green v. Reliance Standard Life Insurance Company Attachment A FLSA Settlement Class Members Emp. ID # 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149

6331 6863 7268 7301 6938 7675 7364 7562 7691 3881 7682 7371 7179 6642 7104 7565 7332 20352 7303 7446 7638 7074 7252

Last Name Ruggiero Samberg Sinclair Soth Southwell Stockman Stone Terrones Townes Trufant Truong Vogenitz Walsh Ward Webber Whitehurst Whitmore Williams Wills Wing Winn Wisnieski Wright

4 of 4

First Name Ellen Robin Heather Srey Hannah Jennie Melissa Alicia Bryan Sandra Tony Jaime Courtney Amelia Lindsay Marva Catherine RaShawn Ellen Laura Brandon Michelle Britney

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ATTACHMENT B

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 34 of 44 PageID #:212 Green v. Reliance Standard Life Insurance Company Attachment B Maine Settlement Class Members Emp. ID # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42

3879 7177 3545 6924 6846 7098 6321 6293 7206 7165 6770 7295 7029 6812 7134 7658 6461 6322 7299 6268 6861 7028 6423 6260 6412 6912 6471 6490 6261 6274 7323 6110 7215 6677 6399 7376 6779 6381 6483 7207 6401 6868

Last Name Alatriste-Greenberg Alognon Bailey Balboni Bassett Beckwith Belmonte Blackstone Blumenthal Bonazzoli Bonnell Brazier Bredeau Bridges Briggs Broadbent Brown Burns Byron Campbell Capoldo Caron Castillo Celeste Chabot Crowley-Gleason Cunningham Davenport-Lothrop Davis Desjardin Dewitt Diolio Donaldson Donovan Duffey Edmond Emery Enman Fortunato Francois Frenette Fullerton 1 of 4

First Name Marina Akossiwa Sarah Nicole Jonathan Chad Angela Nicole Virginia Brian Francis Melanie Kathleen Paul Ruth Stephanie James Lisa Jeffrey Megan Elizabeth Kathryn Juan Darcy Anne Amy Marc Amanda Angela Helen Kelly Theresa Kelly Lisa Nevin Shannue Angela Diana Denise Lindsay Jessica Jenny

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 35 of 44 PageID #:213 Green v. Reliance Standard Life Insurance Company Attachment B Maine Settlement Class Members Emp. ID # 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84

7289 7401 6926 6913 7485 6699 6262 6347 7258 7265 7099 6378 7434 7300 6731 6571 3518 7219 7395 7368 6916 6849 3455 7100 7306 6673 6729 7275 6710 6927 7486 7016 20000 6928 6323 6614 7357 6474 6398 7263 7320 6804

Last Name Furlong Gagne Gallant Gerrish Gordon Gousse Graffam Greeley Hall Hamel Hanson Haskell Hayes Henckel Hodenberg Holmes Howland Hunnewell Irish Jalbert Jensen Jin Johnson Johnson Kane Kauffman Keller Kennedy Kilfoil Kim Koehler Langevin Lariviere Laskey Laverdiere Leach Leighton Leighton Leone Lindquist Lovell Macisso 2 of 4

First Name Erin Richard Aimee Susan Jenna Jennifer Donna Katrina Monica Jennifer Ashley Alicia Ryan Elizabeth Andrea Courtney Jessica Alyssa Crystal Jennifer Diane Mikol Amy Peter Kayla Kerrie Melissa Teresa Cheryl Brittany Regan Donna Danielle Jessica Melissa Marita Jessica Kristina Richard Page Adam Kristin

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 36 of 44 PageID #:214 Green v. Reliance Standard Life Insurance Company Attachment B Maine Settlement Class Members Emp. ID # 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126

6263 6442 6696 7452 7435 7276 7180 7062 6732 6324 7324 7356 3946 7027 6384 7053 6359 6855 7396 7178 6548 7629 6466 7627 6762 6270 6455 6932 7181 7135 7268 6763 7301 6938 3865 7675 6356 7045 6752 6267 3881 6137

Last Name MacKay-Purinton Martin Mata McGuigan Merritt Mitchell Napoli Napolitano Njenga Ousback Parent Parish Parks Pelletier Perron Ponce Jaramillo Porter Pratt Priest Provost Pulsoni Ramirez Randolph Remick Restuccia Roberge Roberge-Haskell Robida Ruel Siegler Sinclair Smith Soth Southwell Stephens Stockman Tanguay Thompson Tittsworth Titus Trufant Viera 3 of 4

First Name Heather Michelle David Shelby Samantha Tatsiana Althea Kimberly Chantale Bradley Kelly Krystal Jasen Victoria Leanne Ramiro Tracey Lisa Dawn Trudie Timothy Molly Kiera-Su Caryn Sarah Rosa Betty Stacy Lise Dawn Heather Robert Srey Hannah Amy Jennie Katherine Karli Christina Christine Sandra Jonathan

Case: 1:20-cv-03878 Document #: 38-1 Filed: 04/27/21 Page 37 of 44 PageID #:215 Green v. Reliance Standard Life Insurance Company Attachment B Maine Settlement Class Members Emp. ID # 127 128 129 130 131 132

7179 7104 7332 7303 7446 7638

Last Name Walsh Webber Whitmore Wills Wing Winn

4 of 4

First Name Courtney Lindsay Catherine Ellen Laura Brandon

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ATTACHMENT C

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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION KIMBERLY GREEN, CHERYL KILFOIL, HEATHER SINCLAIR, LISA DONOVAN, and MOLLY RAMIREZ, individually and on behalf of others similarly situated,

Case No. 1:20-cv-3878 Judge John F. Kness

Plaintiffs, v.

RELIANCE STANDARD LIFE INSURANCE COMPANY, Defendant.

This is a court-authorized Notice. This is not a solicitation from a lawyer.

If you were employed by Reliance Standard Life Insurance Company as a salaried, exempt STD Claims Examiner II and/or LTD Claims Examiner I outside the state of Maine between November 9, 2017 and February 10, 2021 and/or within the state of Maine between July 1, 2014 and February 10, 2021, you may be eligible to participate in a collective and class action settlement. This notice explains your options. Please read it carefully.

BASIC INFORMATION 1. Why did I get this Notice?

You are getting this notice because you may be eligible to receive a payment as part of the settlement of a class and collective action lawsuit against Reliance Standard Life Insurance Company (“Reliance Standard”). The Honorable John F. Kness, a Judge in the United States District Court for the Northern District of Illinois, is overseeing this lawsuit and authorized the issuance of this Notice.

Reliance Standard’s records show you worked as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I outside of the state of Maine between November 9, 2017 and February 10, 2021 and/or within the state of Maine between July 1, 2014 and February 10, 2021. You have a right to know about the proposed settlement before the Court decides whether to approve it. If the Court approves the Settlement, and after any objections and appeals are resolved, settlement checks will be mailed to all Class Members (as defined below) who do not exclude themselves from the Settlement.

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2. What is this lawsuit about?

The Plaintiffs who filed this lawsuit have alleged that Reliance Standard violated the Fair Labor Standards Act (FLSA) and the Maine Minimum Wage Law by classifying individuals in the STD Claims Examiner II and LTD Claims Examiner I positions as exempt, that Plaintiffs worked more than forty (40) hours per week, and that Reliance Standard did not pay Plaintiffs overtime for hours worked in excess of forty (40) in individual work weeks.

Reliance Standard denies these allegations, maintains it fully complied with the law at all times, and denies that the proposed settlement class/collective was entitled to overtime.

3. What is a class and collective action?

In class and collective actions, one or more people called Class Representatives sue on behalf of people who have the same or similar claims. Here, Kimberly Green, Cheryl Kilfoil, Heather Sinclair, Lisa Donovan, and Molly Ramirez are the Class Representatives. The people with the same or similar claims are called “Class Members.” In class and collective actions, one court resolves the issues for all Class Members. A “class action” means the court resolves the issues for all Class Members except for those who decide to exclude themselves from the Class, as explained in section 12 below. A “collective action” means the court resolves the issues only for those Class Members who affirmatively consent to join the case. This Lawsuit and Settlement have elements of both a class action and a collective action.

4. Why is there a settlement?

The Court has not reached a decision in favor of either side in the Lawsuit. Both sides believe they would have prevailed if the case proceeded to a trial, but after extensive, good faith, and vigorous negotiations, they agreed to settle the case. That way, the Parties avoid the cost, delay, and risks of continued litigation and trial, and the Class Members receive some compensation now rather than risk receiving nothing should the case continue. The Class Representatives and their attorneys think the Settlement is best for all Class Members.

THE SETTLEMENT 5. How do I know if I am part of the Settlement?

If you worked as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I in the State of Maine between July 1, 2014 and February 10, 2021, you are a Maine Settlement Class Member. You are automatically covered by the portion of this Settlement relating to the Maine claims unless you elect to exclude yourself and opt out of the proposed settlement. Section 12, below, explains how you may opt out of the proposed settlement.

If you worked as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I in any State other than Maine between November 9, 2017 and February 10, 2021, you are a FLSA Settlement Class Member. You will be covered by the portion of this Settlement relating to the FLSA claim only if you affirmatively elect to participate by cashing your FLSA settlement check, as described below.

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6. What does the Settlement Agreement provide?

Reliance Standard agreed to create a total settlement fund of $925,000. The fund shall be used to pay (a) Settlement Payments to Class Members, (b) Service Awards to the Class Representatives and two other individuals in recognition of the services they provided to Class Members, (c) fees to [insert claims administrator], the company that is administering the settlement, and (d) Class Counsel’s attorneys’ fees and litigation expenses.

The amount to be paid to each Class Member for overtime wages is based on a formula set forth in the Settlement Agreement. The formula is based upon the number of weeks the Class Member worked during the relevant period and the Class Member’s salary.

The Settlement Agreement further provides that the Settlement Class Members will release the claims described in Section 10 of this Notice. The scope of the release of claims depends on whether the Settlement Class Member participates as a FLSA Settlement Class Member, Maine Settlement Class Member, or both.

7. How much will my payment be?

Based on the formula set forth in the Settlement Agreement, you are entitled to receive approximately $<DISTRIBUTION AMOUNT>, less applicable taxes and withholdings, as a Settlement Payment. Half of your Settlement Payment will be treated as unpaid wages, subject to required tax withholdings, and the other half will be treated as liquidated damages, from which no withholdings will be taken.

HOW YOU GET A PAYMENT 8. How can I get my settlement payment?

You do not need to do anything to receive your settlement payment. The Settlement Administrator will mail you your settlement payment if the Court grants Final Approval of the Settlement.

9. When will I get my settlement payment?

The Court will hold a Fairness Hearing on ---, 2021 at --- a.m. in Courtroom ____ to decide whether to approve the Settlement. If the Court approves the Settlement, and there is no appeal, then your payment will be mailed to you approximately 60 days after the Court approves the Settlement. Your payment will be mailed to the address where this notice was mailed, unless you notify the Settlement Administrator (at the address listed in section 12 below) of an updated address.

10. What am I giving up by staying in the Class or joining the FLSA Claims?

If you are a Maine Settlement Class Member, and you do not timely exclude yourself (as explained in section 12 below), you will remain a Class Member and will receive your settlement payment.

It also means that you cannot sue, continue to sue, or be a party to any other lawsuit against Reliance Standard or the Released Parties for claims or causes of action you have for unpaid overtime wages under Maine state law while you worked for Reliance Standard as a salaried,

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exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I between July 1, 2014 and February 10, 2021.

If you are a FLSA Settlement Class Member, and you cash a settlement check relating to the settlement of your FLSA Claims, you cannot sue, continue to sue, or be a party to any other lawsuit against Reliance Standard or the Released Parties for claims or causes of action you have for unpaid overtime wages under federal, state, and local law while you worked for Reliance Standard as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I between July 1, 2017 and February 10, 2021.

The term Released Parties means Defendant and Defendant’s parent, subsidiary and affiliated companies, including but not limited to Delphi Financial Group, Inc., Tokio Marine Holdings, Inc., and Tokio Marine & Nichido Fire Insurance Co., Ltd. You will have 120 days from the date of issuance of the settlement check sent to you in connection with this Settlement to cash the settlement check. After that time, it will automatically be voided.

If you are a Maine Settlement Class Member, the Settlement Administrator will remit the uncashed funds to the unclaimed property fund in the state where you last worked for Reliance Standard. If you are not a Maine Settlement Class Member, the Settlement Administrator will return the uncashed funds to Reliance Standard.

11. Does the law protect me from retaliation if I participate?

Yes. It is illegal for Reliance Standard to retaliate or discriminate against you based on your decision to participate or not participate in the Settlement. Reliance Standard will not discriminate or retaliate against you in any way because of your decision to participate or not participate in the Settlement or to cash or not cash your settlement check.

EXCLUDING YOURSELF FROM THE SETTLEMENT 12. How do I opt out of the Settlement?

A. If you are a Maine Settlement Class Member and want to exclude yourself from the Settlement, you must send a written, signed statement to the Settlement Administrator by First Class U.S. mail that includes your name, address, telephone number, and the last 4 digits of your social security number, and state: “I exclude myself from the Reliance Standard overtime settlement” (or words to that effect). Your request to opt out of the settlement must be postmarked no later than [INSERT DATE 60 DAYS FROM DATE OF MAILING] and must be mailed to: [INSERT MAILING ADDRESS] If you ask to be excluded from the Settlement, you cannot object to the Settlement, you will not release any claims, and you will not receive a settlement payment. In other words, you will not be legally bound by anything that happens in this Lawsuit.

B. If you are a member of both the Maine Settlement Class and the FLSA Class, and you do not wish to participate in the Settlement at all, you must: (1) opt-out of the Settlement of your Maine claims as described in section A above; and (2) not cash the settlement check you receive for your

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FLSA claims. (You will still receive a check for the FLSA portion of your settlement award, but you will only join the settlement if you sign and negotiate the check.)

C. If you are a member of only the FLSA Class and you do not wish to participate in the settlement, you must not cash the settlement check you receive for your FLSA Claims. (You will still receive a check for the FLSA portion of your settlement payment, but you will only join the settlement if you sign and negotiate the check.)

THE LAWYERS REPRESENTING YOU 13. Do I have a lawyer in this case?

The Court has decided that the lawyers at the law firms of Werman Salas P.C., The Hedgpeth Law Firm, P.C., and Siegel Law Group PLLC are qualified to represent you and all the other Class Members. These lawyers have been designated as “Class Counsel” in this lawsuit.

14. How will Class Counsel be paid?

Class Counsel will ask the Court to approve payment of $323,750 (35% of the $925,000 settlement fund) for their attorneys’ fees, and up to $15,000 for reimbursement of their out-of-pocket litigation expenses. The fees and expenses would pay Class Counsel for investigating the facts of this case, litigating the case, negotiating the Settlement, and reimbursing Class Counsel for out-ofpocket litigation expenses incurred in litigating this case.

In addition, Class Counsel will ask the Court to approve payments to the Class Representatives for their service to the Class in the amount of $5,000 each, and payments of $1,000 each to the two individuals who have already joined the case and assisted the Class Representatives and Class Counsel in the Lawsuit. The Court may award less than these requested amounts to Class Counsel and/or to the Class Representatives and the two other individuals.

Class Counsel will file the motion seeking approval of an award of attorneys’ fees and litigation expenses relating to their representation of the Class Representatives, Opt-In Plaintiffs and Class Members within 28 days of [the date the Court enters on the docket an Order granting preliminary approval of the Settlement.] Class Members can obtain a copy of the fee petition by contacting Class Counsel or the Settlement Administrator at the addresses and/or telephone numbers in section 18 below.

OBJECTING TO THE SETTLEMENT 15. How do I tell the Court that I object to the Settlement?

If you are a Maine Settlement Class Member and want to object to the settlement, you must send a letter via first class U.S. Mail stating the specific reasons for your objections and whether the objections apply only to you or also to others. Any reasons that are not included in the letter may not be considered. Any objections must be postmarked by [INSERT DATE 60 DAYS FROM DATE OF MAILING], and mailed to: [INSERT MAILING ADDRESS]

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16. What is the difference between objecting to the Settlement and excluding myself?

Objecting is telling the Court that you do not like something about the Settlement. You can object only with respect to the Maine state law portions of the Settlement, and only if you do not exclude yourself. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

THE COURT’S FAIRNESS HEARING 17. When and where will the Court decide whether to approve the Settlement Agreement?

The Court will hold a Fairness Hearing to decide whether to approve the Settlement at - a.m. on , 2021 at the United States District Court for the Northern District of Illinois, Dirksen United States Courthouse, 219 S. Dearborn Street, Chicago, IL 60604 before Judge Kness. Because of the pending health concerns related to COVID-19, this hearing may be held via videoconference and information regarding the videoconference will be made available at <INSERT>.

At the Fairness Hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. You may attend, and you may ask to speak, but you do not have to. If you remain in the Class and wish to bring anything to the Court’s attention about the Settlement, you should provide it in writing to the Settlement Administrator (see section 15 above). The Settlement Administrator will then provide your letter to the Court prior to the Fairness Hearing. If there are any objections, the Court will consider them. After the Fairness Hearing, the Court will decide whether to approve the Settlement. We do not know how long it will take the Court to rule on the motion.

GETTING MORE INFORMATION 18. What if I have questions about the Settlement?

You can obtain more information about the Settlement or obtain a copy of the Settlement Agreement by contacting the Settlement Administrator or Class Counsel at the addresses and/or telephone numbers below.

Settlement Administrator NAME Address Line 1 Address Line 2 Telephone: (---) --------

Class Counsel Maureen A. Salas-msalas@flsalaw.com Douglas M. Werman-dwerman@flsalaw.com Werman Salas P.C. 77 W. Washington St., Suite 1402 Chicago, IL 60602 Telephone: (312) 419-1008

Dated: [INSERT DATE OF MAILING]

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EXHIBIT B

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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION KIMBERLY GREEN, CHERYL KILFOIL, HEATHER SINCLAIR, LISA DONOVAN, and MOLLY RAMIREZ, individually and on behalf of others similarly situated,

Case No. 1:20-cv-3878 Judge John F. Kness

Plaintiffs, v.

RELIANCE STANDARD LIFE INSURANCE COMPANY, Defendant.

[PROPOSED] PRELIMINARY APPROVAL This matter having come before the Court on Plaintiffs’ Unopposed Motion for Preliminary Approval of Collective and Class Action Settlement Agreement, For Approval of Settlement Notice, and for Scheduling of Final Approval Hearing, the Court having reviewed and considered the Motion, the supporting Memorandum of Law and the attached exhibits, including the Class Action Settlement Agreement (“Settlement” or “Settlement Agreement”) and its attachments, and the Court being fully advised in the premises, IT IS ORDERED AS FOLLOWS: 1.

Capitalized terms not defined in this Order are defined in the Parties’ Settlement

Agreement.

2.

The Court preliminarily approves the Settlement as fair, reasonable and adequate.

The Settlement of the Fair Labor Standards Act (“FLSA”) collective action is approved as a fair and reasonable resolution of a bona fide dispute in this contested litigation.

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3.

The Settlement Agreement was the result of arm’s-length negotiations between

counsel with the help of an experienced mediator.

4.

The Court finds, on a preliminary basis, that Class Counsel has adequately

represented the proposed Maine Settlement Class, which is defined as follows: All Named and Opt-in Plaintiffs who worked for Defendant in Maine and all persons identified in the mediation data produced by Defendant on January 15, 2021, who worked for Reliance Standard Life Insurance Company in Maine as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I between July 1, 2014 and February 10, 2021.

5.

The Court specifically finds, for settlement purposes only, that (i) the class is so

numerous that joinder is impracticable; (ii) common questions of fact and law exist; (iii) the Class Representatives’ claims are typical of the class members’ claims; and (iv) the Class Representatives will be able to fairly and adequately protect the interests of the class. In addition, for settlement purposes only, the Court finds that questions of law or fact common to the class predominate over questions affecting individual class members and the class action is superior to other available methods of adjudication. Certification of the Maine Settlement Class for settlement purposes is the best means for protecting the interests of all the Maine Settlement Class Members.

6.

The Court also approves, for settlement purposes only, an FLSA Collective (the

“FLSA Settlement Class”) composed of: All Named and Opt-in Plaintiffs and all persons identified in the mediation data produced by Defendant on January 15, 2021, who worked for Reliance Standard Life Insurance Company as a salaried, exempt STD Claims Examiner II and/or a salaried, exempt LTD Claims Examiner I, between November 9, 2017 and February 10, 2021.

7.

The Court finds that distribution of notice to the proposed Settlement Class

Members is justified because Plaintiffs have shown that the Court will likely be able to (i) approve

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the Settlement under Rule 23(e)(2) and (ii) certify the proposed Maine Settlement Class for purposes of settlement. As a result, the Court approves, as to form and content, the Notice attached as Attachment C to the Settlement Agreement and finds that distribution of the Notice as set forth in Section III.11 of the Settlement Agreement: (1) meets the requirements of federal law and due process; (2) is the best notice practicable under the circumstances; and (3) shall constitute due and sufficient notice to all individuals entitled thereto.

8.

The Court appoints Douglas M. Werman and Maureen A. Salas of Werman Salas

P.C., Jack Siegel of the Siegel Law Group, and Travis Hedgpeth of the The Hedgpeth Law Firm, PC as Class Counsel. The Court also approves Named Plaintiffs Kimberly Green, Cheryl Kilfoil, Heather Sinclair, Lisa Donovan, and Molly Ramirez as Class Representatives.

9.

The Court appoints the class action settlement administration firm Analytics

Consulting LLC as the Settlement Administrator.

10.

The Parties and the Settlement Administrator shall have the following deadlines.

The Parties may, by mutual written agreement, agree upon a reasonable extension of time for the deadlines in this paragraph, without further notice to the Court: a.

Within fourteen (14) days of the Court entering this Order on the docket,

Defendant will provide the Settlement Administrator and Class Counsel with a complete listing of all Settlement Class Members (the “Class List”). The Class List shall be produced in Excel format and shall include each Settlement Class Member’s name, Employee ID number, last known mailing address, cell phone number (if available), personal email address (if available), and the last state where he or she worked for Defendant. The Class List provided to the Settlement Administrator shall also identify each Settlement Class Member’s social security number.

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b.

Within fourteen (14) days after receiving the Class List from Defendant,

the Settlement Administrator will distribute the Notice to Settlement Class Members consistent with Section III.11.c. of the Settlement Agreement. c.

Maine Settlement Class Members who wish to object to portions of the

Settlement pertaining to the Maine Employment Practices Law claims must mail a written statement to that effect to the Settlement Administrator. Such written statement must be postmarked within sixty (60) days from the date of the mailing of the Notice. d.

Maine Settlement Class Members who wish to exclude themselves from

the Settlement must submit a signed, written statement requesting exclusion. Such written request for exclusion must be postmarked within sixty (60) days from the date of the mailing of the Notice. e.

No later than ten (10) days after the deadline for submitting objections and

exclusions, the Settlement Administrator shall furnish to Class Counsel and Defendant’s Counsel a complete list of all Maine Settlement Class Members who have timely requested exclusion from the Maine Settlement Class and a copy of all objections received.

11.

A Final Approval Hearing, for purposes of determining whether the Settlement

should be finally approved, shall be held before this Court on _____________, 2021, at _____, in Room 1725 of the U.S. District Court, Everett McKinley Dirksen United States Courthouse, 219 S. Dearborn Street, Chicago, Illinois, 60604 (or by telephone or other remote means as the Court may direct).

12.

Any Settlement Class Member may enter an appearance in the Action, at his or

her own expense, individually or through counsel of his or her choice. Any Settlement Class

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Member who does not enter an appearance or exclude himself or herself from the Settlement will be represented by Class Counsel.

13.

Any Settlement Class Member may appear at the Final Approval Hearing and

show cause, if any, why: (1) the proposed Settlement of the Action should or should not be approved as fair, reasonable, and adequate; (2) why a judgment should or should not be entered thereon; (3) why attorneys’ fees should or should not be awarded to Class Counsel; and/or (4) why the Named Plaintiffs and Opt-in Plaintiffs should not receive extra compensation in the form of a Service Award. The Court will consider and rule upon all timely objections at the Final Approval Hearing.

14.

Class Counsel shall file a Petition for Attorneys’ Fees and Litigation Expenses no

later than twenty-eight (28) days after the Court enters this Order on the docket.

15.

All papers in support of Final Approval of the Settlement shall be filed no later

than seven (7) days before the Final Approval Hearing.

16.

At the Final Approval Hearing, the Court shall determine whether the proposed

Settlement, and any application for Service Awards and attorneys’ fees and litigation expenses, shall be approved.

17.

The Court reserves the right to adjourn the date of the Final Approval Hearing

without further notice to the Settlement Class Members and retains jurisdiction to consider all further applications arising out of or connected with the proposed Settlement.

DATED: ___________________

__________________________________________ THE HONORABLE JOHN F. KNESS United States District Judge

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EXHIBIT C

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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION KIMBERLY GREEN, CHERYL KILFOIL, HEATHER SINCLAIR, LISA DONOVAN, and MOLLY RAMIREZ, individually and on behalf of others similarly situated,

Case No. 1:20-cv-3878 Judge John F. Kness

Plaintiffs, v.

RELIANCE STANDARD LIFE INSURANCE COMPANY, Defendant.

DECLARATION OF MAUREEN A. SALAS I, Maureen A. Salas, declare and state under penalty of perjury, the following: 1.

I am a member in good standing of the Illinois State Bar and am a shareholder of

Werman Salas P.C. Werman Salas P.C. is co-counsel for the Named Plaintiffs and Opt-in Plaintiffs (collectively “Plaintiffs”) in the above-captioned action.

2.

I am familiar with the facts and circumstances of this action. I submit this

declaration in support of Plaintiffs’ Unopposed Motion for Preliminary Approval of Collective and Class Action Settlement Agreement, for Approval of Settlement Notice, and for Scheduling of Final Approval Hearing.

Werman Salas P.C.’s Qualifications 3.

Attached as Attachment 1 is a firm resume for Werman Salas P.C.

4.

In Osman, et al. v. Grube, Inc., et al., the Honorable James R. Knepp approved a

collective action settlement, finding that the attorneys at Werman Salas are “known and recognized lawyers in wage and hour litigation and have an excellent national reputation in representing tipped 1

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employees in this type of case. Courts recognize Plaintiffs’ Counsel as leaders in advocating the rights of such workers throughout the United States.” No. 3:16-CV-00802-JJH, 2018 WL 2095172, at *4 (N.D. Ohio May 4, 2018).

5.

In Mouloki v. Epee, the Honorable Schenkier identified Douglas M. Werman and

Maureen A. Salas as an example of “highly respected and experienced attorneys in…wage and hour cases.” No. 14 C 5532, 2017 WL 2791215, at *3 n.4 (N.D. Ill. June 27, 2017).

6.

In Sanchez v. Roka Akor Chicago LLC, the Honorable Virginia Kendall approved

a class and collective settlement, finding the attorneys at Werman Salas P.C. “national leaders in advocating the rights of working people in wage and hour litigation” and describing Douglas Werman as a “highly respected and experienced lawyer[]…” No. 14 C 4645, 2017 WL 1425837, at *5-7 (N.D. Ill., Apr. 20, 2017).

7.

In Schmidt v. Smith & Wollensky, LLC, the Honorable Ruben Castillo certified a

class action, finding Plaintiff’s Counsel are “highly experienced attorneys.” 268 F.R.D. 323, 328 n.5 (N.D. Ill. 2010).

Factual Allegations 8.

In conjunction with the Rule 26(f) conference, the Parties agreed to discuss

resolution of the overtime claims on a class-wide basis, and they entered into an agreement to toll the limitations period of the FLSA claims on November 13, 2020. The Court entered an order staying the case pending private mediation on November 17, 2020. In advance of the mediation, Class Counsel conferred with and collected facts from the Class Representatives and Opt-in Plaintiffs.

9.

Class Counsel and Defendant’s Counsel held multiple telephone conferences to

discuss the data Class Counsel would need Defendant to produce in order to compute damages on 2

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a class wide basis. Defendant produced job descriptions, a job duties matrix, and dates of employment and salary history information for all potential class members. Defendant also provided Class Counsel with information relating to the reclassification of the LTD Claims Examination I position from exempt to non-exempt in December 2019.

10.

Class Counsel and the Class Representatives pursued this case vigorously on behalf

of Settlement Class Members. Class Counsel’s pre-mediation investigation in this case was robust.

The Parties’ investigations culminated with them exchanging detailed written statements setting forth their respective positions in advance of the mediation. Class Counsel had ample information to evaluate the strength of the Class claims.

11.

The Parties attended a mediation on February 10, 2021 with experienced class and

collective action mediator Hunter Hughes III. The Parties did not resolve the action by the end of the day, but they continued to negotiate the settlement for several days following the mediation.

The mediator made a proposal, and the Parties accepted it on February 16, 2021. The Settlement resolves the overtime misclassification claims of the Named Plaintiffs, Opt-in Plaintiffs and 195 additional Settlement Class Members who worked in the job positions Short Term Disability Claims Examiner II (“STD Claims Examiner II”) and Long Term Disability Claims Examiner I (“LTD Claims Examiner I”). The Settlement was the result of arm’s length negotiations between counsel and was reached with the assistance of an experienced class and collective action mediator.

12.

The Settlement resolves the claims of FLSA Settlement Class Members and Maine

Settlement Class Members. There are a total of 202 unique Settlement Class Members, and 158 Settlement Class Members are in both classes.

13.

Absent settlement, the Parties would have engaged in extensive written and oral

discovery relating to class certification, liability, and damages. Motion practice would have

3

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included briefing on collective and class certification, as well as dispositive motions. Even if the Class Representatives were successful in getting a collective certified, Defendant would have had the opportunity to move for decertification prior to trial.

14.

Here, Defendant has agreed to pay a substantial sum to Settlement Class Members

given the risks associated with continued litigation. The Gross Settlement Amount represents 100% of the overtime wages owed to all Settlement Class Members if they worked 47 hours a week in each work week they worked for Defendant as a STD Claims Examiner II and/or LTD Claims Examiner I during their applicable Release Period. Even after the payment of Class Counsel’s Attorneys’ Fees, Litigation Expenses, Service Payments to the Class Representatives and Opt-in Plaintiffs, and the costs of settlement administration, the Settlement Class Members are receiving 60% of the estimated overtime wages owed if they worked 47 hours in each week they worked during the applicable Release Period. The largest settlement payment is estimated to be more than $13,000, with the average settlement payment to the Settlement Class Members being approximately $1,390.

15.

Commonality is satisfied here. The common questions raised by the MEPL

allegations in this case include: (1) what is the primary job duty performed by claims examiners; (2) did claims examiners’ primary job duty involve the exercise of discretion and independent judgment on matters of significance; (3) whether Defendant had a policy of misclassifying employees in the STD Claims Examiner II and/or LTD Claims Examiner I job positions as exempt from the overtime provisions of the MEPL; and (4) whether claims examiners were required by Defendant to work over 40 hours a week due to contractual deadlines and understaffing.

16.

There is no evidence here that the proposed Class Representatives, Named

Plaintiffs Kilfoil, Sinclair, Donovan, and Ramirez, have interests that are antagonistic to Maine

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Settlement Class Members. Like all other Maine Settlement Class Members, the Class Representatives worked for Defendant as salaried, exempt claims examiners. The Class Representatives and Maine Settlement Class Members suffered the same alleged overtime violation—misclassification—and thus have sufficient interest in the outcome of the case.

Furthermore, Plaintiffs’ counsel are experienced class action attorneys and have acted as representative counsel in numerous actions in federal and state courts.

17.

The Parties have selected Analytics Consulting LLC, an experienced Settlement

Administrator, to administer the settlement. The duties of the Settlement Administrator are set forth in the Settlement Agreement and include: (1) mailing a Notice of Settlement to Settlement Class Members; (2) calculating, withholding, and remitting to the IRS the employees’ shares of applicable payroll taxes on the wage portion of the Settlement Payments; (3) calculating the employer’s share of payroll taxes on the wage portion of the Settlement Payments; (4) establishing and maintaining the Qualified Settlement Fund; (5) issuing settlement payment checks to Settlement Class Members; (6) issuing Form W-2s and Form 1099s; (7) returning to Defendant amounts from uncashed settlement checks issued to FLSA Settlement Class Members who are not also Maine Settlement Class Members; and (8) remitting to the applicable unclaimed property fund amounts from uncashed settlement checks issued to all Maine Settlement Class Members.

I declare under penalty of perjury pursuant to 28 U.S.C. § 1746 that the foregoing is true and correct.

Dated: April 27, 2021

s/Maureen A. Salas Maureen A. Salas

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ATTACHMENT 1

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FIRM RESUME

WERMAN SALAS P.C. 77 West Washington Street Suite 1402 Chicago, IL 60602 www.flsalaw.com

Case: 1:20-cv-03878 Document #: 38-3 Filed: 04/27/21 Page 9 of 18 PageID #:237 Werman Salas P.C. Firm Resume Introduction: Werman Salas P.C. is a Chicago based national law firm focused on the recovery of unpaid wages for workers in class and collective actions across the United States.

Recognizing the firm’s skill and experience, a federal court described Werman Salas P.C. as “national leaders in advocating the rights of working people …” Sanchez v. Roka Akor Chicago LLC, 2017 WL 1425837 (N.D. Ill., Apr. 20, 2017). A federal magistrate judge described Werman Salas P.C. as “known and recognized lawyers in wage and hour litigation” with “an excellent national reputation.” Osman, et al. v. Grube, Inc., 2018 WL 2095172, at *4 (N.D. Ohio May 4, 2018).

Significant Collective Actions for Minimum Wages or Overtime: Lead or Co-Lead Counsel •

Robbins v. Blazin Wings, Inc., No. 15-CV-6340 CJS, 2016 WL 1068201, at *1 (W.D.N.Y. Mar. 18, 2016) (following contested motion practice, the court authorized step one FLSA certification to a nationwide class and over 5,000 servers and bartenders filed consents to join the case; after extensive discovery, the parties resolved the action on a collective action basis)

•

Knox v. The Jones Group, No. 15-cv-1738 (S.D. Ind) (following contested motion practice the court authorized step one FLSA certification and 559 servers and bartenders filed consents to join the case; after extensive discovery, the parties resolved the action on a collective action basis)

•

Brunty v. Optima Health Plan, No. 2:19-cv-255 (E.D. Va.) (collective action settlement for 178 Care Coordinator Non-RNs alleging overtime misclassification claims under the FLSA)

•

Turner v. BFI Waste Service, LLC, No. 2:16-cv-2864-DCN (D.S.C.) (following contested motion practice the court authorized step one FLSA certification and 126 drivers filed consents to join the case; the parties later resolved the action for the collective)

•

Wolverton v. Diversified Restaurant Holdings, Inc., et al., Case No. 2:14-cv-11333-VARDRG (E.D. Mich.) (collective action settlement involving hundreds of restaurant franchise employees)

•

Burns v.RespiteCare, Case No. 1:17-cv-00917 (N.D. Ill.) (collective action settlement for 94 Home Service Aides alleging failure to pay all overtime wages in violation of the FLSA)

•

Castaldo v. Uncle Julio’s Corporation, Case No. 1:15-cv-09176 (N.D. Ill.) (collective action settlement involving 396 tipped employees)

2

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McLamb v. High 5 Hospitality, LLC d/b/a Buffalo Wild Wings, Case No. 1:16-cv-00039GMS (D. Del.) (collective action settlement encompassing up to 612 tipped employees)

•

Osman v. Grube, Inc., Case No. 3:16-cv-00802-JJH (N.D. Ohio) (collective action settlement reached for 323 tipped workers in lawsuit alleging violations of the tip credit provisions of the Fair Labor Standards Act)

•

Grosscup v. KPW Management, Inc., Case No. 16 C 06501 (N.D. Ill.) (collective action settlement reached for 232 tipped workers in lawsuit alleging violations of the tip credit provisions of the Fair Labor Standards Act)

•

Russell v. EqHealth Solutions, Inc., 3:19-cv-000005 (M.D. La.) (collective action settlement for 63 care coordinators and utilization reviewers who alleged overtime misclassification claims under the FLSA)

•

Putman v. Galaxy 1 Marketing, Inc., 3:10-cv-72-JAJ-RAW (S.D. Iowa) (following contested motion practice the court authorized step one FLSA certification and 153 satellite installers filed consents to join the case; after extensive discovery on plaintiffs’ independent contractor misclassification claims, the parties resolved the action on a collective action basis)

Significant Unpaid Wage Class Actions: Lead or Co-Lead Counsel •

Arrez v. Kelly Services, Inc., No. 07-cv-1289 (N.D. Ill.) (appointed class counsel in settlement for 95,000 class members in lawsuit alleging violations of the Illinois Wage Payment and Collection Act for unpaid vacation pay benefits and of the Illinois Day and Temporary Labor Services Act for wage payment and notice violations )

•

Ortiz v. Manpower, Inc., No. 12-cv-5248 (N.D. Ill.) (unpaid wage class action for over 85,000 class members)

•

Garcia v. JC Penney Corp., Inc., No. 12-CV-3687, 2016 WL 878203 (N.D. Ill. Mar. 8, 2016) (unpaid wage class action for over 36,000 employees)

•

Polk v. Adecco, No. 06 CH 13405 (Cook County, Ill.) (unpaid wage class action for over 36,000 class members)

•

Driver v. AppleIllinois, LLC, 265 F.R.D. 293, 311 (N.D. Ill. 2010) & Driver, No. 06-cv6149 (N.D. Ill.) (class action for 19,000 tipped restaurant employees; decertification denied)

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Williams v. Volt, No. 10-cv-3927 (N.D. Ill.) (unpaid wage class action for over 15,000 employees)

•

Martignago, et al v. Merrill Lynch & Co., Inc., Case No. 11-cv-03923-PGG (multi-state class action certified for over 10,000 employees)

•

Kernats v. Comcast Corp. Inc., Nos. 09 C 3368 and 09 C 4305, 2010 U.S. Dist. LEXIS 112071 (N.D. Ill. Oct. 20, 2010) (class certification granted for over 8,000 Illinois employees)

•

Ryan Black v. P.F. Chang’s China Bistro, Inc., Case No. 16 C 03958 (N.D. Ill.) (class and collective action settlement for thousands of restaurant workers)

•

McDonnell v. Groupon, Case No. 14 cv 9028 (N.D. Ill.) (certified settlement class of 2,024 inside Account Representatives and Account Executives alleging overtime misclassification violations under the Illinois Minimum Wage Law and the Fair Labor Standards Act)

•

Magpayo v. Advocate Health & Hosps. Corp., No. 16-CV-01176, 2018 WL 950093, at *1 (N.D. Ill. Feb. 20, 2018) (Following contested motion practice, the court certified Rule 23 classes under the Illinois Minimum Wage Law and under the Illinois Wage Payment and Collection Act for unpaid overtime and straight time wages due for working through unpaid meal periods)

•

Higgins v. Verizon North LLC, No. 4:11-cv-1393 (E.D. Mo.) (appointed class counsel in settlement for 377 class members in lawsuit alleging off-the-clock violations under the Missouri Minimum Wage Law, the Fair Labor Standards Act, and under common law)

•

Davis v. A Sure Wing, LLC, Case No. 3:15-cv-01384-SCW, ECF No. 55 (S.D. Ill. Aug. 29, 2016) (certified settlement class of 1,951 tipped employees of restaurant franchise alleging violations of the tip-credit provisions of the Missouri Minimum Wage Law and Illinois Minimum Wage Law)

•

Cope v. Let’s Eat Out, Incorporated, Case No. 6:16-cv-03050-SRB (W.D. Mo. May 10, 2017) (contested certified classes of 993 tipped employees alleging violations of the Missouri Minimum Wage Act and the Missouri common law)

•

Zamudio v. Nick & Howard LLC d/b/a The Underground, et al., Case No. 15-cv-3917 (N.D. Ill.) (certified settlement class of 108 servers and bartenders in lawsuit alleging violations of the Illinois Minimum Wage Law and the Illinois Wage Payment and Collection Act for unpaid minimum and other earned wages)

•

Rusin v. Chicago Tribune Company, Case No. 12 cv 01135 (N.D. Ill.) (certified settlement 4

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Snoep v. Asia on Illinois LLC, Case No. 12 cv 2387 (N.D. Ill.) (certified settlement class of 176 tipped employees in lawsuit alleging violations of the tip credit provisions of the Illinois Minimum Wage Law)

•

Peraza, et al. v. Dominick’s Finer Foods, LLC., Case No. 11 cv 8390 (N.D. Ill) (certified settlement class of 85 managers in lawsuit alleging overtime misclassification violations under the Illinois Minimum Wage Law and the Fair Labor Standards Act)

•

Hopkins v. Theofanous Brothers, Inc., Case No. 10 CH 672 (Circuit Court of McHenry County, Chancery Division ) (following contested motion practice, the court certified classes under the Illinois Minimum Wage Law for unpaid minimum wages and under the Illinois Wage Payment and Collection Act for unauthorized deductions)

•

O’Donnell v. AT&T Services, Inc., Case No. 10 CH 46886 (Circuit Court of Cook County, Chancery Division) (certified settlement class of 272 IT Analysts in lawsuit alleging overtime misclassification violations under the Illinois Minimum Wage Law)

•

Gonzalez v. Fellowes, Inc., Case No. 10 cv 7682 (N.D. Ill.) (certified settlement class of 805 day and temporary laborers who alleged they were not paid for the time they worked through their meal breaks in violation of the Illinois Wage Payment and Collection Act, Illinois Minimum Wage Law, Illinois Day and Temporary Labor Services Act, and Fair Labor Standards Act)

•

Barragan v. Evanger’s Dog and Cat Food Co., Inc., Case No. 09 cv 227 (N.D. Ill.) (following contested motion practice, the court certified a Rule 23 class under the Illinois Minimum Wage Law for unpaid overtime wages)

•

Jimenez v. Yamuna Enterprises, Inc., Case No. 07 CH 20918 (Circuit Court of Cook County, Chancery Division) (following contested motion practice, the court certified classes under the Illinois Minimum Wage Law and Illinois Wage Payment and Collection Act for owed overtime, minimum wages, and other unpaid wages)

•

Shaukat, et al. v. Wireless 4 U, Case No. 06 cv 4214 (N.D. Ill.) (following contested motion practice, the court certified Rule 23 classes under Illinois, Arizona, and Missouri state law for the non-payment of commission wages)

•

Steward v. Colonial Ice Cream, Inc. d/b/a Colonial Cafe & Ice Cream, Case No. 1:15-cv02284, ECF No. 100 (N.D. Ill. May 3, 2016) (certified settlement class of 457 tipped employees alleging violations of the tip-credit provisions of the Illinois Minimum Wage Law)

5

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Significant Biometric Information Privacy Act Class Actions Lead Counsel •

Jones v. CBC Rest. Corp., 1:19-cv-06736 (N.D. Ill. June 12, 2020) (appointed class counsel in settlement for 4,053 class members alleging Biometric Information Privacy Act claims based on use of biometric timekeeping equipment)

•

Kiefer v. Bob Evans Farms, LLC, Case No. 17-L-112 (Cir. Ct. Tazewell Cty., Ill.) (appointed class counsel in settlement for 1,504 class members alleging Biometric Information Privacy Act claims based on use of biometric timekeeping equipment)

•

Phillips v. Warehouse Services, Inc., No. 2019-CH-01183 (Cir. Ct. Cook Cty., Ill.) (appointed class counsel in settlement for 655 class members alleging Biometric Information Privacy Act claims based on use of biometric timekeeping equipment)

•

Alvarado v. Int’l Laser Prods., Inc., No. 18 C 7756, 2019 WL 3337995 (N.D. Ill. June 19, 2019) (contested certified class for 299 class members alleging violations of the Biometric Information Privacy Act based on use of biometric timekeeping equipment)

•

Adams v. World Hyundai of Matteson LLC, 2018-CH-15640 (Cir. Ct. Cook Cty., Ill.) (appointed class counsel in settlement for 204 class members alleging Biometric Information Privacy Act claims based on use of biometric timekeeping equipment)

•

Briggs, et al. v. RhinoAG, Inc., No. 2019-CH-12 (Cir. Ct. Ford Cty., Ill.) (appointed class counsel in settlement for 202 class members alleging Biometric Information Privacy Act claims based on use of biometric timekeeping equipment)

•

Guerrero v. Bob’s Discount Furniture, LLC, Case No. 2019-CH-01046 (Cir. Ct. Cook Cty., Ill.) (appointed class counsel in settlement for 165 class members, later expanded to 225 class members, alleging Biometric Information Privacy Act claims based on use of biometric timekeeping equipment)

Significant Telephone Consumer Protection Act Class Actions Lead or Co-Lead Counsel •

Buchanan v. Sirius XM Radio Inc., Case No. 17-cv-728 (N. D. Tex.) (class action settlement for over 14 million class members)

6

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Douglas M. Werman, Founder and Managing Partner

Doug acted as lead and co-lead counsel in hundreds of individual, collective and class action lawsuits throughout the United States resulting in more than $250,000,000 being paid to working people and their families.

Doug has served as counsel of record in scores of ground breaking cases, including the successful appeal of Ervin v. OS Restaurant Serv., 09-3029 (7th Cir. Jan. 18, 2011), which confirmed the ability of employees to litigate, in the same lawsuit, Fair Labor Standards Act collective action claims together with state law class action claims for owed minimum wages and overtime pay. He is on the Board of Editors of the leading treatise on the Fair Labor Standards Act, entitled, “The Fair Labor Standards Act,” and is a recurring speaker at Chicago and American Bar Association events, the National Employment Lawyers Association, the Illinois Institute for Continuing Education, and other legal conferences. Doug was on the working committees that helped author the Illinois Day and Temporary Labor Services Act, the 2006 amendments to the Illinois Minimum Wage Law, and the 2011 “Wage Theft” amendments to the Illinois Wage Payment and Collection Act. Recently, Doug was one of ten lawyers in the United States, working in conjunction with Federal Judiciary Center, who drafted Mandatory Initial Discovery Protocols to be used by the United States federal courts in Fair Labor Standards Act cases. Doug is also the proud recipient of the Thirteenth Annual Award for Excellence in Pro Bono Service awarded by the United States District Court for the Northern District of Illinois, in conjunction with the Chicago Chapter of the Federal Bar Association.

Doug graduated from Loyola University of Chicago School of Law in 1990. After his graduation, he worked at national management side labor law firms until starting Werman Law Office P.C. in 2001, which became Werman Salas P.C. on January 1, 2014. As a defense lawyer, Doug represented a broad range of clients in many business areas including telecommunications, retail, transportation, waste management, insurance, warehousing, and construction. His work on behalf of employers included extensive experience performing human resource counseling and before the National Labor Relations Board, including unfair labor practice proceedings and union representation cases.

•

Maureen A. Salas, Partner

Maureen is a highly knowledgeable and skilled class action litigator who is dedicated to obtaining successful results for her clients. Maureen has delivered outstanding results to her clients by winning trials, winning summary judgment motions, and by negotiating favorable settlements for her clients.

Maureen began working at the firm in 2006 and became a shareholder in 2013. She primarily represents employees in class and collective action wage and hour litigation, and she has had tremendous success recovering wages for workers across the nation in a variety of industries.

Maureen has recovered tens of millions of dollars for working people during her tenure with the firm. Maureen also prides herself in delivering excellent service and results to the clients she 7

Case: 1:20-cv-03878 Document #: 38-3 Filed: 04/27/21 Page 15 of 18 PageID #:243 Werman Salas P.C. Firm Resume represents in single plaintiff employment matters involving claims for discrimination, retaliatory discharge, and claims under the Family Medical Leave Act. Maureen’s commitment to her practice of representing workers extends outside the courtroom.

Maureen served as a Contributing Editor for the leading treatise on the Fair Labor Standards Act, entitled, “The Fair Labor Standards Act” (2010). She also serves as a Chapter Editor for the American Bar Association’s Federal Labor Standards Legislation Committee’s Midwinter Treatise.

Maureen has been asked to share her knowledge and experience with her peers and has served as a speaker on esteemed panels on a national and local level. She had the privilege of speaking on the topic of employee misclassification at the American Bar Association’s Labor and Employment Law Conference in 2017 and at its Annual Meeting in 2012. Maureen also had the honor of speaking on multiple occasions for the National Employment Lawyers Association, an organization that advances employee rights and advocates for equality and justice in the American workplace. Maureen has spoken on a local level for the Chicago Bar Association and the Illinois Bar Association on topics related to wage and hour litigation and pregnancy discrimination.

Maureen received her Juris Doctor degree, summa cum laude, from DePaul University College of Law in May 2006, and she was elected into the Order of the Coif in recognition of her scholastic excellence. Maureen also earned the distinction of becoming a Quarter-Finalist in the 2006 Wagner Competition, the nation’s largest student-run appellate moot court competition and the premier competition dedicated exclusively to the areas of labor and employment law. As a law student, Maureen also worked as an intern for the Equal Employment Opportunity Commission. Maureen received her Bachelor of Science degree, magna cum laude, in Public Administration from the University of Arizona in 2002.

•

Zachary C. Flowerree, Partner

Zac Flowerree has recovered over $25 million in unpaid minimum wages and overtime compensation for thousands of workers in collective and class action lawsuits across the country For much of his career, Zac has been a forceful advocate for tipped employees in the restaurant industry. He has fought to recover unpaid wages for servers and bartenders who were paid tipcredit wages while forced to perform excessive side work and cleaning tasks, pay for walkouts, uniforms, or breakages, or give a portion of their hard-earned tips to managers or non-tipped employees.

Currently, Zac is expanding his representation of Illinois workers who are required to use their biometric identifiers – like their fingerprints or facial scans – to clock in and out of their shifts.

Zac and Werman Salas P.C. are currently prosecuting more than two dozen potential class action lawsuits against restaurants, healthcare facilities, warehouses, retail chains, and manufacturing plants for improper collection, retention, and disclosure of workers’ sensitive biometric identifiers and information.

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Case: 1:20-cv-03878 Document #: 38-3 Filed: 04/27/21 Page 16 of 18 PageID #:244 Werman Salas P.C. Firm Resume Before dedicating himself to workers’ rights in 2014, Zac represented employers at Winston & Strawn LLP, one of the most preeminent law firms in Chicago.

Zac graduated with honors from the University of Chicago Law School in 2011. While in law school, Zac won the Thomas R. Mulroy prize for appellate advocacy, published a journal article in the University of Chicago Legal Forum, and represented victims of workplace discrimination at the Mandel Legal Aid Clinic.

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Sarah J. Arendt, Partner

Sarah Arendt has represented thousands of employees in class, collective, and individual actions to recover unpaid minimum wages, overtime compensation, and other owed wages and penalties.

A federal court has called Sarah a “highly respected and experienced lawyer” in wage and hour law. She was included on the Super Lawyers’ Illinois Rising Stars List in 2019-2021.

Sarah takes on wage theft in all its forms. She has represented federal employees seeking owed overtime and night pay from the U.S. Government, inside sales representatives who were misclassified as managers by their tech firm and big-box employers, tipped workers who were not paid the minimum wage by restaurant franchises across the country, and home health and companion care workers who work 24-hour shifts in the homes of their employer’s clients. Sarah has also recovered hundreds of thousands of dollars for employees who have been discriminated against on the basis of their age, national origin, sex, sexual orientation, and military service, and who have experienced sexual harassment. She has represented clients before the Equal Employment Opportunity Commission and the Illinois Department of Human Rights.

Sarah is also an ardent advocate for workers outside the office. She is a Contributing Editor to the leading treatise on the Fair Labor Standards Act, “Kearns, The Fair Labor Standards Act” (2010).

She is a frequent speaker at National Employment Lawyers Association conferences and has spoken about state and local vacation pay legislation at the Chicago-Kent College of Law. Sarah was the recipient of LAF Chicago’s 2015 Volunteer of the Year Award for their Violence Against Women Act and U Visa Pro Bono Project. She is a former Peggy Browning fellow and the current Co-Coordinator of the Peggy Browning Alumni Association – Chicago Chapter, which encourages law students and young attorneys to pursue careers in union-side labor law. Sarah is also a member of the Women Employed Advocacy Council and Quality Jobs Council, where she helped author an amendment to the Illinois Equal Pay Act preventing employers from inquiring about a job applicant’s salary history.

Sarah received her J.D. from the University of Chicago Law School. During law school Sarah worked to overturn the convictions of wrongly-accused prisoners through The Exoneration Project clinic. She also worked as a research assistant to Professor Tom Ginsburg and Dean Thomas J. Miles. Sarah received her Bachelor of Arts degree, summa cum laude, from the University of Minnesota – Twin Cities

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Case: 1:20-cv-03878 Document #: 38-3 Filed: 04/27/21 Page 17 of 18 PageID #:245 Werman Salas P.C. Firm Resume •

Sally Abrahamson, Partner

Throughout her career, Sally has recovered over $100 million dollars for workers and has litigated and settled cutting edge cases. Sally is nationally recognized as an aggressive litigator, who can also work effectively with the other side when a deal can be made.

Notably, Sally has litigated some of the biggest cases in the country against national chain restaurants and recovered tens of millions of dollars for tipped workers. She litigates a wide-range of wage-and-hour cases on behalf of service employees, technicians, and sales employees (among others). Sally also litigates disparate impact discrimination cases, including Cote v. Walmart, which resulted in a $7.5 million class action settlement on behalf of Walmart associates who were unable to obtain health insurance coverage for their same-sex spouses from Walmart. In 2017, Sally won Public Justice’s prestigious Trial Lawyer of the Year Award as part of the litigation team in a class action against the Census Bureau. The case challenged the use of arrest and criminal history records as a screen for employment for 850,000 applicants and in 2016, the parties reached a landmark settlement that required the Census Bureau to reform its hiring practices for the 2020 decennial census.

Prior to joining Werman Salas P.C. in 2020, Sally was a partner at Outten & Golden LLP, a plaintiff-side employment firm with a national presence. Sally also previously worked as a staff attorney at the D.C. Employment Justice Center, where she won two bench trials. She clerked for the Honorable Frank Montalvo, U.S. District Judge in the Western District of Texas, El Paso Division. In addition to serving as Judge Montalvo’s law clerk, Sally drafted speeches and papers in Spanish on topics ranging from arbitration to due process in support of Judge Montalvo’s position on the Committee on International Judicial Relations.

Sally speaks frequently about issues facing LGBTQ employees and low-wage workers. She has won several awards and received national recognition for her litigation skills, including: •

Super Lawyers Super Lawyer: 2020

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Super Lawyers Rising Star: 2016-2019

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Legal 500 United States Recommended Labor and Employment Lawyer 2019-2020

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Finalist for Public Justice’s Trial Lawyer of the Year Award 2018

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Trial Lawyer of the Year Award, Public Justice, Gonzalez v. Pritzker 2017

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National LGBT Bar Association Best LGBT Lawyers Under 40 – Class of 2017

Sally received her B.A. from Oberlin College and her J.D., with honors, from American University’s Washington College of Law where she received the Dean’s Award for Professional Responsibility – Outstanding Student in the Clinical Program for her work with the Domestic Violence Clinic.

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Case: 1:20-cv-03878 Document #: 38-3 Filed: 04/27/21 Page 18 of 18 PageID #:246 Werman Salas P.C. Firm Resume •

Michael Tresnowski, Associate

Mike represents workers seeking to recover unpaid wages in individual, collective, and class action lawsuits. He represents employees throughout the nation across a wide range of industries.

Before committing his practice exclusively to workers’ rights, Mike represented both individuals and companies in complex commercial cases as an associate at Miller Shakman Levine and Feldman, a Chicago litigation boutique. Mike’s practice involved a wide range of issues including executive compensation, antitrust, and professional malpractice. Mike’s knowledge of federal courts is informed by his service as a law clerk for the Honorable James B. Zagel, United States District Judge on the Northern District of Illinois.

Mike graduated with honors from the University of Chicago Law School in 2016, where he was an Articles Editor on the University of Chicago Law Review. He represented victims of racial discrimination in class action proceedings as a participant in the law school’s Employment Law Clinic.

Prior to law school, Mike was a public school teacher in Washington D.C. He remains a supporter of public education as an elected member of the Local School Council at the Chicago Public School in his neighborhood. He graduated in 2010 from the University of Notre Dame with degree in philosophy.

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