Document503?1 Fi|edO9/21/13 Page2 of 61SETTLEMENT AGREEMENTTHIS SETTLEMENT AGREEMENT (the ?Settlement Agreement? or ?Settlement?) ismade and entered into on September 20, 2013, by and "between Pixar and Lucas?lm, Ltd.(together, ?Settling Defendants?) on the one hand and Siddharth Hariharan, Mark Fichtner,Brandon Marshall, Daniel Stover, and Michael Devine (the ?Named Plaintiffs?) individually and theClass of individuals they seek to represent (the ?Settlement Class? or ?Class,? defined below), onthe other hand. Settling Defendants and the Named Plaintiffs are collectively referred to hereinafteras the ?Settling Parties.?WHEREAS, Plaintiffs are ?ve named plaintiffs and a putati-ve class of certain present andformer employees in the action captioned In re High-Tech Employee Antitrust Litigation, 02509 LHK (the ?Action?) pending against Adobe Systems, Inc., Apple Inc., Google Inc., IntelCorp., Intuit Inc., Lucasfilm, Ltd. (?Lucas?lm?), and Pixar (collectively, the ?Defendants?) in theUnited States District Court for the Northern District of California (the ?Court?);WHEREAS, on September 2, 2011, the Named Plaintiffs ?led a Consolidated Amended,Complaint that alleges, among other things, that Defendants entered into agreements with eachother and with unnamed co-conspirators not to recruit or hire each other?s employees in violation offederal and state antitrust and unfair competition laws;WHEREAS, the Consolidated -Amended Complaint further alleges, among other things,that, as a result of the agreements, Defendants undercompensated Plaintiffs and deprived them ofcareer opportunities;WHEREAS, the Consolidated Amended Complaint asserts claims under federal and stateantitrust and unfair competition laws and seeks recovery of, among other things, unpaidcompensation, interest, treble damages, costs and attorneys? fees;WHEREAS, Settling Defendants denied and continue to deny the allegations made byPlaintiffs in the Consolidated Amended Complaint and during the litigation, that they engaged inany wrongdoing of any kind, or that they violated or breached any law, regulation or duty owed tothe Plaintiffs, and further deny that they are liable or owe any form of compensation or damages toanyone with respect to the alleged facts or causes of action asserted in the litigation;DC: 1Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.1l32660J Document503?1 Fi|edO9/21/13 Page3 of 61WHEREAS, Settling Defendants are entering the Settlement on the terms set forth in thisAgreement solely to avoid the risks, burdens, distractions, expense, uncertainties and diversion ofresources from continued litigation;WHEREAS, the Settling Parties have engaged in over two years of costly and hard-foughtlitigation, conducted broad, extensive, and thorough discovery related to both class certification andthe merits after the Court lifted a discovery stay in January 2012, and disputed and contested themajor factual and legal contentions of the instant action including through extensive motionpractice;WHEREAS, based on their analysis of the merits of the claims and the impact of theSettlement on the Named Plaintiffs and the Class and an evaluation of a number of factors includingthe substantial risks of continued litigation and the possibility that the litigation if not settled nowmight not result in any recovery whatsoever for the Class or might result in a recovery that is lessfavorable to the Class, Class Counsel believe that it is in the interest of all members of theSettlement Class to resolve ?nally and completely the potential claims of the Class Membersagainst Settling Defendants and that the terms of the Settlement Agreement are in the best interestsof the Class and are fair, reasonable, and adequate;WHEREAS, the Settling Parties have engaged in substantial arrn?s-length negotiations in aneffort to resolve all claims that have been, or could have been, asserted in the Action, includingthrough mediation with David A. Rotman of the firm of Gregorio, Haldeman Rotman, andnumerous additional conferences where the terms of the agreement detailed herein were extensivelydebated and negotiated,NOW, THEREFORE, in consideration of the promises, agreements, covenants,representations, and warranties set forth herein, and other good and valuable consideration providedfor herein, the Parties agree to a full, ?nal and complete settlement of the Action on the followingterms and conditions:I. GENERAL TERMS OF THE SETTLEMENT AGREEMENTA. DefinitionsIn addition to terms identified and de?ned elsewhere in this Settlement Agreement, and asused herein, the terms below shall have the following meanings:1. ?Action? means the lawsuit ?led in the Northern District of California, andcaptioned, In re High-Tech Employee Antitrust Litigation, ll-CV-02509 LHK.2Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.1132660.! - Document503?1 Fi|edO9/21/13 Page4 of 612. ?Attorneys? Fees and Expenses? means the settlement amounts approved by theCourt for payment to Class Counsel, including attorneys? fees, costs, and litigation expenses, plusaccrued interest as described in Section VII.A herein.3. Notice? refers to the notice requirements imposed by 28 U.S.C. 1715(b).4. ?Claims Administrator? means the entity which has been designated to providenotice to the Class and administer the Settlement Fund pursuant to Section II.A below and orders ofthe Court.5. ?Claim Form? means the form for a Class Member to submit a claim for an awardfrom the Settlement Fund attached as Exhibit A. The Claim Form must be submitted, eithermanually or by electronic means, by any eligible Class Member to the Claims Administrator as partof the claims process. 6. ?Claimant? means a Class Member who has submitted a timely and "proper ClaimForm.7. ?Class Counsel? means the law ?rms of Lieff Cabraser Heimann Bernstein, LLP,the Joseph Saveri Law Firm, Inc., Berger Montague, P.C., and Grant Eisenhofer, P.A.8. ?Class Member? means any person who meets the criteria set forth in the definitionof ?Settlement Class? below.9; ?Co-Lead Class Counsel? means the law ?rms Lieff Cabraser Heimarm Bernstein,LLP and the Joseph Saveri Law Firm, Inc., which have been appointed as such by the Court?s OrderGranting In Part and Denying in Part Motion for Class Certi?cation, entered April 5, 2013 (Dkt.383).10. ?Consolidated Amended Complaint? means the Consolidated Amended Complaint?led in the Action on September 13, 2011.11. ?Court? means the United States District Court for the Northern District ofCalifornia.12. ?Defendants? mean Adobe Systems Inc., Apple Inc., Google Inc., Intel Corp., IntuitInc., Lucas?lm, Ltd., and Pixar.13. ?Effective Date? is the effective date of the Settlement, as de?ned in Section II.F,in?a.14. ?Escrow Agent? means Citibank, N.A., which, assuming it agrees to do so, shallenter an agreement to carry out the tasks more fully detailed in the Escrow Agreement, including to3Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.11326601 Document503?1 Fi|edO9/21/13 Page5 of 61receive, hold, invest, and disburse the Settlement Fund, subject to the direction of the ClaimsAdministrator. The -Parties may replace Citibank, N.A. with another mutually agreeable financialinstitution.15. ?Final Approval? means ?the date on which the Court grants ?nal approval of theSettlement pursuant to Federal Rule of Civil Procedure 23(e).16. ?Final Approval Hearing? or ?Fairness Hearing? means the hearing at which theCourt will consider Plaintiffs? Motion for Judgment and Final Approval.17. ?Named Plaintiffs? means Siddharth Hariharan, Mark Fichtner, Brandon Marshall,Daniel Stover, and Michael Devine.18. ?Notice? means the Notice of Class Action attached as Exhibit B, proposedSettlement Agreement, and Settlement Hearing, which is to be mailed, and to the extent practicableemailed, directly to Class Members.19. ?Plaintiffs? means the Named Plaintiffs and the Settlement Class, collectively.20. ?Plan of Allocation? means the formula by which the Settlement Fund will bedistributed to Class Members, as well as the timing and other aspects of the distribution, attached asExhibit C.21. ?Preliminary Approval? means the proposed Order of the Court, attached as ExhibitD, conditionally certifying the Settlement Class and preliminarily approving the Settlement, theform of Notice, the Claim Form, the Plan of Allocation, and other related matters.22. ?Released Claims? means those claims specified in Section V.A infra.23. ?Released Parties? means Pixar, Lucas?lm, Ltd., their of?cers, directors, affiliatesand employees (other than current or former Pixar or Lucas?lm employees who are members of theSettlement Class), and related entities as specified in Section V.A in?a.24. ?Settlement,? ?Agreement,? and ?Settlement Agreement? each mean the instantsettlement terms agreed to by the Settling Parties as re?ected in this Settlement Agreement.25. ?Settlement Class? or ?Class? means all natural persons who work in the technical,creative, and/or research and development ?elds that were employed on a salaried basis in theUnited ?States by one or more of the following: Apple from March 2005 through December2009; Adobe from May 2005 through December 2009; Google from March 2005 throughDecember 2009; Intel from March 2005 through December 2009; Intuit from June 2007through December 2009; Lucas?lm from January 2005 through December 2009; or Pixar4Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.11326601 Document503?1 Fi|edO9/21/13 Page6 of 61from January 2005 through December 2009 (the ?Class Period?). Excluded from the Class are:retail employees; corporate of?cers, members of the boards of directors, and senior executives of allDefendants. The exact titles included in the Class (?Class Positions?) are identi?ed in Exhibit tothis Agreement and will be supplemented by the Claims Administrator if additional Lucas?lm jobtitles consistent with this de?nition are identi?ed.25. ?Settlement Fund? means nine million including all "interest earnedthereon, that Settling Defendants pay to settle as described in Section to be held, invested,administered, and disbursed pursuant to this Settlement Agreement.26. ?Settling Defendants? means Pixar and Lucas?lm, Ltd.27. ?Settling Defendants? Counsel? means the law ?rm of Covington Burling LLP.B. Best Efforts to Effectuate the SettlementPlaintiffs and Settling ?Defendants agree to cooperate and work together in order toeffectuate the Settlement, after it has received Final Approval, as set forth in Section SettlingDefendants shall have no obligation to support any motion for Preliminary or Final Approval of theSettlement or request to certify a Settlement Class or litigation class.II. COURT APPROVAL OF SETTLEMENT AND CLASS NOTICEA. Retention of Claims AdministratorPlaintiffs shall retain a Claims Administrator, which shall be responsible for the claimsadministration process, distribution to Class Members, withholding_ and paying applicable taxes,and other duties as provided herein. The Claims Administrator shall sign and be bound by theProtective Order entered in the Action and be required to agree in writing in a form approved bySettling Defendants, such approval not to be unreasonably withheld, to treat information it receivesor generates as part of the claims administration process as con?dential and to use such informationsolely for the purposes of notice and claims administration, and functions necessarily associatedtherewith or by this Agreement. The fees and expenses of the Claims Administrator shall be paidexclusively out of the Settlement Fund, except as described in Section VII.B herein. Aside from thenotice costs advanced as provided under Section VII.B, in no event shall the Settling Defendants beseparately responsible for fees or expenses of the Claims Administrator.Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.11326601 Document503?1 Fi|edO9/21/13 Page? of 61B. Preliminary Approval and Notice of Settlement1. The Named Plaintiffs, by and through Co-Lead Class Counsel, shall ?le with theCourt, after the execution of this Settlement Agreement, a motion for PreliminaryApproval of the Settlement Agreement. and Exhibits thereto, which will include a ProposedPreliminary Approval Order, a proposed Notice of Proposed Settlement of Class Action Lawsuitand Fairness hearing (?Notice?), a Claim Form, and a Plan of Allocation. Settling Defendants willthen provide timely notice of such submission pursuant to the Class Action Fairness Act. Plaintiffswill seek conditional -certi?cation of the Settlement Class under Rule 23(b)(3) of the Federal Rulesof Civil Procedure.2. In the event that the Court preliminarily approves the Settlement Agreement, Co-Lead Class Counsel shall, in accordance with Rule 23(c)(2) of the Federal Rules of Civil Procedure,direct the Claims Administrator approved by the Court to provide the Class with Notice as orderedby the Court.3. If the Court denies the motion for preliminary approval the case will proceed as if nosettlement has been attempted, and the Settling Parties shall be returned to their respectiveprocedural postures, status quo as of July 12, 2013, so that the Settling Parties may take suchlitigation steps (including without limitation opposing class certi?cation, providing expert reports,deposing experts, and ?ling motions) that Plaintiffs or the Settling Defendants otherwise wouldhave been able to take absent the pendency of this Settlement. The Settling Defendants expresslyretain the right to contest whether this case should be maintained as a class action and/or collectiveaction and to contest the merits of the claims being asserted by Plaintiffs in this Action. In the eventthe Settlement does not obtain preliminary approval, the Parties will negotiate and submit for Courtapproval a case schedule which shall, among other things, propose dates for completion of classcerti?cation and merits discovery and the ?ling of motions (and oppositions thereto), includingwithout limitation Plaintiffs? pending motion for class certi?cation under Fed. R. Civ. P. 23.4. Within twenty (20) days after the date of the Preliminary Approval order, SettlingDefendants shall provide to the Claims Administrator in an electronic database format, from theinformation currently in their human resources databases, for the period of January 1, 2005, throughDecember 31, 2009, the full legal name, social security number, all known email addresses, lastknown physical address, dates of employment in the Settling Defendant?s job titles identi?ed inExhibit C, and associated base salary by date and job title of each Settlement Class Member6Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.1132660.] Document503?1 Fi|edO9/21/13 Page8 of 61employed or previously employed by the Settling Defendants. Where Lucasfilm lacks informationin its human resources databases about an employee?s job title during the relevant period, it shallprovide in an electronic database format the full legal name, social security number, all knownemail addresses, last known physical address, all known dates of employment, and all known basesalaries by date of each potential Settlement Class Member employed or previously employed byLucas?lm. The Claims Administrator shall utilize Class Members? information provided by theSettling Defendants solely for purposes of effectuating Notice and administering the SettlementFund, including withholding taxes, and shall keep the information con?dential, including fromClass Counsel.5. The Claims Administrator shall provide Notice pursuant to the timing and terms ofthis Settlement Agreement and exhibits hereto. The Settling Parties intend that the ClaimsAdministrator provide actual notice to each Class Member, to the extent practicable and that emailnotice be used where practicable. Notice shall be sent to all Settlement Class Members andpotential Settlement Class Members identified using the data provided by Settling Defendants andother defendants at approximately the same time, and shall not be sent to current or formeremployees of Settling Defendants sooner than to the employees of non?settling defendants. TheClaims Administrator shall ensure that Notice is mailed and posted on the Internet within 14 days ofreceipt from all Defendants? of information.C. ObjectionsObjections to the Settlement, if any, must be submitted in writing, and must include adetailed description of the basis of the objection. Objections must be ?led with the Court, withcopies served on Co-Lead Class Counsel and Settling Defendants? Counsel, postmarked on orbefore forty-?ve (45) days after the Notice was initially mailed to Class Members. No one mayappear at the Final Approval Hearing for the purpose of objecting to the Settlement Agreementwithout ?rst having ?led and served his or her obj ection(s) in writing postmarked on or beforeforty-?ve (45) days after the Notice was mailed to Class Members.. D. Class Member Opt?OutAny Class Member may request exclusion from the Settlement Class by ?opting out.? ClassMembers who wish to opt out of the Settlement Class must timely submit to the ClaimsAdministrator a request for exclusion. To be effective, such requests for exclusion must state: theSettlement Class Member?s full legal name and address; the dates of his or her employment with7Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.11326601 Document503?1 Fi|edO9/21/13 Page9 of 61any of the Defendants; and a recitation of the following statement: want to be excluded from theHigh-Tech Employee Antitrust Litigation class action settlement with Pixar and Lucas?lm, Ltd. Iunderstand that this means I will not be able to get any money or bene?ts from the settlement withPixar and Lucasfilm, Ltd. in this case.? All requests for exclusion must be signed and dated by the Settlement Class Member or his or her legal representative, and be (1) mailed to the ClaimsAdministrator via First Class United States Mail and postmarked by a date certain to be speci?ed onthe Notice, which will be 45 calendar days after the Claims Administrator makes the initial mailingof the Notice or (2) received by the Claims Administrator by that date, provided, however, that if aClass Member mails the Opt-Out Statement pursuant to option it will be effective only ifreceived by the Claims Administrator on or before 10 calendar days after the end of the Opt-OutPeriod. The end of the ?Opt-Out Period? shall be 45 calendar days after the Claims Administratormakes the initial mailing. The Claims Administrator shall provide to all counsel for the SettlingParties all opt-out statements that are timely received and shall prepare a summary of the opt?outs tobe ?led with the Court. Individuals who opt out are not entitled to any monetary award under thisSettlement Agreement.E. Final Approval1. The1Final Approval Hearing shall be at least 95 days from the date of the motion forpreliminary approval to allow Settling Defendants to complete their obligations under the ClassAction Fairness Act.2. Prior to the Final Approval Hearing, on the date set by the Court, the Plaintiffs,through Co-Lead Class Counsel, shall submit a motion for ?nal approval of the Settlement by theCourt, and shall seek entry of an order and ?nal judgment between the Settling Parties andSettlement Class Members who are not properly excluded as provided herein:a. ?nding the Settlement Agreement and its terms to be fair, reasonable andadequate within the meaning of Rule 23(e) of the Federal Rules of Civil Procedure and directing itsconsummation pursuant to its terms;b. ?nding that the Notice given constitutes due, adequate and suf?cient notice,and meets the requirements of due process and any applicable laws;c. providing for service payments from the Settlement Fund (as de?ned inSection VI herein) to the Named Plaintiffs in addition to whatever monies each will receive fromthe Settlement Fund pursuant to the Court-approved Plan of Allocation;8Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.11326601 Document503-1 Fi|ed09/21/13 Pagelo of 61d. providing for payment of Attorneys? Fees and Expenses from the SettlementFund (as provided in Section VII.A herein);e. setting forth the method for allocating the Settlement Fund (set forth in thePlan of Allocation attached as Exhibit f. directing that the Action be dismissed with prejudice as against the SettlingDefendants and, except as provided for herein, without costs to the Settling Parties";g. approving the release of claims speci?ed herein as binding and effective as tothe Named Plaintiffs and all Settlement Class Members (who are not otherwise properly excludedas provided herein) permanently barring and enjoining the Named Plaintiffs and Settlement ClassMembers (who are not otherwise properly excluded as provided herein) from asserting anyReleased Claims (as defined in Section V.A herein);h. reserving exclusive and continuing jurisdiction over the SettlementAgreement, including the Settlement Fund (as de?ned in Section herein) and theadministration, consummation and interpretation of this Settlement Agreement; andi. directing that order and ?nal judgment of dismissal be entered as between theSettling Parties in the Action.3. If so required by the Court in connection with Final Approval of the Settlement, theSettling Parties agree to accept non?material and procedural changes to this Settlement Agreement.However, they are not obligated to accept any changes in the monetary amount of relief or any othersubstantive change to their respective obligations, except that, as set forth in Section rejection of the Plan of Allocation shall not be a basis to terminate this Settlement and the SettlingParties agree to accept any changes to the Plan of Allocation required by the Court.4. The Claims Administrator?s affidavit of compliance with Notice requirements mustbe filed 30 days prior to the Final Approval Hearing.F. Effective Date of the SettlementThe Settlement shall become ?nal and effective upon the occurrence of all of the following(?Effective Date?):1. Settling Defendants have not availed themselves of any right to terminate theSettlement Agreement pursuant to Section herein;2. The Settlement receives ?nal approval by the Court as required by Rule 23(e) of theFederal Rules of Civil Procedure;9Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.Il32660.1 Document503-1 Fi|ed09/21/13 Pagell of 613. As provided for in Section ll.E herein, entry is made of the order and ?nal judgment,with prejudice, with respect to the Released Claims against the Settling Defendants and ReleasedParties; and4. Completion of any appeal(s) from the Court?s order ?nally approving the Settlementunder Rule 23(e) of the Federal Rules of Civil Procedure 23(e), (including any such approval onremand from a decision of an appeals court), or at the time for any such appeals to have lapsed,provided, however, a modi?cation or reversal on appeal of any amount of the fees and expensesawarded by the Court from the Settlement Fund, the amount of any service awards to the Plaintiffsor the Plan of Allocation shall not by itself prevent this Settlement from becoming ?nal andeffective if all other aspects of the ?nal judgment have been af?rmed. An appeal from approval ofthis Settlement and ?nal judgment is deemed no longer subject to further appeal or review bycertiorari the later of the day that is 90 days after resolution by the appellate court of last resort towhich such appeal has been taken, or 90 days after the entry of the order denying discretionaryreview.CONSIDERATION FOR SETTLEMENTA. Monetary Settlement Fund1. Subject to the provisions hereof, and in full, complete, and ?nal settlement andrelease of all Released Claims against the Settling Defendants and the Released Parti-es in theAction, any claim for Attorneys? Fees and Expenses, administrative costs, and any and all amountsto be paid to Class Members, within ten (10) days of the Final Approval Date, Settling Defendantsshall deposit or cause to be deposited by wire transfer to the Escrow Agent Nine Million Dollarsreduced by the amount of any funds paid by Settling Defendants for costs of Noticeand Administration payable in lawful money of the United States (?the Settlement Fund?). Underno circumstances shall the Settling Defendants or any Released Party be required to pay more thanNine Million Dollars payable in 1aw_ful money of the United States for any reasonunder the Agreement. No portion of the Settlement Fund will revert to the Settling Defendantsunless the Settlement is terminated pursuant to Section or is not ?nally approved or does notbecome effective for any reason. I2. Within one (1) business day of the Effective Date, Settling Defendants will depositthe Settlement Fund, including accrued interest paid by the Escrow Agent, and reduced by theamount of any funds paid by Settling Defendants for costs of Notice and Administration, into an10Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.11326601 Document503-1 Fi|ed09/21/13 Page12 of 61interest-bearing account (?the Account?) created by order of the Court intended to constitute a?quali?ed settlement fund? within the meaning of Section l.468B-1 of the TreasuryRegulations (?Treasury Regulations?) promulgated under the U.S. Internal Revenue Code of 1986,as amended Settling Defendants shall be the ?transferor? to the QSF within the meaningof Section of the Treasury Regulations with respect to the Settlement Fund or anyother amount transferred to the QSF pursuant to this Settlement Agreement. The ClaimsAdministrator shall be the ?administrator? of the QSF within the meaning of Section of the Treasury Regulations, responsible for causing the ?ling of all tax returns required to be ?ledby or with respect to the QSF, paying from the QSF any taxes owed by or with respect to the QSF,and complying with any applicable information reporting or tax withholding requirements imposedby Section of the Treasury Regulations or any other applicable law on or withrespect to the QSF. Settling Defendants and the Claims Administrator shall reasonably cooperate inproviding any statements or making any elections or ?lings necessary or required by applicable lawfor satisfying the requirements for quali?cation as a QSF, including any relation-back electionwithin the meaning of Section of the Treasury Regulations.3. The Settling Parties, their counsel, and any Released Party shall have no liability,obligation or responsibility with respect to the investment, disbursement, or other administration oroversight of the Settlement Fund or QSF and shall have no liability, obligation or responsibilitywith respect to any liability, obligation or responsibility of the Claims Administrator, SettlementFund, or QSF.. 4. The Settlement Fund shall constitute a special award to the Class and to any ClassMembers receiving a payment and no portion shall be considered as a payment of overtime, salary,wages, and/or compensation under the terms of any company bene?ts plan or for any purpose,except for tax purposes to the extent contemplated by Section IV.C. Any taxes due as a result ofincome earned or payments made by the Settlement Fund will be imposed upon and paid from theSettlement Fund. Interest earned by the Settlement Fund (less any tax imposed upon such interest)shall be for the benefit of the Class, less reasonable Attorneys? Fees and Expenses approved by theCourt (and any interest awarded thereon), any Court-approved service award to the NamedPlaintiffs, and payment of any and all administrative or other approved expenses associated with theAction or Settlement. The Settling Parties, their counsel, and any Released Party shall have no11Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.11326601 Document503-1 Fi|ed09/21/13 Page13 of 61liability, obligation or responsibility for any such taxes, Attorneys? Fees and Expenses, serviceawards, or for any reporting requirements relating thereto.5. Settling Defendants? transfer of the Settlement Fund into the Account shall constitutefull and complete satisfaction of its obligations under this Section and any and all Released Claims.Following Settling Defendants? transfer of the Settlement Fund, neither Settling Defendants nor anyReleased Party shall have any liabilities, obligations or responsibilities with respect to the payment,disbursement, disposition or distribution of the Settlement Fund. The Named Plaintiffs andSettlement Class Members shall look solely to the Settlement Fund for settlement and satisfactionagainst Settling Defendants and any Released Party of all claims that are released herein and allAttorneys? Fees and Expenses, any service awards to Named Plaintiffs, and all administrative orother costs and expenses arising out of or related to the Action or the Settlement. The NamedPlaintiffs and Settlement Class Members shall not under any circumstances be entitled to anyfurther payment from Settling Defendants or any Released Party with respect to any claims releasedherein, the Action or the Settlement. In the event that the Settlement Agreement becomes ?nal andeffective, payment of the Settlement Fund will fully satisfy any and all Released Claims. Except asprovided by order of the Court, no Named Plaintiff or Settlement Class Member shall have anyinterest in the Settlement Fund or any ?portion thereof.6. Notwithstanding any effort, or failure, of the Claims Administrator or the Parties totreat the Account as a QSF, any tax liability, together with any interest or penalties imposedthereon, incurred by Settling Defendants or any Released Party resulting from income earned orpayments made by the Account (or the receipt of any payment under this paragraph) shall bereimbursed from the Account in the amount of such tax liability, interest or penalties uponand in no event later than ?ve (5) days after Settling Defendants? or any Released Party?s writtenrequest to the Claims Administrator.B. CooperationAs additional consideration for the Settlement Agreement, Settling Defendants agree to theon-going voluntary cooperation of Pixar and Lucas?lm, Ltd. and, to the best of Settling Defendants?ability, their employees and managers in the litigation with Plaintiffs against the non-settlingDefendants, limited to the following: authenticating documents; and providing last knowncontact information for current or former employees for notice or subpoena purposes to the extentconsistent with California law. In addition, the Settling Parties all con?rm, and agree to so12Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.11326601 Document503-1 Fi|ed09/21/13 Page14 of 61represent to the Court, that their settlement negotiations were at arrn?s length, that there was nodiscussion of Class Counsel?s attorneys? fees prior to negotiating the Class "relief, and that there areno commitments between the Settling Parties beyond what is in this Settlement Agreement."IV. CLAIMS PROCESSA. Claims Filing Procedures.Named Plaintiffs and Class Members who do not opt out shall be entitled to submit ClaimForms to the Claims Administrator in accordance with procedures set forth on, or substantiallyequivalent to those, on the Claim Form. To be eligible for an award from the Settlement Fund,Named Plaintiffs and Settlement Class Members must submit a Claim Form, electronically ormanually, submitted online or postmarked by the date established by the Court, but in no event laterthan 120 days from the issuance of Notice. The Claim Form must be signed, whether electronicallyor manually, by the current or former employee who seeks to participate in the settlement orsomeone with a legal right to act on his or her behalf.B. Distribution of Settlement Fund.1. . A Settlement Class Member who does not opt out pursuant to Section II.D will bedeemed eligible for a payment hereunder if and only if he or she timely executes and submitselectronically or manually in hard copy the Claim Form (in accordance with the instructions). Inthe event that a Settlement Class Member fails to timely submit the requisite Claim Form (inaccordance with the instructions), and thereafter fails to cure in a reasonably timely manner anydefects in the Claim Form, the Settlement Class Member shall forfeit any right to distribution fromthe Settlement Fund.2. Regardless of whether a Settlement Class Member timely executes or submits theClaim Form, any Settlement Class Member who does not opt out pursuant to Section II.D is subjectto and bound by the releases set forth in Section V.3. Payments to Named Plaintiffs and Settlement Class Members shall not be consideredas a payment of overtime, salary, wages and/or compensation under the terms of any companybene?t plan or for any purpose except for tax purposes as provided under Section IV.C.2. Thereceipt of settlement payments shall not affect the amount of any contribution to or level of benefitsunder any company benefit plan.4. Within a reasonable time period after the deadline speci?ed for receipt of the ClaimForms, the Claims Administrator shall render a determination as to the monetary award that should13Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.ll32660l Document503-1 Fi|ed09/21/13 Page15 of 61be paid to each Claimant from the Settlement Fund based on the methodology set forth in the Planof Allocation.5. The Claims Administrator?s determination shall be ?nal and not subject to reviewby, or appeal to, any court, mediator, arbitrator or other judicial body, including without limitationthis Court; As will be re?ected in the Final Approval Order, Class Counsel and Settling Defendantsshall have no responsibility, and may not be held liable, for any determination reached by theClaims Administrator.6. The total amount of such awards shall not exceed the net amount of the SettlementFund after all costs, expenses, service awards, Attorney?s Fees and Expenses, and taxes.7. In the event monies remain as residue in the Settlement Fund following alldistribution efforts approved by the Court and payment of any taxes, Plaintiffs shall move the Courtfor an order disposing of all such funds, including additional possible distributions to eligibleClaimants and/or cy pres distribution as approved by the Court.C. Settlement Fund Distribution Procedures.1. AllocationThe Settling Parties agree that 15% of payments to Named Plaintiffs and Settlement ClassMembers are attributable to wages, 15% of such payments are attributable to lost mobility andcareer opportunities, and 70% of such payments are attributable to statutory multiplier damages andinterest. The parties agree that no portion of the Settlement Fund is attributable to governmentpenalties or fines.2. Pay ment of Federal, State and Local Taxes.a. Payments to eligible Named Plaintiffs and Settlement Class Membersfrom the Account will be subject to applicable tax withholding and reporting requirements and shallbe made net of all applicable employment taxes, including, without limitation, federal, state andlocal income tax withholding and applicable FICA taxes.b. The Claims Administrator, as administrator of the QSF, and on behalfof the QSF, is expected to and shall carry out all the duties and obligations of the QSF inaccordance with the Code and Treasury? Regulations and all other applicable law, including inrespect of all withholding and employment taxes and all information reporting requirements withrespect thereto.14Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.1l32660J - Document503-1 Fi|ed09/21/13 Page16 of 61c. The Claims Administrator, as administrator of the QSF, shall reportthat portion of the Settlement Fund payable as wages by the QSF to each eligible Claimant and tothe United States Internal Revenue Service and to other appropriate taxing authorities (eachof the IRS and any such other taxing authority, a ?Taxing Authority,? and collectively, ?TaxingAuthorities?) on an IRS Form W-2, or any other applicable form. Such amounts shall be subject toapplicable employment taxes and withholding taxes, as determined by the Claims Administrator asadministrator of the QSF making such payments.d. The Claims Administrator shall pay from the QSF the employer?sshare of U.S. federal employment taxes imposed under Sections 3111 and 3301 of the Codeincluding without limitation the employer?s share of FICA, FUTA, Medicare and any state and localtaxes, including without limitation SUTA, required to be paid by an employer on amounts treated aswages (all such U.S. federal, state and local taxes, collectively the ?Employer Payroll Taxes?).Neither Named Plaintiffs, their counsel, Settlement Class Members nor the Claims Administratorshall seek payment for Employer Payroll Taxes from Settling Defendants or any Released Party.e. The Claims Administrator, as administrator of the QSF, shall reportthat portion of the Settlement Fund payable by the QSF to each eligible Claimant as statutorymultiplier damages and interest to the Claimant and all applicable Taxing Authorities, to the extentrequired by law, under the C1aimant?s name and U.S. federal taxpayer identi?cation number on IRSForms 1099, orother applicable form, and such payments shall be made without deduction for taxesand withholdings, except as required by law, as determined by the Claims Administrator, asadministrator of the QSF making such payments.A f. The Claims Administrator shall be responsible to satisfy from theSettlement Fund any and all federal, state and local employment and withholding taxes, including,without limitation, federal, state and local income tax withholding, and any U.S. federal taxes Iwithout limitation including FICA, FUTA, and Medicare, and any state employment taxes,including without limitation SUTA. The Claims Administrator shall satisfy all federal, state, local,and other reporting requirements (including without limitation any applicable reporting with respectto attorneys? fees and other costs subject to reporting), and any and all taxes, together with interestand penaltie.s imposed thereon, and other obligations with respect to the payments or distributionsfrom the Settlement Fund not otherwise addressed herein.l5Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.11326601 Document503-1 Fi|ed09/21/13 Page17 of 61g. The Claims Administrator shall be responsible for procuring anyrequired tax forms from the Claimants prior to making any such payments or distributions.h. The Parties recognize that approximately 97% of Class Members didnot work for either Pixar or Lucas?lm, Ltd.i. Named Plaintiffs, individually and on behalf of the Class, and ClassCounsel and each of them acknowledge and agree that neither the Settling Defendants nor anyReleased Party has provided any advice as to taxes including the taxability of the payments receivedpursuant to this Agreement. The Settling Defendants acknowledge and agrees that neither NamedPlaintiffs nor Class Counsel has provided any advice as to the taxability of the payments receivedpursuant to this Agreement.V. RELEASESA. Release And Covenant Not To Sue1. Upon the Effective Date, each Named Plaintiff and Settlement Class Member(who is not otherwise properly excluded as provided herein) (the ?Releasors?) shall release, foreverdischarge and. covenant not to sue the Settling Defendants together with their parent company TheWalt Disney Company and their other past and present parents, subsidiaries, divisions, af?liates,stockholders, of?cers, directors, insurers, employees (other than employees who are members of theClass), agents, attorneys, and any of their legal representatives (and the predecessors, heirs,executors, administrators, successors, purchasers, and assigns of each of the foregoing) from allclaims (the ?Released Claims?) whether federal or state, known or unknown, asserted or unasserted,regardless of legal theory, arising from or related to the facts, activities or circumstances alleged inthe Consolidated Amended Complaint (Dkt. 65) or any other purported restriction on competitionfor employment of Named Plaintiffs or Class Members, up to the Date of the Settlement (the?Released Claims?), whether or not alleged in the Consolidated Amended Complaint (Dkt. 65). Forthe avoidance of doubt, this Agreement. shall not be construed to release any local, state or federalclaim arising out of allegations of any product defect, discrimination, or personal or bodily injury,and shall not be construed to release any local, state or federal claim arising out of allegations ofunlawful overtime or violations of ERISA or similar statute that are unrelated to the facts, activities,or circumstances alleged in the Consolidated Amended Complaint or to the payments ordistributions made pursuant to this Settlement.16 Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.l132660J Document503-1 Fi|ed09/21/13 Page18 of 612. Each Releasor expressly agrees that, upon the Effective Date, it waives andforever releases with respect to the Released Claims any and all provisions, rights and bene?tsconferred by ?either 1542 of the California Civil Code, which reads:Section 1542. General release; extent. A general release does not extend to claims whichthe creditor does not know or suspect to exist in his favor at the time of executing therelease, which if known by him must have materially affected his settlement with thedebtor[].or any law of any state or territory of the United States, or principle of common law, which issimilar, comparable or equivalent to 1542 of the California Civil Code.3. Named Plaintiffs, Class Counsel, Settling Defendants, and SettlingDefendants? Counsel shall not solicit or encourage any Class Member to exclude themselves fromthis Settlement.B. Settlement FundNothing in this Settlement Agreement is intended to limit, reduce or affect whatever rightsNamed Plaintiffs or Class Members, or any of them, may have to seek damages or other relief in theAction or elsewhere from any person or entity other than Settling Defendants and any ReleasedParty, to the fullest extent allowed by law. This Agreement does not settle or compromise any claimby the Named Plaintiffs or Class Members asserted in the Action against any Defendant other thanthe Settling Defendants and any Released Party.VI. PLAINTIFF SERVICE AWARDSAt the Fairness Hearing, Co"-Lead Class Counsel will seek Court approval for service awardsof $10,000 to each of the Named Plaintiffs for their active participation in the Action. The proposedservice awards will be in addition to any monetary award to the Named Plaintiffs under the Plan ofAllocation, and are subject to Court approval. Such service awards shall be paid by the ClaimsAdministrator solely out of the Settlement Fund. Settling Defendants will take no position on theapplication for such service awards.These service payments shall constitute a special award to Plaintiffs receiving suchpayments and shall not be considered as a payment of overtime, salary, wages and/or compensationto any Class Member under the terms of any company benefit plan or for any other purpose exceptto the extent required for tax purposes. The receipt of service payments shall not affect the amountof any contribution to or level of bene?ts under any company bene?t pl-an.17Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.1132660.! Document503-1 Fi|ed09/21/13 Page19 of 61VII. FEES AND EXPENSES AND ADMINISTRATIVE EXPENSESA. Attorneys? Fees and Expenses1. At the Fairness Hearing, Co-Lead Class Counsel may apply to the Court for anaward of Attorneys? Fees and Expenses incurred on behalf of the Plaintiffs and the Class. AllAttorneys? Fees and Expenses and any interest due any counsel shall be payable solely out of theSettlement Fund in such amounts as the Court orders. Co-Lead Plaintiffs? Counsel reserve the rightto "make additional applications for fees, expenses and costs from the Settlement Fund incurred insubsequent case proceedings, if any. Neither Settling Defendants nor any Released Party has anyliability or responsibility for fees, costs, or expenses, including without limitation attorneys? fees,costs, expenses, expert fees and costs or administrative fees or costs.2. Upon the Effective Date, Co-Lead Counsel and Named Plaintiffs, individually andon behalf of the Class and each individual Class Member, hereby irrevocably and unconditionallyrelease, acquit, and forever discharge any claim that they may have against Settling Defendants orany Released Party for Attorneys? Fees and Expenses or costs associated with this Action or Class ICounsel?s representation of Named Plaintiffs and/or the Class.A3. The Settling Defendants and Settling Defendants? Counsel will take no position onany applications for Attorneys? Fees and Expenses by Class Counsel as provided herein.4. All Attorneys? Fees and Expenses and any interest due any counsel for the Plaintiffsor Settlement Class Members shall be payable solely out of the Settlement Fund and may only bededucted from the Settlement Fund after the Effective Date as ordered by the Court. Co-Lead ClassCounsel may, within one (1) day after the Effective Date and after Final Approval of ClassCounsel?s application for Attorneys? Fees and Expenses with all appeals of the award having beenresolved or the time for such appeals having lapsed, withdraw from the Settlement Fund andallocate amongst Class Counsel any Attorneys? Fees and Expenses so awarded to them by theCoun.B. Costs of Notice and Administration1. Aside from the costs advanced as provided under this Section, in no event shall theSettling Defendants be responsible for fees or expenses of the Claims Administrator. Notice andadministration costs advanced under this Section shall reduce the amounts paid to the SettlementFund.18Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.11326601 Document503-1 Fi|ed09/21/13 Page2O of 61-2. Settling Defendants shall advance certain cost.s for Notice and administration, not toexceed $100,000.00, for purposes of defraying the actual cost of Notice and for other expensesassociated with the dissemination of Notice and the establishment of a claims program (?Notice andAdministration Costs?). Prior to the Effective Date, Settling Defendants shall be responsible foradvancing $100,000 of the Notice and Administration Costs for this Settlement and Plaintiffs?settlement with Intuit.3. Beginning no sooner than five (5) days after Preliminary Approval, the ClaimsAdministrator shall invoice Settling Defendants directly for Notice and Administration Costsactually incurred u_nder this Section. If Settling Defendants? share of Notice and AdministrationCosts exceed $100,000, such costs above $100,000 shall be paid for by the Settlement Fund afterthe Effective Date.OTHER CONDITIONSA. Settlement Is Terminated or Does Not Become EffectiveIn the event that the Settlement Agreement is terminated or does not become effective inaccordance with the terms of Attachment 1, which shall be ?led under seal with the Court as part ofthis Settlement, is not ?nally approved or does not become effective for any reason, Judgment is notentered in accordance with this Agreement, or such Judgment does not become ?nal, then thisSettlement Agreement shall be null and void and of no force and effect, except as subject to SectionVII.B above, the Settlement Fund, including any and all interest earned thereon, shall bereturned to Settling Defendants within ten (10) business days from the date the SettlementAgreement becomes null and void, less only the amount, up to a maximum of $100,000, validlydisbursed for Notice and Administration Costs, and any release pursuant to Section hereinshall be of no force or effect. In such event, the Court will enter an order decertifying any and allsettlement classes, the case will proceed as if no settlement has been attempted, and the SettlingParties shall be returned to their respective procedural postures, status quo, as of July 12, 2013,so that the Settling Parties may take such litigation steps (including without limitation supporting oropposing class certi?cation, providing expert reports, deposing experts and ?ling motions) thatPlaintiffs, Lucas?lm, Ltd. or Pixar otherwise would have been able to take absent the pendency ofthis Settlement. Settling Defendants expressly retain the right to contest whether the Action shouldbe maintained as a class action or collective action and to contest the merits of the claims beingasserted by Plaintiffs. However, any reversal, vacating, or modi?cation on appeal of (1) any19Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.I l32660.l Document503-1 Fi|ed09/21/13 Page21 of 61amount of the fees and expenses awarded by the Court to Class Counsel, or (2) any amount ofpayments to any Named Plaintiff or Settlement Class member, or (3) any determination by theCourt to award less than the amount requested in Attorneys? Fees and Expenses or service awards toNamed Plaintiffs, or (4) any determination by the Court to modify the Plan of Allocation, shall notgive rise to any right of termination or otherwise serve as a basis for termination of this SettlementAgreement. In the event the Settlement fails to obtain preliminary or Final Approval be-cause of thePlan of Allocation, the Parties agree to retain all other terms of the Settlement and negotiate a Planof Allocation consistent with any applicable orders or directions from the Court.In the event the case proceeds as provided in this Section, the Parties will negotiate andsubmit for Court approval a case schedule which shall, among other things, propose dates forcompletion of class certi?cation and merits discovery and the ?ling of motions (and oppositionsthereto), including without limitation Plaintiffs? pending motion for class certi?cation under Fed. R.Civ. P. 23.B. Preservation of Riggt_sThe Settling Parties agree that this Settlement Agreement, whether or not it shall becomeeffective pursuant to Section herein, and any and all negotiations, documents and discussionsassociated with it shall be without prejudice to the rights of any party, shall not be deemed orconstrued to be an admission or evidence of any violation of any statute or law, of any liability orwrongdoing by Settling Defendants, any Released Party, or any other Defendant, or of the truth ofany of the claims or allegations contained in the complaints in the Action or any other pleading ordocument, and evidence thereof shall not be discoverable or used directly or indirectly, in any way,whether in this case or any other action or proceeding. Plaintiffs shall not cite the Settling Parties?Memorandum of Understanding, this Settlement Agreement, or any Motion for Preliminary orFinal Approval or Order relating thereto in support of any motion or argument for certi?cation of alitigation class against Settling Defendants. Settling Defendants preserve and do not waive any oftheir arguments in opposition to, and all rights to oppose, certi?cation of a class in this Action orany other action. The Settling Parties expressly reserve all of their rights and defenses if thisSettlement does not become ?nal and effective in accordance with the terms of this SettlementAgreement.20Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.1132660J Document503-1 Fi|ed09/21/13 Page22 of 61C. Authority to SettleClass Counsel represent and warrant that they have authority to enter into this SettlementAgreement on behalf of each of the Named Plaintiffs.D. No AssignmentCo-Lead Counsel and Named Plaintiffs represent and warrant that they have not assigned ortransferred, or purported to assign or transfer, to any person or entity, any claim or any portionthereof or interest therein, including, but not limited to, any interest in the Action or any relatedaction.E. Binding EffectThis Settlement Agreement shall be binding upon, and inure to the bene?t of, the successorsand assigns of the Settling Parties and to the Released Parties. Without limiting the generality of theforegoing, each and every covenant and agreement herein by the Named Plaintiffs and ClassCounsel shall be binding upon all Settlement Class Members.F. Integrated AgreementThis Settlement Agreement, including attachments and exhibits, contains the entire,complete, and integrated statement of each and every term and provision of the SettlementAgreement agreed to by and among the Settling Parties. This Settlement Agreement shall not bemodi?ed in any respect except by a writing executed by the undersigned in the representativecapacities speci?ed, or others who are authorized to act in such representative capacities.G. HeadingsThe headings used in this Settlement Agreement are intended for the convenience of thereader only and shall not affect the meaning or interpretation of this Settlement Agreement.H. No Drafting PresumptionAll counsel to all Settling Parties hereto have materially participated in the drafting of thisSettlement Agreement. No party hereto shall be considered to be the drafter of this SettlementAgreement or any provision hereof for the purpose of any statute, case law or rule of interpretationor construction that would or might cause any provision to be construed against the drafter hereof.1. Choice of LawAll terms of this Settlement Agreement shall be governed by and interpreted according tothe substantive laws of the State of California without regard to its choice of law or con?ict of lawsprinciples.21Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.ll32660l Document503-1 Fi|ed09/21/13 Page23 of 61J. Consent to Jurisdiction and Choice of Exclusive Forum AAny and all disputes arising from or related to the Settlement, the Settlement Agreement, orclaims administration, including Attorneys? Fees and Expenses, must be brought by any SettlingDefendant, any Released Party, Plaintiffs, and/or each member of the Class, exclusively in theCourt. Settling Defendants, Plaintiffs and each member of the Class hereby irrevocably submit tothe exclusive and continuing jurisdiction of the Court for any suit, action, proceeding or disputearising out of or relating to this Settlement Agreement or the applicability or interpretation of thisSettlement Agreement, including, without limitation any suit, action, proceeding or dispute relatingto the release provisions herein, except that this paragraph shall not prohibit any Released Partyfrom asserting in the forum in which a claim is brought that the release herein is a defense, in wholeor in part, to such claim, or in the event that such a defense is asserted in that forum and thisCourt determines that it carmot bar the claim, the determination of the merits of the defense in thatforum. IK. Enforcement of SettlementNothing in this Settlement Agreement prevents Settling Defendants or any Released Partyfrom enforcing or asserting any release herein, subject to the provisions of Section herein.Notwithstanding any other provision of this Settlement Agreement, this Settlement Agreement andthe releases contained herein may be pleaded as a full and complete defense to any action, suit orother proceeding that has been or may be instituted, prosecuted or attempted by any Named Plaintiffor Settlement Class Member (who is not otherwise properly excluded as provided herein) withrespect to any Released Claims and may be ?led, offered and received into evidence and otherwiseused for such defense.L. SeverabilityIn the event any one or more of the provisions of this Settlement Agreement shall for anyreason be held to be illegal, invalid or unenforceable in any respect, such illegality, invalidity orunenforceability shall not affect any other provision if Settling Defendants? counsel and ClassCounsel mutually agree to proceed as if such illegal, invalid, or unenforceable provision had neverbeen included in the Settlement Agreement.M. No AdmissionNothing in this Settlement Agreement shall be construed as an admission in any action orproceeding, of any kind whatsoever, civil, criminal or otherwise, before any court, administrative22Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucasfilm, Ltd.ll32660.l Document503-1 Fi|ed09/21/13 Page24 of 61agency, regulatory body or any other body or authority, present or future, by Lucas?lm, Ltd., Pixar,any Released Party, Plaintiffs, Class members or any of them, including without limitation that anySettling Defendant or any Released Party has engaged in any conduct or practices that violate anystate or federal antitrust statute or other law. Settling Defendants denied and continue to deny theallegations made by Plaintiffs in the Consolidated Amended Complaint and during the litigation thatthey engaged in any wrongdoing of any kind, or that they violated or breached any law, regulationor duty owed to the Plaintiffs, and further deny that they are liable or owe any form ofcompensation or damages to anyone with respect to the alleged facts or causes of action asserted inthe litigation. Plaintiffs shall not cite the Settlement Agreement in support of any motion forcerti?cation of a litigation class against Settling Defendants.N. Execution in CounterpartsThis Settlement Agreement may be executed in counterparts. Facsimile or PDF signaturesshall be considered as valid signatures as of the date hereof, although the original signature pagesshall thereafter be appended to this Settlement Agreement and ?led with the Court.0. The proposed order and ?nal judgment shall provide that any Class member that wishes toappeal the Court?s Final Approval order and ?nal judgment, which appeal will delay the distributionof the Settlement Agreement to the Class, shall post a bond with this Court in an amount to bedetermined by the Court as a condition of prosecuting such appeal.IN WITNESS WHEREOF, the Settling Parties hereto through their fully authorizedrepresentatives have agreed to this Settlement Agreement on the date ?rst herein above written.23Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.1 1326601 Document503-1 Fi|ed09/21/13 Page25 of 61ACCEPTED AND AGREED:20, 2013LIEFF, CABRAS IMANN BERN STEIN, LLPKelly M. ermody275 Batt ry Street, 29th FloorSan Francisco, CA 94111-3339Telephone: (415)956-1000Facsimile: (415) 956-100824Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.1 l32184.6 Document503-1 Fi|ed09/21/13 Page26 of 612013JOSEPH LAW FIRM, INC. 50 ontgomery Street, Suite 625San Francisco, CA 94111Telephone: (415) 500-6800Facsimile: (415)395-9940Co?Lead Plaintz?fs ?CozmseI25Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd.1132184-.6 Document503-1 Fi|ed09/21/13 Page27 of 61Dated: .2013 enneth E. Newman \?ce PresidentFor PixarKenneth E. NewmanVice PresidentFor Lucas?lm, Ltd.Settlement Agreement between Plaintiff Class and Defendants Pixar and Lucas?lm, Ltd. Document503-1 Fi|ed09/21/13 Page28 of 61EXHIBIT ACase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page29 of 61IN RE HIGH TECH EMPLOYEE ANTITRUST LITIGATIONUnited States District Court for the Northern District of California, San Jose DivisionMaster Docket No. 11-CV-2509-LHKCLAIM FORMPLEASE CAREFULLY READ THE ENCLOSED NOTICE BEFORE COMPLETING THIS CLAIM FORM.DEADLINE: To receive a settlement payment, you must either complete and submit a Claim Form online atwww.HighTechEmployeeSettlement.com by Month, Day, Year, or complete and return this Claim Form postmarked on orbefore Month, Day, Year, toIn re High-Tech Employee Settlement Claims Administratorc/o Heffler Claims GroupP.O. Box 58340Philadelphia, PA 19102-8340If you do not submit online or by mail a properly completed Claim Form on or before Month, Day, Year, then your claimwill be untimely and you will be precluded from any recovery of proceeds from the partial settlements with the SettlingDefendants.YOUR SHARES OF THE PARTIAL SETTLEMENTS: Your settlement shares of the partial settlement with Pixar andLucasfilm, and the partial settlement with Intuit, will be based upon the total base salary you received in a Class Positionduring the Class Period relative to other Claimants.NOTE: This Claim Form is provided to you by the Court-appointed Claims Administrator, Heffler Claims Group. Applyfor a payment from both the partial settlement with Pixar and Lucasfilm, and the partial settlement with Intuit, by usingjust one Claim Form. If you have questions about this Claim Form, contact the Claims Administrator at XXX-XXXXXXX.SECTION A: CLAIMANT INFORMATION. Please review, correct, and/or complete your contact information.Please print clearly. The address listed is where the Claims Administrator will send your Settlement check when thesettlement funds are distributed.Claim #: <> . Note This claim number is a uniqueidentifier that you can use together with your Social SecurityNumber to access and complete your claim information onlineat www.HighTechEmployeeSettlement.com.Name: <>_________________________________________Address (line 1): <>_________________________________________Address (line 2:) <>_________________________________________City, State, ZIP: <>_________________________________________Last four digits of Social Security Number <>:_________________________________________Please list any other names used while employed by aDefendant:_________________________________________If your information is different from those shown above left, print corrections on the lines to the right.If your information changes, you are responsible for updating the Claims Administrator.The following additional information will help the Claims Administrator to reach you if there are any questions or1Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page30 of 61difficulties sending you your settlement check:Daytime telephone number (with area code):_________________________________________Evening telephone number (with area code):_________________________________________Email address (at work and/or home):__________________________________________________________________________________SECTION B: YOUR ESTIMATED SETTLEMENT SHARE, DATES OF EMPLOYMENT, AND RELEVANTJOB TITLES.1. Company records show that you may have been employed by one or more of the seven Defendants in aClass Position during the Relevant Class Period as defined in the Settlement (see Question 8 of theNotice). To protect your privacy, a summary of these company records is available for you to view online at thewebsite www.HighTechEmployeeSettlement.com. Please log on to www.HighTechEmployeeSettlement.comusing your claim form number (printed on the prior page) and your Social Security Number to view or supplyyour qualifying positions and time periods covered by the Settlements as described in Question 8 of the Noticeand listed fully on the website. If you believe any of the information listed there is incorrect or incomplete, youwill have an opportunity to submit corrections online, and to upload copies of any documents (such as employeerecords, or pay stubs) supporting your correction(s).Note: If you do not submit a correction, you waive your right to challenge the information supplied to the ClaimsAdministrator and available to you online. By submitting a correction, you will authorize the Claims Administrator toreview company records and make a determination based on company records and the records you submit. Thisdetermination may increase or decrease the value of your shares of the partial settlements. All such determinations by theClaims Administrator are final and binding with no opportunity for further appeal.2. Signature. You must sign here to submit your Claim Form by mail. Claim Forms may also be submitted online withan electronic signature at www.HighTechEmployeeSettlement.com.I declare that the information set forth above regarding my employment as a Class Member is true andcorrect, to the best of my knowledge.Dated: ______________________, ______Signed: ___________________________________________QUESTIONS? If you have questions regarding this Claim Form, how to submit a claim, or the partial Settlements,please visit the website www.HighTechEmployeeSettlement.com, or contact the Claims Administrator as follows:In re High Tech Employee Litigation Settlement AdministratorHeffler Claims GroupP.O. Box 58340Philadelphia, PA 19102-8340 (888) 980-9436www.HighTechEmployeeSettlement.comPlease review your claim form to ensure that you have filled it out in its entirety.You must complete and submit your claim form online by Month, Day, Year, or mail your completed claim form to thesettlement administrator at the address provided above, postmarked no later than Month, Day, Year.IF YOUR CLAIM FORM IS SUBMITTED ONLINE AFTER MONTH, DAY, YEAR, OR POSTMARKED AFTERMONTH, DAY YEAR, YOU WILL NOT BE ENTITLED TO RECEIVE ANY SETTLEMENT PAYMENT.THE CLAIMS ADMINISTRATOR WILL NOTIFY YOU IF YOUR CLAIM FORM IS INCOMPLETE. THEREAFTERIF YOU DO NOT CURE THE DEFICIENCIES WITHIN THE TIME SET BY THE CLAIMS ADMINISTRATOR, YOUWILL NOT BE ENTITLED TO RECEIVE ANY SETTLEMENT PAYMENT.2 Document503-1 Fi|ed09/21/13 Page31 of 61EXHIBIT Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page32 of 61UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIAIf you were employed in a technical, creative, or research and development (“Technical”)position at Adobe Systems Inc., Apple Inc., Google Inc., Intel Corp., Intuit Inc., Lucasfilm,Ltd., or Pixar, Inc. during the time periods set forth below, you could get money from twodifferent class action settlements. Please read this notice carefully.A court authorized this notice. This is not a solicitation from a lawyer.•Two settlements, (1) a $9,000,000 settlement with Pixar, Inc. (“Pixar”) and Lucasfilm, Ltd. (“Lucasfilm”); and (2) an$11,000,000 settlement with Intuit Inc. (“Intuit”), have been reached in partial settlement of a class action lawsuitinvolving alleged agreements between and among several high-technology companies not to recruit or “cold-call”each other’s employees. For purposes of this notice, Pixar, Lucasfilm and Intuit are referred to collectively as the“Settling Defendants.”•The class action lawsuit claims that Pixar, Lucasfilm, Intuit, Adobe Systems Inc. (“Adobe”), Apple Inc. (“Apple”),Google Inc. (“Google”), and Intel Corp. (“Intel”) violated federal and state antitrust laws by allegedly agreeing not torecruit or “cold-call” each other’s employees. The Settling Defendants, together with Adobe, Apple, Google andIntel are referred to as the “Defendants.” Pixar, Lucasfilm and Intuit deny that they violated any antitrust laws orengaged in any wrongdoing.•You are included in the $9,000,000 partial settlement with Pixar and Lucasfilm and the $11,000,000 partialsettlement with Intuit if you were a salaried Technical Employee (as defined below) who worked in the UnitedStates for any of the Defendants during any portion of the following time periods: (a) for Apple from March 2005through December 2009; (b) for Adobe from May 2005 through December 2009; (c) for Google from March 2005through December 2009; (d) for Intel from March 2005 through December 2009; (e) for Intuit from June 2007through December 2009; (f) for Lucasfilm from January 2005 through December 2009; or (g) for Pixar from January2005 through December 2009. Excluded from the Class are: retail employees, corporate officers, members of theboards of directors, and senior executives of all Defendants. For a more complete list of job titles included in theClass, please go to www.HighTechEmployeeSettlement.com.•Please read this Notice carefully. Your legal rights will be affected whether you act or don’t act, and you have achoice to make now.SUMMARY OF YOUR LEGAL RIGHTS AND OPTIONSDO NOTHINGGet no payment. Potentially give up your rights to ever recover from the SettlingDefendants for the legal claims in this case.EXCLUDE YOURSELFGet no payment. This is the only way that you can ever be part of any other lawsuitagainst any of the Settling Defendants about the legal claims in this case.SUBMIT A CLAIMFORMThe only way to receive money from the settlements when the funds are distributed.OBJECT TO ORCOMMENT ON THESETTLEMENTWrite to the Court about why you like or do not like the settlement. You may also askto speak to the Court at the hearing on __________, 2013 about the fairness of either orboth of the settlements, though you do not have to do so. To object, you must act before__________, 2013.GO TO THE HEARINGIf you would like, you may ask to speak in Court about the fairness of one or both of thesettlements. You do not need to speak to the Court to receive benefits under either of thesettlements.•This Notice explains your legal rights and options—and the deadlines to exercise them.DC: 4966114-2QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM11132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page33 of 61••The Court in charge of this case still has to decide whether to approve the settlement. Payments will bemade if the Court approves the settlements, and after appeals, if any, are resolved, and after the Courtorders that the settlement funds be distributed. Please be patient.This is not a lawsuit against you. Your participation in this lawsuit and acceptance of money from eitheror both of the settlements will not affect your employment status.WHAT THIS NOTICE CONTAINSBASIC INFORMATION ................................................................................................................................................ PAGE _1.2.3.4.5.6.7.Why did I get this Notice?What is this lawsuit about?What is a class action and who is involved?Why are there settlements?Why are the settlements “partial” settlements?Why is the lawsuit continuing if there are settlements?What happens if Plaintiffs later reach a settlement with the Non-Settling Defendants?WHO IS IN THE PARTIAL SETTLEMENT? ................................................................................................................ PAGE _8.9.10.11.12.Am I part of these partial settlements?I’m still not sure if I am included.What are my rights as a settlement Class member?What do the partial settlements provide?How much money can I get from the settlements?THE SETTLEMENT BENEFITS ................................................................................................................................... PAGE _13. What do the partial settlements provide?14. How much money can I get from the partial settlements?SUBMITTING A CLAIM FORM ................................................................................................................................... PAGE _15. How can I get money from the partial settlements?16. When will I get my payment(s)?17. What am I giving up to get a payment(s)?THE LAWYERS REPRESENTING YOU ....................................................................................................................... PAGE _18. Who represents me in this case?19. Should I get my own lawyer?20. How will the lawyers be paid?EXCLUDING YOURSELF FROM THE PARTIAL SETTLEMENTS ................................................................................ PAGE _21. How do I get out of the partial settlements?22. If I don’t exclude myself, can I sue Lucasfilm and Pixar and Intuit for the same thing later?23. If I exclude myself, can I get money from the partial settlements?COMMENTING ON OR OBJECTING TO THE PARTIAL SETTLEMENTS ................................................................... PAGE _24. How do I tell the Court that I like or don't like a partial settlement?THE COURT'S FAIRNESS HEARING .......................................................................................................................... PAGE _25. When and where will the Court decide whether to approve the partial settlements?26. Do I have to come to the Fairness Hearing?27. May I speak at the hearing?IF YOU DO NOTHING................................................................................................................................................. PAGE _28. What happens if I do nothing at all?QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM21132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page34 of 61YOUR PRIVACY .......................................................................................................................................................... PAGE _29. Will my manager know whether or how I respond to this notice?GETTING MORE INFORMATION ............................................................................................................................... PAGE _30. Are more details about the partial settlements available?31. How do I get more information?QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM31132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page35 of 61BASIC INFORMATION1. Why did I get this Notice?You have received this Notice because Defendants’ records show you may have worked as a salaried TechnicalEmployee in one of the job positions described in Section 7 below during some or all of the following time periods: (a)for Apple from March 2005 through December 2009; (b) for Adobe from May 2005 through December 2009; (c) forGoogle from March 2005 through December 2009; (d) for Intel from March 2005 through December 2009; (e) for Intuitfrom June 2007 through December 2009; (f) for Lucasfilm from January 2005 through December 2009; or (g) for Pixarfrom January 2005 through December 2009.The Court sent you this notice because you have the right to know about two proposed partial settlements of aclass action lawsuit, and about your legal rights and options, before the Court decides whether to approve the settlements.This notice explains the lawsuit, the settlements, and your legal rights. It also explains what benefits are available, who iseligible for them, and how to obtain them. If the Court approves the partial settlements and after any objections andappeals are resolved, upon the Court’s order an administrator appointed by the Court will make the payments that thesettlement allows.The Court has preliminarily approved both settlements. If you are a Class Member, you have legal rights andoptions that you may exercise before the Court considers whether it will grant final approval to the proposed partialsettlements at the “Fairness Hearing.” The Fairness Hearing is to decide whether the proposed partial settlements are fair,reasonable, and provide adequate compensation and benefits to the members of the Class.If you wish to comment on (including object to) or exclude yourself from one or both of the settlements, youmust do so following the procedures described below. If you do nothing, you will be bound by any final judgment.Judge Lucy H. Koh, United States District Court for the Northern District of California, San Jose Division, is incharge of this case. The lawsuit is called In re: High-Tech Employee Antitrust Litigation, Master Docket No.11-CV-2509-LHK. The people who sued are called the Plaintiffs, and the companies they sued are called the Defendants.2. What is this lawsuit about?The lawsuit claims that Defendants entered into agreements with each other and with unnamed co-conspiratorsnot to recruit or hire each other’s employees in violation of federal and state antitrust laws. Each of the Defendants,including the Settling Defendants Lucasfilm, Pixar, and Intuit, denies that it violated any laws or engaged in anywrongdoing.Lucasfilm and Pixar have entered into one settlement agreement with Plaintiffs. Intuit has entered into a separatesettlement agreement with Plaintiffs. The Defendants other than Lucasfilm, Pixar and Intuit have not entered into anysettlements. Those Defendants are referred to as the “Non-Settling Defendants.”To obtain more information about the claims in this lawsuit, you can view the complaint and other courtdocuments in this case at www.HighTechEmployeeSettlement.com.3. What is a class action and who is involved?In a class action lawsuit, one or more people called “Named Plaintiffs” or “Class Representatives” sue on behalfof other people who have similar claims. The people with similar claims together are a “Class” and are called “ClassMembers.” In a class action, the court resolves the issues for all Class Members, except for those who excludethemselves from the Class. The Court appointed Named Plaintiffs Siddarth Hariharan, Mark Fichtner, Brandon Marshall,Daniel Stover, and Michael Devine as Class Representatives in this case.4. Why are there settlements?The Court has not found in favor of Plaintiffs or Defendants. While the lawsuit is still pending before the UnitedStates District Court, the Plaintiffs and the Settling Defendants have agreed to settlements which, if they are approved,will bring the claims against Pixar, Lucasfilm, and Intuit to an end. That way, the Plaintiffs and Settling Defendants avoidthe uncertainty of continuing the case between them, and avoid the cost of further litigation, and Class Members will getthe benefits of the settlements. The Class Representatives and their attorneys think the settlements are best for everyonewho allegedly was harmed by Pixar’s, Lucasfilm’s, and Intuit’s alleged agreements not to compete for employees.QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM41132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page36 of 615. Why are the settlements “partial” settlements?Although the settlements with Lucasfilm, Pixar, and Intuit fully resolve the Class Members’ claims against themas described in Question 16, the settlements only partially resolve the case, which will continue against the Non-SettlingDefendants, as discussed in Question 6. For this reason, the settlements with Lucasfilm, Pixar and Intuit are partialsettlements.6. Why is the lawsuit continuing if there are Settlements?Lucasfilm, Pixar, and Intuit have agreed to settle this case. The Non-Settling Defendants (Adobe, Apple, Googleand Intel) have not agreed to settle, so the lawsuit will continue against them. More money may become available in thefuture as a result of additional settlements with and/or a trial against the Non-Settling Defendants, but there is noguarantee this will happen.7. What happens if the Plaintiffs later reach a settlement with the Non-Settling Defendants?The lawsuit will continue against the Non-Settling Defendants. It cannot be known whether the Plaintiffs wouldprevail against the Non-Settling Defendants at a trial. If there are additional settlements in the future, there will be noticeof those settlements as well, and at that time all settlement funds received from the Settling Defendants and from anyother Defendants who have settled may simultaneously be distributed to Class members who have submitted claims.WHO IS IN THE PARTIAL SETTLEMENTS?8. Am I part of the partial settlements?In general, individuals who were salaried technical, creative and research and development employees at anyone of the Defendant companies may be Class Members who are eligible for a payment from the proposed settlementswhen the funds are distributed if they met the following definition:All natural persons who work in the technical, creative, and/or research anddevelopment fields that are employed on a salaried basis in the United States by one ormore of the following: (a) Apple from March 2005 through December 2009; (b) Adobefrom May 2005 through December 2009; (c) Google from March 2005 throughDecember 2009; (d) Intel from March 2005 through December 2009; (e) Intuit fromJune 2007 through December 2009; (f) Lucasfilm from January 2005 throughDecember 2009; or (g) Pixar from January 2005 through December 2009. Excludedfrom the Class are: retail employees; corporate officers, members of the boards ofdirectors, and senior executives of all Defendants.By way of example, the below technical, creative and/or research and development jobs are included in the Class. This isnot a complete list of job titles.To see a more complete list of job titles, please go towww.HighTechEmployeeSettlement.com:Ɣ Software EngineersƔ Hardware Engineers and Component DesignersƔƔƔƔƔApplication DevelopersProgrammersProduct DevelopersUser Interface or User Experience DesignersQuality AnalystsƔ Research and DevelopmentƔ Animators, Digital Artists, Creative Directors andTechnical EditorsƔ Graphic Designers and Graphic ArtistsƔ Web DevelopersƔ IT ProfessionalsƔ Systems Engineers and AdministratorsƔ Employees classified as technical professionals bytheir employersQUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM51132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page37 of 619.I’m still not sure if I am included.If you received this Notice mailed to you, it is because you were listed as a potential Class Member. If you arestill not sure whether you are included, you can get help at www.HighTechEmployeeSettlement.com or by calling1-800-000-0000.10. What if I worked for a Non-Settling Defendant?As long as you fall within the definition of the class in Question 7 above, you can participate in these partialSettlements regardless of which Defendant you work or worked for. Current and former employees of Adobe, Apple,Google, or Intel, if they meet the definition of the class, may receive a payment under the Lucas, Pixar, and Intuitsettlements when the funds are distributed.11. What are my rights as a settlement Class Member?You may do nothing. Or, you may exclude yourself from the settlements. Or, you may submit a claim form for apayment from the Settlement Funds (see Question 14). You may also comment on or object to the proposed partialsettlements (see Question 23), or attend the Court’s Fairness Hearing to speak in support of or against the Court’s finalapproval of one or both of the proposed partial settlements.THE SETTLEMENT BENEFITS12. What do the partial settlements provide?Settling Defendants Pixar and Lucasfilm will pay $9,000,000 into a Settlement Fund (the “Pixar/LucasfilmFund”). Settling Defendant Intuit will pay $11,000,000 into a Settlement Fund (the “Intuit Fund”). After deductingattorneys’ fees, costs, applicable taxes, and other fees and expenses (see Question 19), the Pixar/Lucasfilm Fund and theIntuit Fund will be distributed to Class Members who file valid claims.As a Settlement Class Member, you will give up, or “release,” your claims against Pixar, Lucasfilm and Intuit.Those releases include any claims made or that could have been made arising from the facts alleged in this lawsuit. Thereleases are described in more detail in the Settlement Agreements and in Question 16 below. You can view or downloada copy of both of the Settlement Agreements at the website www.HighTechEmployeeSettlement.com.13. How much money can I get from the partial settlements?Class Members who submit a Claim Form will be eligible to receive a share of the Settlement Funds when theyare distributed based on a formula utilizing a Claimant’s base salary paid while working in a Class Position during theClass Period as set forth in the Settlement Class definition. In other words, each Class Member’s share of the MonetaryFund is a fraction, with the Claimant’s total base salary during the Class Period as the numerator and the total base salaryduring the Class Period of all Claimants as the denominator:(Approved Claimant’s individual total base salary paid in Class Positions during the Class Period) ÷ (Total ofbase salaries paid to all approved Claimants in Class Positions during the Class Period).The Claimant’s individual fractional amount shall be multiplied against the Settlement Funds net of reductionsfor court-approved costs, applicable taxes, service awards, and attorneys’ fees. Because each Claimant’s fractionalamount will depend in part on how many other Class Members file Claim Forms, fractional amounts will increase if lessthan 100% of the Class participates as a Claimant. The proposed Plan of Allocation is available for review atwww.HighTechEmployeeSettlement.com, and will be presented for approval by the Court at the Fairness Hearing (seeQuestion 24).QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM61132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page38 of 61SUBMITTING A CLAIM FORM14. How can I get money from the settlements?To receive money from the partial settlements, you must complete and submit a Claim Form, either online atwww.HighTechEmployeeSettlement.com, or by mail. A copy of the Claim Form is included with this Notice. Pleaseread this Notice and the Claim Form carefully. You must either complete and submit the form online no later thanMonth 00, 2013, or complete the included form manually, sign it, and mail it postmarked no later than Month 00,2013, to the Claims Administrator at the address listed in Question 30 of this Notice. If necessary, you maydownload and print out a Claim Form from the website www.HighTechEmployeeSettlement.com. If you have anyproblems with the Claim Form or questions about how to submit your claim, please call the Claims Administrator at thetelephone number printed at the bottom of this page.15. When will I get my payment(s)?The Court will hold a final Fairness Hearing on Month 00, 2013, to decide whether to approve the proposedpartial settlements. If the Court approves the settlements, there still may be appeals of that decision. If an appeal is filed,it is hard to estimate how long it might take for it to be resolved, but it can take a lot of time, perhaps more than a year.Settlement payments to Settlement Class Members will be distributed if the settlements are approved, and after anyappeals are resolved, at a later date to be ordered by the Court.Updates regarding the partial settlements and when payments may be made will be posted on the settlementwebsite, www.HighTechEmployeeSettlement.com.16. What am I giving up to get a payment(s)?If you are a Class Member, unless you exclude yourself, you are staying in the Class, and that means that youcan’t sue, continue to sue, or be part of any other lawsuit against Lucasfilm, Pixar, or Intuit about the legal issues in thiscase. It also means that all of the Court’s orders will apply to you and legally bind you, and that you agree to thefollowing “Releases of Claims,” which describe exactly the legal claims that you give up if you get settlement benefits:With respect to Intuit, upon the Settlement Agreement becoming effective, the Named Plaintiffs and Classmembers (who do not otherwise properly exclude themselves) shall all release and forever discharge Intuit and officers,directors, affiliates and employees (other than employees who are members of the Class) from all manner of claimswhether federal or state, known or unknown, asserted or unasserted, regardless of legal theory, arising from the facts,activities or circumstances alleged in the Consolidated Amended Complaint [Dkt. 65] or any other purported restrictionon competition for employment of Class members, up to the Effective Date of the Settlement whether or not alleged inthe Consolidated Amended Complaint (Dkt. 65). The Settlement Agreement shall not be construed to release any local,state or federal claim arising out of allegations of any product defect, discrimination, or personal or bodily injury, andshall not be construed to release any local, state or federal claim arising out of allegations of. unlawful overtime orviolations of ERISA or similar statute that are unrelated to the facts, activities, or circumstances alleged in theConsolidated Amended Complaint or to the payments or distributions made pursuant to this Settlement.With respect to Pixar and Lucasfilm, upon the Settlement Agreement becoming effective, the named Plaintiffsand Class members (who do not otherwise properly exclude themselves) shall all release and forever discharge Pixar andLucasfilm together with their parent company The Walt Disney Company and their other past and present parents,subsidiaries, divisions, affiliates, stockholders, officers, directors, insurers, employees, agents, attorneys, and any of theirlegal representatives (and the predecessors, heirs, executors, administrators, successors, purchasers, and assigns of eachof the foregoing) from all manner of claims whether federal or state, known or unknown, asserted or unasserted,regardless of legal theory, arising from the facts, activities or circumstances alleged in the Consolidated AmendedComplaint [Dkt. 65] or any other purported restriction on competition for employment of class members up to theEffective Date of the Settlement whether or not alleged in the Consolidated Amended Complaint (Dkt. 65). TheSettlement Agreement shall not be construed to release any local, state or federal claim arising out of allegations of anyproduct defect, discrimination, or personal or bodily injury, and shall not be construed to release any local, state orfederal claim arising out of allegations of unlawful overtime or violations of ERISA or similar statute that are unrelatedto the facts, activities, or circumstances alleged in the Consolidated Amended Complaint or to the payments ordistributions made pursuant to this Settlement.By participating in either or both of these partial settlements you are not giving up your right to receive paymentsfrom any future settlements or a trial against the Non-Settling Defendants.QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM71132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page39 of 61THE LAWYERS REPRESENTING YOU17. Who represents me in this case?The Court appointed the following law firms as Co-Lead Counsel to represent the Class:Kelly M. DermodyLIEFF CABRASER HEIMANN& BERNSTEIN, LLP275 Battery Street, 29th FloorSan Francisco, CA 94111(415) 956-1000kdermody@lchb.comJoseph R. SaveriJOSEPH SAVERI LAW FIRM, INC.505 Montgomery Street, Suite 625San Francisco, CA 94111(415) 500-6800jsaveri@saverilawfirm.comThese lawyers and law firms are called “Plaintiffs’ Counsel.”18. Should I get my own lawyer?You do not need to hire your own lawyer because Plaintiffs’ Counsel are working on your behalf. If you wantyour own lawyer, you may hire one, but you will be responsible for any payment for that lawyer’s services. For example,you can ask your lawyer to appear in Court for you if you want someone other than Plaintiffs’ Counsel to speak for you.You may also appear for yourself without a lawyer.19. How will the lawyers be paid?Plaintiffs’ Counsel will ask the Court to approve at the Fairness Hearing payment from the Settlement Funds of$4,793,000 in costs, which includes costs Plaintiffs’ Counsel have incurred prosecuting this case to date, as well asprojected expenses for the continuing litigation and trial against the Non-Settling Defendants (see Question 6).Plaintiffs’ Counsel will not ask the Court to approve payment of any attorneys’ fees at the Fairness Hearing. Plaintiffs’Counsel will at a later date ask the Court to approve payment of up to one-third of the Settlement Funds to them forattorneys’ fees, as well as to reimburse them for any additional, unreimbursed litigation costs they may advance inpursuing the Plaintiffs’ claims. The fees would compensate Plaintiffs’ Counsel for investigating the facts, litigating thecase (including through appeals), and negotiating and administering the settlements. Plaintiffs’ Counsel will ask theCourt to approve at the Fairness Hearing payments of $10,000 to each of the individual Class Representatives as ServiceAwards for their service to the Class, which shall be paid when the Settlement Funds are distributed to Class memberswho have submitted valid claims. Plaintiffs’ Counsel may seek additional attorneys’ fees, costs, and expenses from anyfuture settlement or recovery obtained from non-settling Defendants. The costs of providing this Notice andadministering the settlements are being paid from the Settlement Funds.EXCLUDING YOURSELF FROM THE SETTLEMENTSIf you don’t want a payment from one or both of the partial settlements, and you want to keep the right to sue orcontinue to sue Pixar, Lucasfilm or Intuit (on your own at your own expense) about the legal issues in this case, then ifyou are a Class member you must take steps to get out of one or both of the settlement Classes. This is called excludingyourself from, or opting out of, a proposed settlement Class. Opting out of a proposed settlement Class at this time willnot affect your right to remain in the Class for purposes of the continuing litigation against the non-settling Defendants.20. How do I get out of the settlements?To exclude yourself from (opt out of) one or both of the partial settlements, you must send a letter to the ClaimsAdministrator at the address listed in Section 28 of this notice.If you want to exclude yourself from the settlement with Pixar and Lucasfilm you must send a letter to theClaims Administrator saying that you want to be excluded from the Pixar and Lucasfilm settlement Class in In re:QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM81132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page40 of 61High-Tech Employee Antitrust Litigation, and that you understand that you will not receive money from the partialsettlement with Pixar and Lucasfilm.If you want to exclude yourself from the settlement with Intuit, you must send a letter to the ClaimsAdministrator saying that you want to be excluded from the Intuit settlement Class in In re: High-Tech EmployeeAntitrust Litigation, and that you understand that you will not receive money from the partial settlement with Intuit.You must include your name, address, telephone number, and your signature with any request for exclusion. Youmust submit your Opt-Out Request(s) postmarked no later than _________, 2013 (or received by the ClaimsAdministrator by that date if sent by fax or e-mail) at the following address:You cannot exclude yourself (opt out) by telephone. If you ask to be excluded from either of the settlements, youwill not get any payment from that settlement, and you cannot object to the settlement.If you request to be excluded from the partial settlement with Pixar and Lucasfilm, you will not be legally boundby the settlement with Lucasfilm and Pixar. You may be able to sue (or continue to sue) Lucasfilm and Pixar in the future.If you request to be excluded from the partial settlement with Intuit, you will not be legally bound by thesettlement with Intuit. You may be able to sue (or continue to sue) Intuit in the future.21. If I don’t exclude myself, can I sue Lucasfilm and Pixar and Intuit for the same thing later?No. If you are a Class member, unless you exclude yourself, you give up the right to sue Lucasfilm, Pixar, andIntuit for the claims that the two partial settlements resolve as more fully described in Question 16 above. If you have apending lawsuit against Lucasfilm, Pixar, or Intuit, speak to your lawyer in that lawsuit immediately, because you mayneed to exclude yourself from the Class(es) to continue your own lawsuit. The process for excluding yourself from thesettlements is described in the preceding section.22. If I exclude myself, can I get money from a settlement?No. If you exclude yourself from a partial settlement, you will receive no money from that settlement. But if youexclude yourself from the partial settlement with Lucasfilm and Pixar, you may sue, continue to sue, or be part of adifferent lawsuit against Lucasfilm and Pixar; and if you exclude yourself from the partial settlement with Intuit, youmay sue, continue to sue, or be part of a different lawsuit against Intuit.COMMENTING ON OR OBJECTING TO THE SETTLEMENTS23. How do I tell the Court that I like or don’t like a proposed settlement?If you’re a Class Member, you can comment on, including object to, one or both of the proposed partialsettlements if you like or don’t like any part of it. You can give reasons why you think the Court should or should notapprove them. The Court will consider your views.To comment or to object, you must send a letter to the Claims Administrator with your comment(s) orobjection(s) to the proposed settlement(s) in In re: High-Tech Employee Antitrust Litigation. Be sure to include:• Your name, address, telephone number, email address and signature;• Which of the two settlements you wish to comment or object on—the settlement with Lucasfilm and Pixar,and/or the settlement with Intuit.• If you object to either proposed partial settlement, a detailed list of any other objections that you or your lawyerhave made to any class action settlements submitted to any court in the United States in the previous five (5)years; and• A detailed statement of your comment(s) or objection(s), including the grounds for your objection(s), if any,together with any documents you think support it.If you wish for the Court to consider your comment(s) or objection(s), you must mail the comment(s) or objection(s) byFirst Class U.S. Mail, postmarked no later than Month 00, 2013, to:Claims AdministratorHigh Tech Employee SettlementP.O. Box 0000City, ST 00000QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM91132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page41 of 61THE COURT’S FAIRNESS HEARING24. When and where will the Court decide whether to approve the settlement?The Court will hold a Fairness Hearing at XX:XX a.m. on Month 00, 2013 in Courtroom 8 on the 4th Floor of theUnited States District Court for the Northern District of California, 280 S. First Street, San Jose, California 95113.At this hearing, the Court will separately consider both proposed settlements and determine whether they arefair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will decide whether toallow people who have raised objections or comments to speak at the hearing. The Court may also decide how much toaward to Plaintiffs’ Counsel in expenses and whether to approve the payment of Service Awards to the Named Plaintiffs,to be paid when the Settlement Funds are distributed to Class members who submit claims. After the hearing, the Courtwill separately decide whether to approve the partial settlement with Pixar and Lucasfilm, and the partial settlement withIntuit. We do not know how long these decisions will take, or whether the Court will issue its decisions about bothsettlements at the same time.The Court may reschedule the Fairness Hearing or change any of the deadlines described in this Notice. Be sureto check the website, www.HighTechEmployeeSettlement.com, for news of any such changes.25. Do I have to come to the Fairness Hearing?No. Plaintiffs’ Counsel will be present at the Fairness Hearing to answer any questions the Court may have. Youare welcome to come at your own expense. If you send an objection, you don’t have to come to Court to talk about it. Aslong as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer toattend, but it is not necessary.26. May I speak at the hearing?You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter statingthat it is your “Notice of Intention to Appear in In re: High-Tech Employee Antitrust Litigation.” You must mail yourNotice of Intention to Appear, postmarked no later than Month 00, 2013 to the addresses shown in the answer toQuestion 30, below. Be sure to include your name, address, telephone number, email address and your signature.You will have no right to speak at the hearing about a settlement if you choose to exclude yourself thatsettlement, because a settlement no longer affects you if you do not participate in it.IF YOU DO NOTHING27. What happens if I do nothing at all?If you are a Class Member, and you do nothing, you’ll get no money from the settlement with Pixar andLucasfilm or the settlement with Intuit, and you won’t be able to collect any damages from Pixar, Lucasfilm, or Intuit fortheir alleged unlawful agreements not to compete for employees. You must submit a claim form online by Month, Date,Year, or by mail postmarked by Month, Date, Year, in order to qualify to receive any money from the settlement withPixar and Lucasfilm or the settlement with Intuit.YOUR PRIVACY28. Will my manager know whether or how I responded to this notice?The Court will appoint an independent, experienced professional Claims Administrator. The ClaimsAdministrator will not disclose the identities of Class Members who submit Claim Forms to any Defendant, includingLucasfilm, Pixar, and Intuit (or their managers). The Claims Administrator will establish and follow procedures toprotect the confidentiality of the identity of persons submitting claims. The Claims Administrator will process ClaimForms and issue settlement checks. The Claims Administrator will also receive Opt-Out Requests and comments(including objections) not related to claims. As required by the Court, the Claims Administrator will share thatnon-claims information with Class Counsel and counsel for the Settling Defendants, as well as with the Court.QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM101132185.4Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page42 of 61Lucasfilm, Pixar and Intuit have agreed that no information about Opt-Out Requests and comments (includingobjections) will be shared within their companies absent some showing of need to implement the settlements.GETTING MORE INFORMATION29. Are more details about the settlements available?Yes. This Notice summarizes the two proposed settlements; more details are in the proposed SettlementAgreements themselves. You can get copies of the Settlement Agreements at www.HighTechEmployeeSettlement.com.30. How do I get more information?The website www.HighTechEmployeeSettlement.com allows you to complete and submit a Claim Form online,and provides answers to common questions about the Settlements, Claim Forms, and other information to help youdetermine whether you are a Class Member, whether you are eligible for a payment, and when settlement funds will bedistributed. You may also submit a written Claim Form at the address listed below, or call or write to the ClaimsAdministrator with your questions at:Claims AdministratorHigh Tech Employee SettlementP.O. Box 0000City, ST 00000Telephone: XXX-XXX-XXXXPLEASE DO NOT CONTACT THE COURT. YOU SHOULD DIRECT ANY QUESTIONS YOU MAY HAVEABOUT THIS NOTICE OR THE SETTLEMENT TO THE CLAIMS ADMINISTRATOR AND/OR TOPLAINTIFFS’ COUNSEL.You may also seek the advice and counsel of your own attorney at your own expense, if you desire.Dated: _______________, 2013By Order of the CourtJudge of the United States District CourtNorthern District of CaliforniaQUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM111132185.4 Document503-1 Fi|ed09/21/13 Page43 of 61EXHIBIT Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page44 of 61Plan of AllocationSettlement Class Members who do not opt out and who timely and properlysubmit a Claim Form (“Claimants”) will be eligible to receive a share of the SettlementFund net of all applicable reductions based on a formula using a Claimant’s base salarypaid while working in a “Class Position” within the “Class Period” as set forth in theSettlement Class definition. In other words, each approved Claimant’s share of theSettlement Fund is a fraction, with the approved Claimant’s total base salary paid whileworking in a Class Position during the Class Period as the numerator and the total basesalary paid to all approved Claimants while working in a Class Position during the ClassPeriod as the denominator:(Approved Claimant’s individual total base salary paid inClass Positions during the Class Period) ÷ (Total of basesalaries paid to all approved Claimants in Class Positionsduring the Class Period).The Claimant’s fractional amount shall be multiplied against the Settlement Fundnet of all applicable reductions, including for taxes and tax withholding, court-approvedcosts, service awards, and attorneys’ fees and expenses.The base salary, dates of employment, and whether a potential Class Member helda Class Position will be conclusively derived from Defendants’ data maintained by theirrespective human resources departments and will not be subject to challenge by ClassMembers or Claimants. In the event data about a potential Class Member’s job title isnot available in Lucasfilm’s human resources database, the Claims Administrator shalldetermine whether that person held a Class Position based on the information provided inthe Claims Form and information in Lucasfilm’s human resources database.1125293.5Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page45 of 61Because each approved Claimant’s fractional amount will depend in part on howmany other Class Members do not opt out and submit timely and properly completedClaim Forms, fractional amounts will increase if less than 100% of Class Membersparticipate as Claimants.Payments to Claimants shall not be made until all objections, collateral challengesor appeals relating to either or both of the Settlements have been fully and finallyresolved. Claimants shall receive a single payment reflecting combined amounts fromthe Pixar/Lucasfilm Settlement and the Intuit Settlement, assuming that both Settlementsreceive such final approval. Distribution may be delayed to accommodate othersettlements, if any, reached by no later than June 1, 2014.1125293.5 Document503-1 Fi|ed09/21/13 Page46 of 61EXHIBIT Case5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page47 of 6112345678IN THE UNITED STATES DISTRICT COURT9FOR THE NORTHERN DISTRICT OF CALIFORNIA10SAN JOSE DIVISION1112Master Docket No. 11-CV-2509-LHKIN RE: HIGH-TECH EMPLOYEEANTITRUST LITIGATION[PROPOSED] ORDER GRANTINGPLAINTIFFS’ MOTION FORCONDITIONAL CLASSCERTIFICATION AND PRELIMINARYAPPROVAL OF PARTIAL CLASSACTION SETTLEMENTS WITHDEFENDANTS INTUIT INC.,LUCASFILM, LTD., AND PIXAR,APPROVING FORM AND MANNER OFNOTICE, AND SCHEDULING FINALAPPROVAL HEARING131415THIS DOCUMENT RELATES TO:ALL ACTIONS1617181920This matter is before the Court on Plaintiffs’ motion for conditional class certification and21preliminary approval of the proposed class action settlements (the “Settlements”) between22individual and representative Plaintiffs Michael Devine, Mark Fichtner, Siddharth Hariharan,23Brandon Marshall and Daniel Stover (“Plaintiffs”) and Intuit Inc., Lucasfilm, Ltd., and Pixar24(collectively the “Settling Defendants”), as set forth in the Settlement Agreements attached hereto25as Exhibits A and B. Having considered the Motion, the Settling Parties’ Settlement Agreements,26the proposed form of notice to the Class, the pleadings and other papers filed in these Actions,27and the statements of counsel and the parties, and for good cause shown, IT IS HEREBY28ORDERED as follows:-11131740.5[PROPOSED] ORDER GRANTINGPRELIMNINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page48 of 6111.Unless otherwise defined herein, all terms that are capitalized herein shall have the2meanings ascribed to those terms in the Settlement Agreements, copies of which are attached3hereto as Exhibits A and B.142.The Court has jurisdiction over this Action (and all actions and proceedings5consolidated in the Action), Plaintiffs, Class Members, Intuit, Pixar, Lucasfilm, the Released6Parties, and any party to any agreement that is part of or related to the Settlement Agreements.73.The Court finds that the proposed Settlement with Lucasfilm and Pixar for8$9,000,000 is sufficiently fair, reasonable and adequate such that it is hereby preliminarily9approved and notice of it should be provided to the Settlement Class (defined in paragraph 510below), and that a hearing should be held as set forth below. The Court also finds that the11proposed Settlement with Intuit for $11,000,000 is sufficiently fair, reasonable and adequate such12that it is hereby preliminarily approved and notice of it should be provided to the Settlement Class13(defined in paragraph 5 below), and that a hearing should be held as set forth below. The Court14also finds that the Settlement Agreements appear to be the product of arm’s length, informed,15non-collusive negotiations between experienced and knowledgeable counsel who have actively16prosecuted and contested this litigation for over two years. In accordance with the schedule17outlined in paragraph 32 below, Class Counsel shall seek entry of an Order and Final Judgment.184.The Court finds that the proposed Plan of Allocation, attached to the Settlement19Agreements, and described in the Motion, also is sufficiently fair, reasonable and adequate such20that it is hereby preliminarily approved, subject to further consideration at the hearing to be held21as set forth below.22Certification of Settlement Class23245.seek conditional certification of the following Settlement Class:25All natural persons who work in the technical, creative, and/or research and developmentfields that are employed on a salaried basis in the United States by one or more of thefollowing: (a) Apple from March 2005 through December 2009; (b) Adobe from May262728In order to effectuate notice to the class of the proposed Settlements, Plaintiffs1The Agreements filed with this Order shall not include Exhibit E and Attachment 1 to theLucas/Pixar Agreement, or Exhibit D and Attachment 1 to the Intuit Agreement, which shallremain under seal.[PROPOSED] ORDER GRANTING-21131740.5PRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page49 of 6112005 through December 2009; (c) Google from March 2005 through December 2009;(d) Intel from March 2005 through December 2009; (e) Intuit from June 2007 throughDecember 2009; (f) Lucasfilm from January 2005 through December 2009; or (g) Pixarfrom January 2005 through December 2009. Excluded from the Class are: retailemployees; corporate officers, members of the boards of directors, and senior executivesof all Defendants.23456The specific titles included in the Class are further identified in attachments to the SettlementAgreements and will be supplemented by the Claims Administrator if additional Lucasfilm jobtitles consistent with the Settlement Class definition are identified.786.conditionally agreed to take no position regarding certification of this Settlement Class.9107.13141516171819a.22232425619, (1997); Hanlon v. Chrysler Corp., 150 F.3d 1011, 1019-1023 (9th Cir. 1999). The classcertification requirements are identical with respect to certification for litigation and settlement,except that in the settlement context the court need not make a finding that the class would bemanageable under 23(b)(3)(D) because there will be no trial. Amchem, 521 U.S. at 620; Hanlon,150 F.3d at 1019-22 (at settlement, court must determine that the requirements of Rule 23(a) aremet as well as at least as one of the requirements of Rule 23(b)). Plaintiffs meet the requirementsfor class certification and accordingly the Class may be conditionally certified.b.“In determining the propriety of a class action, the question is not whetherthe plaintiff or plaintiffs have stated a cause of action or will prevail on the merits, but ratherwhether the requirements of Rule 23 are met.” United Steel, Paper & Forestry, Rubber, Mfg.Energy v. ConocoPhillips Co., 593 F.3d 802, 808 (9th Cir. 2010) (quotation marks and citationomitted). As discussed below, Plaintiffs have satisfied the requirements for class certificationunder Rule 23(a) and Rule 23(b)(3).2627The Court must conditionally certify a proposed settlement class before itcan preliminarily approve the class settlement. Amchem Prods., Inc. v. Windsor, 521 U.S.591,2021The Court hereby conditionally certifies the Settlement Class, subject to finalapproval of the Settlements, pursuant to the following FINDINGS under Fed. R. Civ. P. 23:1112For purposes of the Settlement only, Defendants Intuit, Pixar, and Lucasfilmc.Rule 23(a) requires: “(1) the class is so numerous that joinder of allmembers is impracticable; (2) there are questions of law and fact common to the class; (3) the28-31131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page50 of 611claims or defenses of the representative parties are typical of the claims or defenses of the class;2and (4) the representative parties will fairly and adequately protect the interests of the class.” Fed.3R. Civ. P. 23(a).4d.The Settlement Class – which numbers in the tens of thousands – is so5numerous that joinder of all members is impracticable. See Standiford v. Palm, Inc., 2011 U.S.6Dist. LEXIS 54782, at *20-21 (N.D. Cal. May 20, 2011) (“[C]ourts generally find that the7numerosity factor is satisfied if the class comprises 40 or more members”) (quotation marks and8citation omitted).9e.Plaintiffs have shown there are questions of law and fact common to the10Class. See Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 2541, 2551 (2011) (to satisfy commonality,11class members’ claims must depend upon a common contention that “is capable of class-wide12resolution--which means that determination of its truth or falsity will resolve an issue that is13central to the validity of each one of the claims in one stroke”). Specifically, whether the14Defendants entered into the challenged anti-solicitation conspiracy, and its effect on15compensation, are common to the Class.16f.The representative parties – each of whom worked as a salaried technical17employee for a Defendant – have claims which are typical of the Class. See Ellis v. Costco18Wholesale Corp., 657 F.3d 970, 984 (9th Cir. 2011) (“Typicality refers to the nature of the claim19or defense of the class representative, and not to the specific facts from which it arose or the relief20sought.”) (citations and internal quotation marks omitted). Plaintiffs share with the Class21members the same alleged injuries arising from the same alleged conduct: alleged suppression of22their compensation due to Defendants’ agreements.23g.Finally, Plaintiffs and Class Counsel have shown that they will adequately24protect the interests of the class. Neither Plaintiffs nor Class Counsel have any conflicts of25interest with Class Members, and Plaintiffs have dutifully and vigorously performed their26obligations as class representatives to date. See Hopson v. Hanesbrands Inc., 2009 U.S. Dist.27LEXIS 33900, at *10 (N.D. Cal. Apr. 3, 2009) ( The adequacy standard is met if “(1) the class28representative and counsel do not have any conflicts of interest with other class members; and (2)-41131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page51 of 611the representative plaintiff and counsel will prosecute the action vigorously on behalf of the2class”). Consequently, Plaintiffs have met the requirements of Rule 23(a).3h.Rule 23(b)(3) requires that “the questions of law or fact common to class4members predominate over any questions affecting only individual members, and that a class is5superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed.6R. Civ. P. 23(b)(3).7i.Plaintiffs’ evidence to date, including the Expert Reports of Edward E.8Leamer, Ph.D. (Dkt. Nos. 190, 249, 418-4, 457), the Expert Report of Kevin F. Hallock, Ph.D.9(Dkt. No. 418-3), and other evidence submitted to the Court, shows common questions associated10with Defendants’ alleged anticompetitive conduct, and that the Class-wide impact of their11agreements predominate over any individualized questions.12j.Rule 23(b)(3) also requires that “ the court find[] . . . that a class action is13superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed.14R. Civ. P. 23(b)(3). This requirement is broken down into non-exclusive factors that include:15“(A) the class members’ interests in individually controlling the prosecution or defense of16separate actions; (B) the extent and nature of any litigation concerning the controversy already17begun by or against class members; (C) the desirability or undesirability of concentrating the18litigation of the claims in the particular forum; and (D) the likely difficulties in managing a class19action. Fed. R. Civ. P. 23(b)(3)(A)-(D). A class action is the superior method for managing20litigation where common issues will reduce litigation costs and promote greater efficiency, and21where no realistic alternative to class resolution exists. Valentino v. Carter-Wallace, Inc., 97 F.3d221227, 1234-35 (9th Cir. 1996). This superiority inquiry requires a comparative evaluation of23alternative mechanisms of dispute resolution. Hanlon, 150 F.3d at 1023. Given the complexity24of the case, the first and third factors favor class adjudication. There is little incentive to generate25the costly and time-consuming expert evidence needed to assert the claims at issue here in an26individual action. The second factor favors class adjudication because the litigation regarding the27nationwide Class claims have already been concentrated in this Action. The fourth factor2823(b)(3)(D) is not at issue because if the Settlements are finally approved there will be no trial as-51131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page52 of 611to the liability of the Settling Defendants, Amchem, 521 U.S. at 620; Hanlon, 150 F.3d at 1019-222. In any case, Class adjudication of this matter is clearly more efficient and manageable than3the alternative consisting of thousands of individual lawsuits or no rights being vindicated at all4due to the high costs of prosecuting these types of claims. Consequently, Plaintiffs have met the5requirements of Rule 23.68.The Court hereby appoints Michael Devine, Siddharth Hariharan, Mark Fichtner,7Brandon Marshall, and Daniel Stover as Class Representatives. By Order dated April 5, 2013, the8Court confirmed as final its appointment of Lieff, Cabraser, Heimann & Bernstein LLP and the9Joseph Saveri Law Firm, Inc. as Co-Lead Class Counsel, and appointed Berger & Montague, P.A.10and Grant & Eisenhofer, P.A. as Class Counsel.11Notice to Class Members129.The Court approves the Notices of Pendency and Proposed Settlement of Class13Action (the “Settlement Notices”), and finds that the dissemination of the Notice substantially in14the manner and form set forth in the Settlement Agreements complies fully with the requirements15of Federal Rule of Civil Procedure 23 and due process of law, and is the best notice practicable16under the circumstances.1710.The notice procedures set forth in the Settlement Agreements are hereby found to18be the best practicable means of providing notice of the Settlement Agreements under the19circumstances and, when completed, shall constitute due and sufficient notice of the proposed20Settlement Agreements and the Final Approval Hearing to all persons affected by and/or entitled21to participate in the Settlement Agreements, in full compliance with the applicable requirements22of Federal Rule of Civil Procedure 23 and due process.23Administration of the Settlement Fund2411.The Court hereby appoints the claims administrator proposed by the Plaintiffs,25Heffler Claims Group (the “Claims Administrator”). Consistent with the Settlement Agreement,26the responsibilities of the Claims Administrator shall include: (a) establishing a post office box27for purposes of communicating with Class members, including receiving any objections;28(b) disseminating the Notice to the Class; (c) developing and launching a website to enable Class-61131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page53 of 611members to access relevant documents; (d) receiving and maintaining documents sent from Class2members relating to claims administration and requests for exclusion; (e) in connection with3Class Counsel, establishing protocols and procedures for processing Claim Forms; (f) handling4withholding, reporting, payment, dissemination of forms, and other aspects of Settlement5administration relating to all applicable taxes as set forth in the Settlement Agreements; and6(g) distributing Settlement checks to Class members. Pursuant to the Settlement Agreements, the7costs of the Settlement Administrator’s services and all other reasonable costs of Settlement8administration shall be paid out of the Settlement Fund, subject to Court review and approval,9with certain notice and administration costs incurred prior to the Effective Date advanced by10Pixar and/or Lucasfilm as provided in the Settlement Agreements.1112.All funds held by the Escrow Agent (Citibank, N.A.) after the Effective Date of12the Settlements as defined in the Settlement Agreements shall be deemed and considered to be in13custodia legis, and shall remain subject to the jurisdiction of the Court, until such time as such14funds shall be distributed (or returned to Intuit, Pixar, and Lucasfilm) pursuant to the Settlement15Agreement and further order(s) of the Court.1613.The Settlement Fund, to be held at Citibank, N.A., shall be established as a17fiduciary account and administered in accordance with the provisions of the Settlement18Agreements. The Court approves the establishment of the escrow account under the Settlement19Agreements as a qualified settlement fund (“QSF”) pursuant to Internal Revenue Code Section201.468B-1 and the Treasury Regulations promulgated thereunder, and retains continuing21jurisdiction as to any issue that may arise in connection with the formation and/or administration22of this QSF.2314.No later than twenty (20) days from the date of this Order preliminarily approving24the Settlements, each Defendant in the Action shall cause to be delivered to the Claims25Administrator in an electronic database format, from the information in their human resources26databases, for the Class period, the full legal name, social security number, all known email27addresses, last known physical address, dates of employment in that Defendant’s job titles28identified in Exhibit C to the Settlement Agreement or, if a job title is not available in the-71131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page54 of 611Defendant’s human resources databases, dates of employment in any position,, and associated2base salary by date and, to the extent reflected in the human resources database, relevant job title3identified in Exhibit C of each Class Member who was employed by that Defendant.415.No later than fourteen (14) days after receiving from all Defendants the5information in paragraph 14, the Claims Administrator shall cause the Settlement Notice to be6mailed by first-class mail, postage prepaid, and/or emailed to Class Members and potential Class7Members pursuant to the procedures described in the Settlements, and to any potential Class8Member who requests one; and, in conjunction with Class Counsel, shall cause a case-specific9website to become operational with case information, court documents relating to the Settlement,10the Notice, and electronic claim filing capability. At least thirty days prior to the Final Approval11Hearing, the Claims Administrator shall file with the Court an Affidavit of Compliance with12Notice Requirements.1316.All costs incurred in disseminating Notice and administering the Settlement shall14be paid from the Settlement Fund pursuant to the Settlement Agreement, with certain notice and15administration costs incurred prior to the Effective Date advanced by Pixar and/or Lucasfilm as16provided in the Settlement Agreement.1717.The Claim Forms attached to the Settlement Agreements satisfy the requirements18of due process and of the Federal Rules of Civil Procedure and, accordingly, are approved for19dissemination to the Class in a substantially similar format.20Responses by Class Members and the Scheduling of a Final Approval Hearing2118.Class Members will have until forty-five (45) days from the date the Notice period22begins (established by the first day upon which the Claims Administrator provides mail and e-23mail Notice to Class Members [“Notice date”]) to opt-out (the “Opt-Out Deadline”) of the24proposed Settlement.2519.Any Class Member who wishes to be excluded (opt out) from the Settlement Class26must send a written Request for Exclusion to Class Counsel on or before the close of the Opt-Out27Deadline. Members of the Settlement Class may not exclude themselves by filing Requests for28Exclusion as a group or class, but must in each instance individually and personally execute a-81131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page55 of 611Request for Exclusion. Class Members who exclude themselves from the Settlement Class will2not be eligible to receive any benefits under the Settlement, will not be bound by any further3orders or judgments entered for or against the Settlement Class, and will preserve their ability4independently to pursue any claims they may have against Intuit, Pixar, and Lucasfilm.5620.Class Counsel shall file their motion for payment of costs, and for Plaintiff ServiceAwards, no later than thirty-one (31) days from the Notice date.2721.All Class Members who did not properly and timely request exclusion from the8Settlement Class shall, upon entry of the Final Approval Order and Judgment, be bound by all the9terms and provisions of the Settlement Agreement, including the Release provisions, whether or10not such Class Member objected to the Settlement and whether or not such Class Member applied11for or received consideration under the Settlement Agreement.1222.A final hearing on the Settlement Agreement (“Final Approval Hearing”) shall be13held before the Court at __:__ a.m./p.m. on _____________, 2014, in Courtroom __ of the14Northern District of California, 280 South 1st Street, San Jose, CA 95113. Such hearing shall be15at least 90 days from the completion of notice pursuant to the Class Action Fairness Act.1623.At the Final Approval Hearing, the Court will consider (a) the fairness,17reasonableness, and adequacy of the partial Settlement Agreements and whether the Settlement18Agreements should be granted final approval by the Court; (b) approval of the proposed Plan of19Allocation; and (c) entry of a Final Approval Order and Judgment including the Settlement20Release. Class Counsel’s application for payment of costs, and request for the Court to approve21service awards to the named Plaintiffs, shall also be heard at the time of the hearing.2224.The date and time of the Final Approval Hearing shall be subject to adjournment23by the Court without further notice to the Class Members, other than that which may be posted by24the Court. Should the Court adjourn the date for the Final Approval Hearing, such adjournment25shall not alter the deadlines for mailing of the Notice, nor the deadlines for submissions of2627282While the Notice shall advise the Class of the percentage(s) of the fund(s) that Class Counsellater may request as attorneys’ fees, the Court is advised that Class Counsel do not presently seekpayment of any fees in connection with the Settlements. Class Counsel may file a motion forattorneys’ fees at a later date.[PROPOSED] ORDER GRANTING-91131740.5PRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page56 of 611settlement objections, claims, requests for exclusion, or notices of intention to appear at the Final2Approval Hearing unless those dates are explicitly changed by subsequent Order.325.Any Class Member who did not elect to be excluded from the Class may, but need4not, enter an appearance through his or her own attorney. For Settlement purposes, Class Counsel5will continue to represent Class Members who do not timely object and do not have an attorney6enter an appearance on their behalf.726.Any Class Member who did not elect to be excluded from the Class may, but need8not, submit comments or objections to (a) the Settlement Agreement, (b) entry of a Final9Approval Order and Judgment approving the Settlement Agreement, (c) Class Counsel’s10application for payment of costs and anticipated application for fees, and/or (d) service award11requests, by mailing a written comment or objection to the addresses provided by the Claims12Administrator in the Notice.1327.Any Class Member making an objection (an “Objector”) must sign the objection14personally, even if represented by counsel, and provide the Class Member’s name and full15residence or business address and a statement signed under penalty of perjury that the Class16Member was an employee and member of the Settlement Class. An objection must state why the17Objector objects to the Settlement Agreement and provide a basis in support, together with any18documents such person wishes to be considered in support of the objection. If an Objector intends19to appear at the hearing, personally or through counsel, the Objector must include with the20objection a statement of the Objector’s intent to appear at the hearing. The objection must also21contain a detailed list of any other objections by the Objector, as well as by the Objector’s22attorney, to any class action settlements submitted to any court in the United States in the23previous five years.2428.Objections, along with any statements of intent to appear, must be postmarked no25later than forty-five days from the Notice date, and mailed to the addresses provided by the26Claims Administrator in the Notice. If counsel is appearing on behalf of more than one Class27Member, counsel must identify each such Class Member and each such Class Member must have28complied with this Order.- 10 1131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page57 of 61129.Only Class Members who have filed and served valid and timely objections2accompanied by notices of intent to appear shall be entitled to be heard at the Final Approval3Hearing. Any Class Member who does not timely file and serve an objection in writing in4accordance with the procedure set forth in the Notice and mandated in this Order shall be deemed5to have waived any objection to (a) the Settlement Agreements; (b) entry of a Final Approval6Order and Judgment; (c) Class Counsel’s application for payment of costs and anticipated request7for fees; and (d) service award requests for the named Plaintiffs, whether by appeal, collateral8attack, or otherwise.91030.Class Members need not appear at the hearing or take any other action to indicatetheir approval.1131.Upon entry of the Final Approval Order and Judgment, all Class Members who12have not personally and timely requested to be excluded from the Class will be enjoined from13proceeding against Intuit, Pixar, and Lucasfilm and all other Released Parties with respect to all14of the Released Claims, consistent with the Settlement Agreements.1532.1617The schedule by which the events referenced above shall occur is as follows:EventDateNotice of Class Action Settlements to BeMailed and Posted on InternetWithin 14 days of receipt from all Defendantsof information in Paragraph 13Class Counsel Motion for Costs, and Motionfor Plaintiffs’ Service Awards3To be completed 31 days from Notice DateOpt-Out and Objection Deadline45 days from Notice DatePostmark/Filing Deadline for Filing Claims120 Days from Notice Date23Claims Administrator Affidavit of Compliancewith Notice RequirementsTo be filed 30 days prior to the Final ApprovalHearing24Motions for Final ApprovalTo be filed 21 days prior to Final ApprovalHearing1819202122252627283As indicated in footnote 1, supra, Class Counsel may at a later date file an application forattorneys’ fees in the amount set forth in the Notice to be disseminated to the Settlement Classaccording to the schedule set forth here.[PROPOSED] ORDER GRANTING- 11 1131740.5PRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page58 of 61123Replies in Support of Motions for FinalApproval, Attorneys’ Fees and Costs, andService Awards to Be Filed by Class CounselTo be filed 7 days prior to Final ApprovalHearingFinal Approval Hearing________________, 2014433.5678for any actions required to effectuate or enforce the Settlement Agreements, or matters related tothe Settlement Fund, including applications for attorneys’ fees, payment of costs, and serviceawards to Class Representatives.34.91011121314151617181920232425262728In the event the Settlement Agreements and the proposed Settlements areterminated pursuant to the applicable provisions of the Settlement Agreement, the SettlementAgreements and all related proceedings shall, except as expressly provided in the SettlementAgreements, become void and shall have no further force or effect, and Class Plaintiffs shallretain all of their current rights against Intuit, Pixar, and Lucasfilm and any other Released Party,and Intuit, Pixar, and Lucasfilm and any other Released Parties shall retain any and all of theircurrent defenses and arguments thereto so that the Settling Parties may take such litigation steps(including without limitation opposing class certification, serving expert reports, deposingexperts, and filing motions) that the Settling Parties otherwise would have been able to takeabsent the pendency of this Settlement. These Actions shall thereupon revert forthwith to theirrespective procedural and substantive status prior to July 12, 2013 and shall proceed as if theSettlement Agreements had not been executed.35.2122All further proceedings as to Intuit, Pixar, and Lucasfilm are hereby stayed, exceptNeither this Order nor the Settlement Agreements, nor any other Settlement-related document nor anything contained or contemplated therein, nor any proceedingsundertaken in accordance with the terms set forth in the Settlement Agreements or herein or inany other Settlement-related document, shall constitute, be construed as or be deemed to beevidence of or an admission or concession by Intuit, Pixar, and/or Lucasfilm as to (a) the validityof any claim that has been or could have been asserted against either or as to any liability byeither as to any matter encompassed by the Settlement Agreements or (b) the propriety ofcertifying any litigation class against Intuit, Pixar, and/or Lucasfilm.- 12 1131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHKCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page59 of 611Dated: __________, 20132LUCY H. KOHUnited States District Judge345678910111213141516171819202122232425262728- 13 1131740.5[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVALMaster Docket No. 11-CV-2509-LHK Document503-1 Fi|edO9/21/13 Page6O of 61EXHIBIT Lodged with the CourtCase5:11-cv-02509-LHK Document503-1 Filed09/21/13 Page61 of 61ATTACHMENT 1Lodged with the CourtCase5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page2 of 53SETTLEMENT AGREEMENTTHIS SETTLEMENT AGREEMENT (the “Settlement Agreement” or “Settlement”) ismade and entered into on September 20, 2013, by and between (a) Defendant Intuit Inc.(“Intuit”) on the one hand and (b) Siddharth Hariharan, Mark Fichtner, Brandon Marshall, DanielStover, and Michael Devine (the “Named Plaintiffs”) individually and the Class of individualsthey seek to represent (the “Settlement Class” or “Class,” defined below), on the other hand.Intuit and the Named Plaintiffs are collectively referred to hereinafter as the “Settling Parties.”WHEREAS, Plaintiffs are five named plaintiffs and a putative class of certain presentand former employees in the action captioned In re High-Tech Employee Antitrust Litigation, 11CV-02509 LHK (the “Action”) pending against Adobe Systems, Inc., Apple Inc., Google Inc.,Intel Corp., Intuit Inc., Lucasfilm Ltd., and Pixar (collectively, the “Defendants”) in the UnitedStates District Court for the Northern District of California (the “Court”);WHEREAS, on September 13, 2011, the Named Plaintiffs filed a ConsolidatedAmended Complaint that alleges, among other things, that Defendants entered into agreementswith each other and with unnamed co-conspirators not to recruit or hire each other’s employeesin violation of federal and state antitrust and unfair competition laws;WHEREAS, the Consolidated Amended Complaint further alleges, among other things,that, as a result of the agreements, Defendants undercompensated Plaintiffs and deprived them ofcareer opportunities;WHEREAS, the Consolidated Amended Complaint asserts claims under federal andstate antitrust and unfair competition laws and seeks recovery of, among other things, unpaidcompensation, interest, treble damages, costs and attorneys’ fees;1Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 11-CV-02509 LHK Document502?1 Fi|edO9/21/13 Page3 of 53WHEREAS, Intuit denied and continues to deny the allegations made by Plaintiffs in theConsolidated Amended Complaint and during the litigation, that it engaged in any wrongdoingof any kind, or that it violated or breached any law, regulation or duty owed to the Plaintiffs, andfurther denies that is liable or owes any form of compensation or damages to anyone with respectto the alleged facts or causes of action asserted in the litigation;WHEREAS, Intuit is entering the Settlement on the terms set forth in this Agreementsolely to avoid the risks, burdens, distractions, expense, uncertainties and diversion of resourcesfrom continued litigation;WHEREAS, the Settling Parties have engaged in over two years of costly and hard-fought litigation, conducted broad, extensive, and thorough discovery related to both classcerti?cation and the merits after the Court lifted a discovery stay in January 2012, and disputedand contested the major factual and legal contentions of the instant action including throughextensive motion practice;WHEREAS, based on its analysis of the merits of the claims and the impact of theSettlement on the Named Plaintiffs and the Class and an evaluation of a number of factorsincluding the substantial risks of continued litigation and the possibility that the litigati.on if notsettled now might not result in any recovery whatsoever for the Class or might result in arecovery that is less favorable to the Class, Class Counsel believe that it is in the interest of allmembers of the Settlement Class to resolve ?nally and completely the potential claims of theClass Members against Intuit and that the terms of the Settlement Agreement are in the bestinterests of the Class and are fair, reasonable, and adequate;WHEREAS, the Settling Parties have engaged in substantial arm's-length negotiations inan effort to resolve all claims that have been, or could have been, asserted in the Action,2Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 11-CV-02509 LHK Document502?1 Fi|edO9/21/13 Page4 of 53including through mediation with David A. Rotman of the ?rm of Gregorio, Haldeman Rotman, and numerous additional conferences where the terms of the agreement detailed hereinwere extensively debated and negotiated,_NOW, THEREFORE, in consideration of the promises, agreements, covenants,representations, and warranties set forth herein, and other good and valuable considerationprovided for herein, the Parties agree to a ?ill, ?nal and complete settlement of the Action on thefollowing terms and conditions:I. GENERAL TERMS OF THE SETTLEMENT AGREEMENTA. De?nitionsIn addition to terms identi?ed and de?ned elsewhere in this Settlement Agreement, andas used herein, the terms below shall have the following meanings:1. ?Action? means the lawsuit ?led in the Northern District of California, andcaptioned, In re High-Tech Employee Antitrust Litigation, 11-CV-02509 LHK.2. ?Attomeys? Fees and Expenses" means the settlement amounts approved by theCourt for payment to Class Counsel, including attorneys? fees, costs, and litigation expenses,plus accrued interest as described in Section herein.3. Notice? refers to the notice requirements imposed by 28 U.S.C.17l5(b).4. ?Claims Administrator? means the entity which has been designated to providenotice to the Class and administer the Settlement Fund pursuant to Section II.A below and ordersof the Court.5. ?Claim Form? means the form for a Class Member to submit a claim for an awardfrom the Settlement Fund attached as Exhibit A. The Claim Form must be submitted, either3Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High?Tech Employee Antitrust Litigation, 11-CV-02509 LHK Document502?1 Fi|edO9/21/13 Page5 of 53manually or by electronic means, by any eligible Class Member to the Claims Administrator aspart of the claims process.6. ?Claimant? means a Class Member who has submitted a timely and proper ClaimForm.7. ?Class Counsel? means. the law ?rms of Lieff Cabraser Heimann Bernstein,LLP, the Joseph Saveri Law Firm, Inc., Berger Montague, P.C., and Grant Eisenhofer, P.A.8. ?Class Member? means any person who meets the criteria set forth in thede?nition of ?Settlement Class? below.9. ?Co-Lead Class Counsel? means the law ?rms Lieff Cabraser Heimann Bernstein, LLP and the Joseph Saveri Law Firm, Inc., which have been appointed as such by theCourt?s Order Granting In Part and Denying in Part Motion for Class Certi?cation, enteredApril 5, 2013 (Dkt.3 83).10. ?Consolidated Amended Complaint? means the Consolidated AmendedComplaint filed in the Action on September 13, 2011.1. ?Court? means the United States District Court for the Northern District ofCalifornia.12. ?Defendants? mean Adobe Systems Inc., Apple Inc., Google Inc., Intel Corp.,Intuit Inc., Lucas?lm, Ltd., and Pixar.13. ?Effective Date? is the -effective date of the Settlement, as defmed in Sectioninfra.14. ?Escrow Agent? means Citibank, N.A., which, assuming it agrees to do so, shallenter an agreement to carry out the tasks more fully detailed in the Escrow Agreement, includingto receive, hold, invest, and disburse the Settlement Fund, subject to the direction of the Claims4Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, I1-CV-02509 LHK Document502?1 Fi|edO9/21/13 Page6 of 53Administrator. The Parties may replace Citibank, N.A. with another mutually agreeable?nancial institution.15. ?Final Approval? means the date on which the Court grants ?nal approval of theSettlement pursuant to Federal Rule of Civil Procedure 23(e).16. ?Final Approval Hearing? or ?Faimess Hearing? means the hearing at which theCourt will consider Plaintiffs? Motion for Judgment and Final Approval.17. ?lntuit?s Counsel? means the law firm of Jones Day.18. ?Named Plaintiffs? means Siddharth Hariharan, Mark Fichtner, BrandonMarshall, Daniel Stover, and Michael Devine.19. ?Notice? means the Notice of Class Action attached as Exhibit B, proposedSettlement Agreement, and Settlement Hearing, which is to be mailed, and to the extentpracticable emailed, directly to Class Members.20. ?Plaintiffs? means the Named Plaintiffs and the Settlement Class, collectively.21. ?Plan of Allocation? means the formula by which the Settlement Fund will bedistributed to Class Members as well as the timing and other aspects of the distribution attachedas Exhibit C.22. ?Preliminary Approval? means the proposed Order of the Court conditionallycertifying the Settlement Class and preliminarily approving the Settlement, the font: of Notice,the Claim Form, the Plan of Allocation, and other related matters.23. ?Released Claims? means those claims speci?ed in Section V.A. in?a.24. ?Released Parties? means Intuit and its of?cers, directors, affiliates andemployees (other than current or former Intuit employees who are members of the SettlementClass), and related entities as speci?ed in Section V.A infra.5Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re Hz'gh- Tech Employee Antitrust Litigation, I1-CV-02509 LHK Document502?1 Fi|edO9/21/13 Page? of 5325. ?Settlement,? ?Agreement,? and ?Settlement Agreement? each mean the instantsettlement terms agreed to by the Settling Parties as re?ecte.d in this Settlement Agreement.26. ?Settlement Class? or ?Class? means all natural persons who work in thetechnical, creative, and/or research and development ?elds that were employed on a salariedbasis in the United States by one or more of the following: Apple from March 2005 throughDecember 2009; Adobe from May 2005 through December 2009; Google from March2005 through December 2009; Intel from March 2005 through December 2009; Intuitfrom June 2007 through December 2009; Lucas?lm from January 2005 through December2009; or Pixar from January 2005 through December 2009 (the ?Class Period?). Excludedfrom the Class are: retail employees, corporate of?cers, members of the boards of directors, andsenior executives of all Defendants. The exact titles included in the Class (?Class Positions?) areidenti?ed in Exhibit to this Agreement and will be supplemented by the Claims Administratorif additional Lucas?lm job titles consistent with this de?nition are identi?ed.27. ?Settlement Fund? means the Eleven million 1,000,000.00) transferred byIntuit to the Escrow Agent, including all interest earned thereon, that Intuit pays to settle asdescribed in Section to be held, invested, administered, and disbursed pursuant to thisSettlement Agreement.B. Best Efforts to Effectuate the Settlement IPlaintiffs and Intuit agree to cooperate and work together in order to effectuate theSettlement, after it has received Final Approval, as set forth in Section Intuit shall have noobligation to support any motion for Preliminary or Final Approval of the Settlement or requestto certify a Settlement Class or litigation class.6Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, I1-CV-02509 LHK Document502?1 Fi|edO9/21/13 Page8 of 53II. COURT APPROVAL OF SETTLEMENT AND CLASS NOTICEA. Retention of Claims AdministratorPlaintiffs shall ?retain a Claims Administrator, which shall be responsible for the claimsadministration process, distribution to Class Members, withholding and paying applicable taxes,and other duties as provided herein. The Claims Administrator shall sign and be bound by theProtective Order entered in the Action and be required to agree in -writing in a form approved byIntuit such approval not to be unreasonably withheld, to treat information it receives or generatesas part of the claims administration process as con?dential and to use such information solely forthe purposes of notice and claims administration, and functions necessarily associated therewithor by this Agreement. The fees and expenses of the Claims Administrator shall be paidexclusively out of the Settlement Fund. In no event shall Intuit be separately responsible for feesor expenses of the Claims Administrator.B. Preliminary Approval and Notice of Settlement1. The Named Plaintiffs,. by and through Co?Lead Class Counsel, shall ?le with theCourt, after the execution of this Settlement Agreement, a motion for PreliminaryApproval of the Settlement Agreement and Exhibits thereto, which will include a ProposedPreliminary Approval Order, a proposed Notice of Proposed Settlement of Class Action Lawsuitand Fairness hearing (?Notice?), a Claim Form, and a Plan of Allocation. Intuit will thenprovide timely notice of such submission pursuant to the Class Action Fairness Act. Plaintiffswill seek conditional certi?cation of the Settlement Class under Rule 23(b)(3) of the FederalRules of Civil Procedure.2. In the event that the Court preliminarily approves the Settlement Agreement, Co-Lead Class Counsel shall, in accordance with Rule 23(c)(2) of the Federal Rules of Civil7Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, LHK Document502?1 Fi|ed09/21/13 Page9 of 53Procedure, direct the Claims Administrator approved by the Court to provide the Class withNotice as ordered by the Court.3. If the Court denies the motion for preliminary approval the case will proceed as ifno settlement has been attempted, and the Settling Parties shall be returned to their respectiveprocedural postures, status quo as of July 27, 2013, so that the Settling Parties may take suchlitigation steps (including without limitation opposing class certi?cation, providing expertreports, deposing experts, and ?ling motions) that Plaintiffs or Intuit otherwise would have beenable to take absent the pendency of this Settlement. Intuit expressly retains the right to contestwhether this case should be maintained as a class action and/or collective action and to contestthe merits of the claims being asserted by Plaintiffs in this Action. In the event the Settlementdoes not obtain preliminary approval, the Parties will negotiate and submit for Court approval acase schedule which shall, among other things, propose dates for completion of classcerti?cation and merits discovery and the ?ling of motions (and oppositions thereto), includingwithout limitation Plaintiffs? pending motion for class certi?cation under Fed. R. Civ. P. 23.4. Within twenty (20) days a?er the date of the Preliminary Approval order, Intuitshall provide to the Claims Administrator, in an electronic database format, .from the informationcurrently in its human resources databases, for the period of June 1, 2007 through December 31,2009, the full legal name, social security number, all known email addresses, last known physicaladdress, dates of employment in Intuit job titles identi?ed in Exhibit D, and associated basesalary by date and job title of each Settlement Class Member employed or previously employedby Intuit. The Claims Administrator shall utilize Class Members? information provided by Intuitsolely for purposes of effectuating Notice and administering the Settlement Fund, includingwithholding taxes, and shall keep the information con?dential, including from Class Counsel.8Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 1 I-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page1_O of 535. The Claims Administrator shall provide Notice pursuant to the timing and termsof this Settlement Agreement and exhibits thereto. The Settling Parties- intend that the ClaimsAdministrator provide actual notice to each Class Member, to the extent practicable and thatemail notice be used where practicable. Notice shall be sent to all Settlement Class Membersand potential Settlement Class Members identi?ed using the data provided by Intuit and otherdefendants at approximately the same time, and shall not be sent to current or former employeesof Intuit sooner than to the employees of non-settling defendants. The Claims Administratorshall ensure that Notice is mailed and posted on the Internet within 1-4 days of receipt of allDefendants? employee information.C. ObjectionsObjections to the Settlement, if any, must be submitted in writing, and must include adetailed description of the basis of the objection. Objections must be ?led with the Court, withcopies served on Co-Lead Class Counsel and Intuit?s Counsel, postmarked on or before forty-?ve (45) days after the Notice was initially mailed to Class Members. No one may appear at theFinal Approval Hearing for the purpose of objecting to the Settlement Agreement without ?rsthaving ?led and served his or her objection(s) in writing postmarked on or before forty-?ve (45)days alter the Notice was mailed to Class Members.D. Class Member Opt-OutAny Class Member may request exclusion from the Settlement Class by ?opting out.?Class Members who wish to opt out of the Settlement Class must timely submit to the ClaimsAdministrator a request for exclusion. To be effective, such requests for exclusion must state:the Settlement Class Member?s full legal name and address; the dates of his or her employmentwith any of the Defendants; and a recitation of the following statement: want to be excluded9Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 1 I LHK Document502-1 Fi|ed09/21/13 Pagell of 53from the High-Tech Employee Antitrust Litigation class action settlement with Intuit Inc. Iunderstand that this means will not be able to get any money or bene?ts from the settlementwith Intuit in this case.? All requests for exclusion must be signed and dated by the SettlementClass Member or his or her legal representative, and be (I) mailed to the Claims Administratorvia First Class United States Mail and postmarked by a date certain to be specified on the Notice,which will be 45 calendar days after the Claims Administrator makes the initial mailing of theNotice or (2) received by the Claims Administrator by that date, provided, however, that if aClass Member mails the Opt-Out Statement pursuant to option (1), it will be effective only ifreceived by the Claims Administrator on or before 10 calendar days after the end of ?the Opt-OutPeriod. The end of the ?Opt-Out Period? shall be 45 calendar days after the ClaimsAdministrator makes the initial mailing. The Claims Administrator shall provide to -all counselfor the Settling Parties all opt.-out statements that are timely received and shall prepare asummary of the opt outs to be filed with the Court. Individuals who opt out are not entitled toany monetary award under this Settlement Agreement.E. Final Approval1. The Final Approval Hearing shall" be at least 95 days from the date of the motionfor preliminary approval to allow Intuit to complete its obligations under the Class ActionFairness Act.2. Prior to the Final Approval Hearing, on the date set by the Court, the Plaintiffs,through Co-Lead Class Counsel, shall submit a motion for ?nal approval of the Settlement by theCourt and shall seek entry of an order and ?nal judgment between the Settling Parties andSettlement Class Members who are not properly excluded as provided herein:10Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High?Tech Employee Antitrust Litigation, I1-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page12 of 53a. ?nding the Settlement Agreement and its terms to be fair, reasonable andadequate within the meaning of Rule 23(e) of the Federal Rules of Civil Procedure and directingits consummation pursuant to its terms;b. ?nding that the Notice given constitutes due, adequate and suf?cientnotice, and meets the requirements of due process and any applicable laws;c. providing for service payments from the Settlement Fund (as de?ned inSection VI herein) to the Named Plaintiffs in addition to whatever monies each will receive fromthe Settlement Fund pursuant to the Court-approved Plan of Allocation;d. providing for payment of Attorneys? Fees and Expenses from theSettlement Fund (as provided in Section VII.A herein);setting forth the method for allocating theSettlement Fund (set forth in the Plan of Allocation attached as Exhibit e. directing that the Action be dismissed with prejudice as against Intuit and,except as provided for herein, with-out costs to the Settling Parties;f. approving the release of claims speci?ed herein as binding and effectiveas to the Named Plaintiffs and all Settlement Class Members (who are not otherwise properlyexcluded as provided herein) permanently barring and enjoining the Named Plaintiffs andSettlement Class Members (who are not otherwise properly excluded as provided herein) fromasserting any Released Claims (as de?ned in Section V.A herein);g. reserving exclusive and continuingjurisdiction over the SettlementAgreement, including the Settlement Fund (as de?ned in Section herein) and theadministration, consummation and interpretation of this Settlement Agreement; andh. directing that order and ?nal judgment of dismissal be entered as betweenthe Settling Parties in the Action.1 1Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, LHK Document502-1 Fi|ed09/21/13 Page13 of 533. If so required by the Court in connection with Final Approval of the Settlement,the Settling Parties agree to accept non-mat.erial and procedural changes to this SettlementAgreement. However, they are not obligated to accept any changes in the monetary amount ofrelief or any other substantive change to their respective obligations, except that, as set forth inSection rejection of the Plan of Allocation shall not be a basis to terminate thisSettlement, and the Settling Parties agree to accept any changes to the Plan of Allocationrequired by the Court.4. The Claims Administrator?s affidavit of compliance with Notice requirementsmust be ?led 30 days prior to the Final Approval Hearing.F. Effective Date of the SettlementThe Settlement shall become ?nal and effective upon the occurrence of all of thefollowing (?Effective Date?):1. Intuit has not availed itself of any right to terminate the Settlement Agreementpursuant to Section herein;2. The Settlement receives ?nal approval by the Court as required by Rule 23(e) ofthe Federal Rules of Civil Procedure;3. As provided for in Section II.E herein, entry is made of the order and finaljudgment with prejudice with respect to the Released Claims against Intuit and Released Parties;and4. Completion of any appea1(s) from the Court?s order ?nally approving theSettlement under Rule 23(e) of the Federal Rules of Civil Procedure 23(e) (including any suchapproval on remand from a decision of an appeals. court), or at the time for any such appeals tohave lapsed, provided, however, a modification or reversal on appeal -of any amount of the fees12Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High- Tech Employee Antitrust Litigation, LHK Document502-1 Fi|ed09/21/13 Page14 of 53and expenses awarded by the Court from the Settlement Fund, the amount of any service awardsto the Plaintiffs or the Plan of Allocation shall not by itself prevent this Settlement ?ombecoming ?nal and effective if all other aspects of the ?nal judgment have been af?rmed. Anappeal from approval of this Settlement and ?nal judgment is deemed no longer subject tofurther appeal or review by certiorari the later of the day that is 90 days after resolution by theappellate court of last resort to which such appeal has been taken, or 90 days after the entry ofthe order denying discretionary review.CONSIDERATION FOR SETTLEMENTA. Monetarv Settlement Fund1. Subject to the provisions hereof, and in full, complete and ?nal settlement andrelease of all Released Claims against Intuit and the Released Parties in the Action, any claim forAttorneys? Fees and Expenses, administrative costs, and any and all amounts to be paid to ClassMembers, within forty??ve (45) days of the execution of this Settlement Agreement or ten (10)days from the date of the Court?s grant of Preliminary Settlement Approval, whichever comesfirst, Intuit shall deposit or cause to be deposited by wire transfer to the Escrow Agent approvedby the court Eleven Million Dollars payable in lawful money of the United States1,000,000.00) (?the Settlement Fund?). Under no circumstances shall Intuit or any ReleasedParty be required to pay more than Eleven Million Dollars payable in lawful money of theUnited States 1,000,000.00) for any reason under the Agreement. No portion of theSettlement Fund will revert to Intuit unless the Settlement is terminated pursuant to Sectionor is not ?nally approved or does not become effective for any reason.2. The Settlement Fund will be placed in an interest?bearing account (the?Account-?) created by order of the Court intended to constitute a ?quali?ed settlement fund?13Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, I1-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page15 of 53within the meaning of Section l.468B-1 of the Treasury Regulations (?TreasuryRegulations?) promulgated under the U.S. I.nternal Revenue Code? of 1986, as amended (the?Code?). Intuit shall be the ?transferor? to the QSF within the meaning of Section of the Treasury Regulations with respect to the Settlement Fund or any other amounttransferred to the QSF pursuant to this Settlement Agreement. The Claims Administrator shallbe the ?administrator? of the QSF within the meaning of Section of the TreasuryRegulations, responsible for causing the ?ling of all tax returns required to be filed by or withrespect to the QSF, paying from the QSF any taxes owed by or with respect to the QSF, andcomplying with any applicable information reporting or tax withholding requirements imposedby Section of the Treasury Regulations or any other applicable law on or withrespect to the QSF. Intuit and the Claims Administrator shall reasonably cooperate in providingany statements or making any elections or ?lings necessary or required by applicable law forsatisfying the requirements for quali?cation as a QSF, including any relation-back electionwithin the meanin.g of Section of the Treasury Regulations.3. The Settling Parties, their counsel, and any Released Party shall have no liability,obligation or responsibility with respect to the investment, disbursement, or other administrationor oversight of the Settlement Fund or QSF and shall have no liability, obligation orresponsibility with respect to any liability, obligation or responsibility of the ClaimsAdministrator, Settlement Fund or QSF.4. The Settlement Fund shall constitute a special award to the Class and to any ClassMembers receiving a payment and no portion shall be considered as a payment of overtime,salary, wages, and/or compensation under the terms of any company bene?ts plan or for anypurpose except for tax purposes to the extent contemplated by Section IV.C. Any taxes due as a14Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 1 LHK Document502-1 Fi|ed09/21/13 Page16 of 53result of income earned or payments made by the Settlement Fund will be imposed upon andpaid from the Settlement Fund. Interest earned by the Settlement Fund (less any tax imposedupon such interest) shall be for the bene?t of the Class, less reasonable Attorneys? Fees andExpenses approved by the Court (and any interest awarded thereon), any Court-approved serviceaward to the Named Plaintiffs, and payment of any and all administrative or other approvedexpenses associated" with the Action or Settlement. The Settling Parties, their counsel, and anyReleased Party shall have no liability, obligation or responsibility for any such taxes, Attorneys?Fees and Expenses, service awards or for any reporting requirements relating thereto.5. Intuit?s transfer of the Settlement Fund into the Account shall constitute full andcomplete satisfaction of its obligations under this Section and any and all Released Claims.Following lntuit?s transfer of the Settlement Fund, neither Intuit nor any Released Party shallhave any liabilities, obligations or responsibilities with respect to the payment, disbursement,disposition or distribution of the Settlement Fund. The Named Plaintiffs and Settlement ClassMembers shall lo.ok solely to the Settlement Fund for settlement and satisfaction against Intuitand any Released Party of all claims that are released herein and all Attorneys? Fees andExpenses, any service awards to Named Plaintiffs, and all administrative or other costs andexpenses arising out of or related to the Action or the Settlement. The Named Plaintiffs andSettlement Class Members shall not under any circumstances be entitled to any further paymentfrom Intuit or any Released Party with respect to any claims released herein, the Action or theSettlement. In the event that the Settlement Agreement becomes ?nal and effective, payment ofthe Settlement Fund will fully satisfy any and all Released Claims. Except as provided by orderof the Court, no Named Plaintiff or Settlement Class Member shall have any interest in theSettlement Fund or any portion thereof.15Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High?Tech Employee Antitrust Litigation, 1 I -CV-02509 LHK Document502-1 Fi|ed09/21/13 Page17 of 536. Notwithstanding any effort, or failure, of the Claims Administrator or the Partie.sto treat the Account as a QSF, any tax liability, together with any interest or penalties imposedthereon, incurred by Intuit or any Released Party resulting from income earned or paymentsmade by the Account (or the receipt of any payment under this paragraph) shall be reimbursedfrom the Account in the amount of such tax liability, interest or penalties upon and inno event later than ?ve (5) days after Intuit?s or any Released Party?s written request to theClaims Administrator.B. CooperationAs additional consideration for the Settlement Agreement, Intuit agrees to the on-goingvoluntary cooperation of Intuit and, to the best of Intuit?s ability, its employees and managers inthe litigation with Plaintiffs against the non-settling Defendants, limited to the following: authenticating documents; and providing last known contact information for current orformer employees for notice or subpoena purposes to the extent consistent with California law.In addition, the Settling Parties all con?rm, and agree to so represent to the Court, that theirsettlement negotiations were at arm?s length, that there was no discussion of Class Counsel?sattorneys? fees prior to negotiating the Class relief, and that there are no commitments betweenthe Settling Parties beyond what is in this Settlement Agreement.IV. CLAIMS PROCESSA. Claims Filing Procggures.Named Plaintiffs and Class Members who do not opt out shall be entitled to submitClaim Forms to the Claims Administrator in accordance with procedures set forth on, orsubstantially equivalent to those on the Claim Form. To be eligible for an award from theSettlement Fund, Named Plaintiffs and Settlement Class Members must submit a Claim Form,16Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 1 I -C V- 02509 LHK Document502-1 Fi|ed09/21/13 Page18 of 53electronically or manually, submitted online or postmarked by the date established by the Court,but in no event later than 120 days from the issuance of Notice. The Claim Fonn must besigned, whether electronically or manually, by the current or former employee who seeks toparticipate in the settlement or someone with a legal right to act on his or her behalf.B. of Settlement Fund1. A Settlement Class Member who does not opt out pursuant to Section II.D will bedeemed eligible for a payment hereunder if and only if he or she timely executes and submitselectronically or manually in hard copy the Claim Form (in accordance with the instructions). Inthe event that a Settlement Class Member fails to timely submit the requisite Claim Form (inaccordance with the instructions), and thereafter fails to cure in a reasonably timely manner anydefects in the Claim Form, the Settlement Class Member shall forfeit any right to distributionfrom the Settlement Fund.2. Regardless of whether a Settlement Class Member timely executes or submits theClaim Form, any Settlement Class Member who does not opt out pursuant to Section II.D issubject to and bound by the releases set forth in Section V.3. Payments to Named Plaintiffs and Settlement Class Members shall not beconsidered as a payment of overtime, salary, wages and/or compensation under the terms of anycompany bene?t plan or for any purpose except for tax purposes as provided under SectionIV.C.2. The receipt of settlement payments shall not affect the amount of any contribution to orlevel of bene?ts under any company benefit plan.4. Within a reasonable time period after the deadline specified for receipt of theClaim Forms, the Claims Administrator shall render a determination as to the monetary award17Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High?Tech Employee Antitrust Litigation, 1 I LHK Document502-1 Fi|ed09/21/13 Page19 of 53that should be paid to each Claimant from the. Settlement Fund based on the methodology setforth in the Plan of Allocation.5. The Claims Administrator?s determination shall be ?nal and not subject to reviewby, or appeal to, any court, mediator, arbitrator or otherjudicial body, including withoutlimitation this Court. As will be reflected in the Final Approval Order, Class Counsel and Intuitshall have no responsibility, and may not be held liable, for any determination reached by theClaims Administrator. I6. The total amount of such awards shall not exceed the net amount of theSettlement Fund after all costs, expenses, service awards, Attorney?s Fees and Expenses, andtaxes.7. In the event monies remain as residue in the Settlement Fund following alldistribution efforts approved by the Court and payment of any taxes, Plaintiffs shall move theCourt for an order disposing of all such funds, including additional possible distributions toeligible Claimants and/or cy pres distribution as approved by the Court.C. Settlement FuI_id Di_stribution Procedures.1. AllocationThe Settling Parties agree that 15% of payments to Named Plaintiffs and SettlementClass Members are attributable to wages, 15% of such payments are attributable to lost mobilityand career opportunities, and 70% of such payments are attributable to statutory multiplierdamages and interest. The parties agree that no portion of the Settlement Fund is attributable togovernment penalties or fines.18Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re .High- Tech Employee Antitrust Litigation, I I -CV-02509 LHK Document502-1 Fi|ed09/21/13 Page20 of 532. Payment of Federal, State and Local Taxes.a. Payments to eligible Named Plaintiffs and Settlement Class Membersfrom the Account will be subject to applicable tax withholding and reporting requirements andshall be made net of all applicable employment taxes, including, without limitation, federal, stateand loc-al income tax withholding and applicable FICA taxes.b. The Claims Administrator, as administrator of the QSF, and on behalf ofthe QSF, is expected to and shall carry out all the duties and obligations of the QSF inaccordance with the Code and Treasury Regulations and all other applicable law, including inrespect of all withholding and employment taxes and all information reporting requirements withrespect thereto.c. The Claims Administrator, as administrator of the QSF, shall report thatportion of the Settlement Fund payable as wages by the QSF to each eligible Claimant and to theUnited States Internal Revenue Service and to other appropriate taxing authorities (eachof the IRS and any such other taxing authority, a ?Taxing Authority,? and collectively, ?TaxingAuthorities?) on an IRS Form W-2, or any other applicable form. Such amounts shall be subjectto applicable employment taxes and withholding taxes, as determined by the ClaimsAdministrator as administrator of the QSF making such payments.(1. The Claims Administrator shall pay from the QSF the employer?s share ofU.S. federal employment taxes imposed under Sections 3111 and 3301 of the Code includingwithout limitation the employer?s share of FICA, FUTA, Medicare and any state and local taxes,including without limitation SUTA, required to be paid by an employer on amounts treated aswages (all such U.S. federal, state and loc.al taxes, collectively the ?Employer Payroll Taxes?).19Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High?Tech Employee Antitrust Litigation, 11-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page21 of 53Neither Named Plaintiffs, their counsel, Settlement Class Members nor the Claims Administratorshall seek payment for Employer Payroll Taxes from Intuit or any Released Party.e. The Claims Administrator, as administrator of the QSF, shall report thatportion of the Settlement Fund payable by the QSF to each eligible Claimant as statutorymultiplier damages and interest to the Claimant and all applicable Taxing Authorities, to theextent required by law, under the Claimant?s name and U.S. federal taxpayer identi?cationnumber on IRS Forms 1099, or other applicable form, and such payments shall be made withoutdeduction for taxes and withholdings, except as required by law, as determined by the ClaimsAdministrator, as administrator of the QSF making such payments.f. The Claims Administrator shall be responsible to satisfy from theSettlement Fund any and all federal, state and local employment and withholding taxes,including, without limitation, federal, state and local income tax withholding, and any U.S.federal taxes including without limiation FICA, FUTA, and Medicare and any state employmenttaxes including without limitation SUTA. The Claims Administrator shall satisfy all federal,state, local, and other reporting requirements (including without limitation any applicablereporting with respect to attorneys? fees and other costs subject to reporting), and any and alltaxes, together with interest and penalties imposed thereon, and other obligations with respect tothe payments or distributions "from the Settlement Fund not otherwise addressed herein.g. The Claims Administrator shall be responsible for procuring any requiredtax forms from the Claimants prior to making any such payments or distributions.h. The Parties recognize that approximately 95% of Settlement ClassMembers did not work for Intuit.20Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 1 1-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page22 of 53i. Named Plaintiffs, individually and on behalf of the Class, and ClassCounsel and each of them acknowledge and agree that neither Intuit nor any Released Party hasprovided any advice as to taxes inc.luding the taxability of the payments received pursuant to thisAgreement. Intuit acknowledges and agrees that neither Named Plaintiffs nor Class Counsel hasprovided any advice as to the taxability of the payments received pursuant to this Agreement.V. RELEASESA. Release And Covenant Not To Sg_e_1. Upon the Effective Date, each Named Plaintiff and Settlement Class Member(who is not otherwise properly excluded as provided herein) (the ?Releasors?) shall release,forever discharge and covenant not t-o sue Intuit, its past or present parents, subsidiaries,divisions, af?liates, stockholders, of?cers, directors, insurers, employees (other than employeeswho are members of the Class), agents, attorneys, and any of their legal representatives (and thepredecessors, heirs, executors, administrators, successors, purchasers, and assigns of each of -theforegoing) (the ?Released Parties?) from all claims, whether federal or state, known or unknown,asserted or unasserted, regardless of legal theory, arising from or related to the facts, activities orcircumstances alleged in the Consolidated Amended Complaint (Dkt. 65) or any other purportedrestriction on competition for employment of Named Plaintiffs or Class Members, up to the Dateof the Settlement (the ?Released Claims?) whether or not alleged in the Consolidated AmendedComplaint (Dkt. 65). For the avoidance of doubt, this Agreement shall not be construed torelease any local, state or federal claim arising out of allegations of any product defect,discrimination, or personal or bodily injury, and shall not be construed to release any local, stateor federal claim arising out of allegations of unlaw?ll overtime or violations of ERISA or similar21Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High?Tech Employee Antitrust Litigation, 11 -CV-02509 LHK I Document502-1 Fi|ed09/21/13 Page23 of 53statute that are unrelated to the facts, activities, or circumstances alleged in the ConsolidatedAmended Complaint or to the payments or distributions made pursuant to this Settlement.2. Each Releasor expressly agrees that, upon the Effective Date, it waives andforever releases with respect to the Released Claims any and all provisions, rights and benefitsconferred by either 1542 of the California Civil Code, which reads:Section 1542. General release; extent. A general release does not extend to claimswhich the creditor does not know or suspect to exist in his favor at the time of "executingthe release, which if known by him must have materially affected his settlement with thedebtor[].or any law of any state or territory of the United States, or principle of common law, which issimilar, comparable or equivalent to 1542 of the California Civil Code.3. Named Plaintiffs, Class Counsel, Intuit, and Intuit?s counsel shall not solicit orencourage any Class Member to exclude themselves from this Settlement.B. Settlement FundNothing in this Settlement Agreement is intended to limit, reduce or affect whateverrights Named Plaintiffs or Class Members, or any of them, may have to seek damages or otherrelief in the Action or elsewhere from any person or entity other than Intuit and any ReleasedParty, to the fullest extent allowed by law. This Agreement does not settle or compromise anyclaim by the Named Plaintiffs or Class Members asserted in the Action against any Defendantother than the Intuit and any Released Party.VI. PLAINTIFF SERVICE AWARDSI At the Fairness Hearing, C.o-Lead Class Counsel will seek Court approval for serviceawards of $10,000 to each of the Named Plaintiffs for their active participation in the Action.The proposed service awards will be in addition to any monetary award to the Named Plaintiffsunder the Plan of Allocation, and are subject to Court approval. Such service awards shall be22%Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, LHK Document502-1 Fi|ed09/21/13 Page24 of 53paid by the Claims Administrator solely out of the Settlement Fund. Intuit will take no positionon the application for such service awards.These service payments shall constitute a special award to Plaintiffs receiving suchpayments and shall not be considered as a payment of overtime, salary, wages and/orcompensation to any Class Member under the terms of any company bene?t plan or for any otherpurpose except to the extent required for tax purposes. The receipt of service payments shall notaffect the amount of any contribution to or level of benefits under any company benefit plan.VII. FEES AND EXPENSES AND ADMINISTRATIVE EXPENSESA. Attorneys? Fees and Expenses1. At the Fairness Hearing, Co-Lead Class Counsel may apply to the Courtfor an award of Attorneys? Fees and Expenses incurred on behalf of the Plaintiffs and the Class.All Attorneys? Fees and Expenses and any interest due any counsel shall be payable solely out ofthe Settlement Fund in such amounts as the Court orders. Co-Lead Plaintiffs? Counsel reservethe right to make additional applications for fees, expenses and costs from the Settlement Fundincurred in subsequent case proceedings, if any. Neither Intuit nor any Released Party has anyliability or responsibility for fees, costs, or expenses, including without limitation attorneys? fees,costs, expenses, expert fees and costs or administrative fees or costs.2. Upon the Effective Date, Co-Lead Counsel and Named Plaintiffs,individually and on behalf of the Class and each individual Class Member, hereby irrevocablyand unconditionally release, acquit, and forever discharge any claim that they may have againstIntuit or any Released Party for Attorneys? Fees and Expenses or costs associated with thisAction or Class Counsel's representation of Named Plaintiffs and/or the Class.23Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High- Tech Employee Antitrust Litigation, 1 I -C V-02509 LHK Document502-1 Fi|ed09/21/13 Page25 of 533. Intuit and Intuit?s Counsel will take no position on any applications forAttorneys? Fees and Expenses by Class Counsel as provided herein.4. All Attorneys? Fees and Expenses and any interest due any counsel for thePlaintiffs or Settlement Class Members shall be payable solely out of the Settlement Fund andmay be deducted from the Settlement Fund prior to the distribution to eligible Claimants onlyafter entry of an order by the Court approving any Attorneys? Fees and Expenses. Theundersigned Co-Lead Class Counsel may withdraw from the Account and allocate amongstcounsel for the Plaintiffs the Attorneys Fees and Expenses so awarded; provided, however, thatin the event that the order approving the Attorneys? Fees and Expenses award is reversed ormodi?ed on appeal, and in the event that Co-Lead Class Counsel has withdrawn Attorneys Feesand Expenses, such Co-Lead Class Counsel shall, within ?ve (5) business days of the date whichthe Attorneys? Fees and Expenses award is modi?ed or reversed, refund to the Account theAttorneys? Fees and Expenses previously received by them in full or in any amount consistentwith such reversal or modi?cation.B. Costs of Notice and Administrati_ogAll costs of Notice and Administration shall be paid for solely by the Settlement Fund.Under no circumstances shall Intuit or any Released Party be obligated to pay for costs of Noticeor any Administrative costs.OTHER CONDITIONSA. Settlement Is Terminated or Does Not Become Effective In the event that the Settlement Agreement is terminated or does not become effective inaccordance with the terms of Attachment 1, which shall be ?led under seal with the Court as partof this Settlement, is not ?nally approved or does not become effective for any reason, Judgment24Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 11-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page26 of 53is not entered in accordance with this Agreement, .or such Judgment does not become ?nal, thenthis Settlement Agreement shall be null and void and of no force and effect, the fullSettlement Fund, including the Eleven million 1,000,000.00) transferred by Intuit and any andall interest earned thereon, shall be returned to Intuit within ten (10) business days from the datethe Settlement Agreement becomes null and void, and any release pursuant to Section herein shall be of no force or effect. In such event, the Court will enter an order d-ecertifying anyand all settlement classes, the case will proceed as .if no settlement has been attempted, and theSettling Parties shall be returned to their respective procedural postures, status quo as of July27, 2013, so that the Settling Parties may take such litigation steps (including without limitationsupporting or opposing class certi?cation, providing expert reports, deposing experts, and ?lingmotions) that Plaintiffs or Intuit otherwise would. have been able to take absent the pendency ofthis Settlement. Intuit expressly retains the right to contest whether the Action should bemaintained as a class action or collective action, and to contest the merits of the claims beingasserted by Plaintiffs. However, any reversal, vacating, or modi?cation on appeal of (1) anyamount of the fees and expenses awarded by the Court to Class Counsel, or (2) any amount ofpayments to any Named Plaintiff or Settlement Class member or (3) any determination by theCourt to award less than the amount requested in Attorneys? Fees and Expenses or serviceawards to Named Plaintiffs, or (4) any determination by the Court to modify the Plan ofAllocation, shall not give rise to any right of termination or otherwise serve as a basis fortermination of this Settlement Agreement. In the event the Settlement fails to obtain preliminaryor Final Approval because of the Plan of Allocation, the Parties agree to retain all other terms ofthe Settlement and negotiate a Plan of Allocation consistent with any applicable orders ordirections from the Court.'25Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, 1 I -CV-02509 LHK Document502-1 Fi|ed09/21/13 Page27 of 53In the event the case proceeds as provided in this Section, the Parties will negotiate andsubmit for Court approval a case schedule which shall, among other things, propose dates forcompletion of class certi?cation and merits discovery and the ?ling of motions (and oppositionsthereto), including without limitation Plaintiffs? pending motion for class certi?cation under Fed.R. Civ. P. 23.B. Preservation of RightsThe Settling Parties agree that this Settlement Agreement, whether or not it shall becomeeffective pursuant to Section II.F herein, and any and all negotiations, documents and discussionsassociated with it shall be without prejudice to the rights of any party, shall not be deemed orconstrued to be an admission or evidence of any violation of any statute or law, of any liability orwrongdoing by Intuit, any Released Party, or any other Defendant, or of the truth of any of theclaims or allegations contained in the complaints in the Action or any other pleading ordocument, and evidence thereof shall not be discoverable or used directly or indirectly, in anyway, whether in this case or any other action or proceeding. Plaintiffs shall not cite the SettlingParties? Memorandum of Understanding, this Settlement Agreement or any Motion forPreliminary or Final Approval or Order relating thereto in support of any motion or argument forcerti?cation of a litigation class against Intuit. Intuit preserves and does not waive any of itsarguments in opposition to, and all rights to oppose, certi?cation of a class in this Action or anyother action. The Settling Parties expressly reserve all of their rights and defenses if thisSettlement does not become ?nal and effective in accordance with the terms of this SettlementAgreement.26Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, I1-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page28 of 53C. Authori? to SettleClass Counsel represent and warrant that they have authority to enter into this SettlementAgreement on behalf of each of the Named Plaintiffs.D. No AssignmentCo?Lead Counsel and Named Plaintiffs represent and warrant that they have not assignedor transferred, or purported to assign or transfer, to any person or entity, any claim or any portionthereof or interest therein, including, butnot limited to-, any interest in the Action or any relatedaction.E. Binding EffectThis Settlement Agreement shall be binding upon, and inure to the bene?t of, thesuccessors and assigns of the Settling Parties and to the Released Parties. Without limiting thegenerality of the foregoing, each and every covenant and agreement herein by the NamedPlaintiffs and Class Counsel shall be binding upon all Settlement Class Members.F. Integrated AgreementThis Settlement Agreement, including attachments and exhibits, contains the entire,complete, and integrated statement of each and every term and provision of the SettlementAgreement agreed to by and among the Settling Parties. This Settlement Agreement shall not bemodi?ed in any respect except by a writing executed by the undersigned in the representativecapacities speci?ed, or others who are authorized to act in such representative capacities.G. HeadingsThe headings used in_this Settlement Agreement are intended for the convenience of the.reader only and shall not affect the meaning or interpretation of this Settlement Agreement.27Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High- Tech Employee Antitrust Litigation, 1 I V- 02509 LHK Document502-1 Fi|ed09/21/13 Page29 of 53H. No Drafting PresumptionAll counsel to all Settling Parties hereto have materially participated in the drafting ofthis Settlement Agreement. No party hereto shall be considered to be the drafter of thisSettlement Agreement or any provision hereof for the purpose of any statute, case law or rule ofinterpretation or construction that would or might cause any provision to be construed against thedra?er hereof.1. Choice of LawAll terms of this Settlement Agreement shall be governed by and interpreted according tothe substantive laws of the State of California without regard to its choice of law or con?ict oflaws principles.J. Consent to Jurisdiction and Choice of Exclusive ForumAny and all disputes arising from or related to the Settlement, the Settlement Agreement,or claims administration, .including Attorneys? Fees and Expenses must be brought by Intuit, anyReleased Party, Plaintiffs, and/or each member of the Class, exclusively in the Court. Intuit,Plaintiffs and each member of the Class hereby irrevocably submit to the exclusive andcontinuing jurisdiction of the Court for any suit, action, proceeding or dispute arising out of orrelating to this Settlement Agreement or the applicability or interpretation of this SettlementAgreement, including, without limitation any suit, action, proceeding or dispute relating to therelease provisions herein, except that this paragraph shall not prohibit any Released Partyfrom asserting in the forum in which a claim is brought that the release herein is a defense, inwhole or in part, to such claim, or in the event that such a defense is asserted in that forumand this Court determines that it cannot bar the claim, the determination of the merits of thedefense in that forum.28Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, I1-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page30 of 53K. Enforcement of SettlementNothing in this Settlement Agreement prevents Intuit or any Released Party fromenforcing or asserting any release herein, subject to the provisions of Section herein.Notwithstanding any other provision of this Settlement Agreement, this Settlement Agreementand the releases contained herein may be pleaded as a full and complete defense to any action,suit or other proceeding that has been or may be instituted, prosecuted or attempted by anyNamed Plaintiff or Settlement Class Member (who is not otherwise properly excluded asprovided herein) with respect to any Released Claims and may be ?led, offered and received intoevidence and otherwise used for such defense.L. SeverabilityIn the event any one or more of the provisions of this Settlement Agreement shall for anyreason be held to be illegal, invalid or unenforceable in any respect, such illegality, invalidity orunenforc-eability shall not affect any other provision if Intui_t"s Counsel and Class. Counselmutually agree to proceed as if such illegal, invalid, or unenforceable provision had never beenincluded in the Settlement Agreement.M. No AdmissionNothing in this Settlement Agreement shall be construed as an admission in any action orproceeding, of any kind whatsoever, civil, criminal or otherwise, before any court, administrativeagency, regulatory body or any other body or authority, present or future, by Intuit, any ReleasedParty, Plaintiffs, Class members or any of them, including without limitation that Intuit or anyReleased Party has engaged in any conduct or practices that violate any state or federal antitruststatute or other law. Intuit denied and continues to deny the allegations made by Plaintiffs in theConsolidated Amended Complaint and during the litigation, that it engaged in any wrongdoing29Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Antitrust Litigation, LHK Document502-1 Fi|ed09/21/13 Page31 of 53of any kind, or that it violated or breached any law, regulation or duty owed to the Plaintiffs, andfurther denies that is liable or owes any form of compensation or damages to anyone with respectto the alleged facts or causes of action asserted in the litigation. Plaintiffs shall not cite theSettlement Agreement in support of any motion for certi?cation of a litigation class againstIntuit.N. Iigrtion i1_1_ CounterpartsThis Settlement Agreement may be executed in counterparts. Facsimile or PDFsignatures shall be considered as valid signatures as of the date hereof, although the originalsignature pages shall thereafter be appended to this Settlement Agreement and ?led with theCourt.0. A The proposed order and ?nal judgment shall provide that any Class member that wishesto appeal the Court?s Final Approval order and final judgment, which appeal will delay thedistribution of the Settlement Agreement to the Class, shall post a bond with this Court in anamount to be determined by the Co-urt as a condition of _prosecuting such appeal.IN WITNESS WHEREOF, the Settling Parties hereto through their fully authorizedrepresentatives have agreed to this Settlement Agreement on the date first herein above written.30Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High- Tech Employee Antitrust Litigation, 11-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page32 of 53Dated: Z0, 2013Dated: September;?013ACCEPTED AND AGREED: LIEFF, CABRAS IMANN BERNSTEIN, LLP. Kelly .Dermody275 Ba cry Street, 29 FloorSan Francisco, CA 94111-3339Telephone: (415)956-1000Facsimile: (415) 956-1008JOSEPH SAVERI LAW FIRM, INC. 505 ontgomery Street, Suite 625San Francisco, CA 94111Telephone: (415) 5006800Facsimile: (415) 395-9940C?o?Lead Plairziz?fs Counsel31Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-"Tech Employee Antitrust Litigation, LHK Document502-1 Fi|edO9/21/13 Page33 of 53Dated: September E, 2013 Intuit Inc.1:Laura Fennel] Senior Vice President, General Counsel and Corporate Secretary32Class Action Settlement Agreement between Plaintiffs and Intuit Inc.In re High-Tech Employee Amimrsr Lifiga?on, I1-CV-02509 LHK Document502-1 Fi|ed09/21/13 Page34 of 53EXHIBIT ACase5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page35 of 53IN RE HIGH TECH EMPLOYEE ANTITRUST LITIGATIONUnited States District Court for the Northern District of California, San Jose DivisionMaster Docket No. 11-CV-2509-LHKCLAIM FORMPLEASE CAREFULLY READ THE ENCLOSED NOTICE BEFORE COMPLETING THIS CLAIM FORM.DEADLINE: To receive a settlement payment, you must either complete and submit a Claim Form online atwww.HighTechEmployeeSettlement.com by Month, Day, Year, or complete and return this Claim Form postmarked on orbefore Month, Day, Year, toIn re High-Tech Employee Settlement Claims Administratorc/o Heffler Claims GroupP.O. Box 58340Philadelphia, PA 19102-8340If you do not submit online or by mail a properly completed Claim Form on or before Month, Day, Year, then your claimwill be untimely and you will be precluded from any recovery of proceeds from the partial settlements with the SettlingDefendants.YOUR SHARES OF THE PARTIAL SETTLEMENTS: Your settlement shares of the partial settlement with Pixar andLucasfilm, and the partial settlement with Intuit, will be based upon the total base salary you received in a Class Positionduring the Class Period relative to other Claimants.NOTE: This Claim Form is provided to you by the Court-appointed Claims Administrator, Heffler Claims Group. Applyfor a payment from both the partial settlement with Pixar and Lucasfilm, and the partial settlement with Intuit, by usingjust one Claim Form. If you have questions about this Claim Form, contact the Claims Administrator at XXX-XXXXXXX.SECTION A: CLAIMANT INFORMATION. Please review, correct, and/or complete your contact information.Please print clearly. The address listed is where the Claims Administrator will send your Settlement check when thesettlement funds are distributed.Claim #: <> . Note This claim number is a uniqueidentifier that you can use together with your Social SecurityNumber to access and complete your claim information onlineat www.HighTechEmployeeSettlement.com.Name: <>_________________________________________Address (line 1): <>_________________________________________Address (line 2:) <>_________________________________________City, State, ZIP: <>_________________________________________Last four digits of Social Security Number <>:_________________________________________Please list any other names used while employed by aDefendant:_________________________________________If your information is different from those shown above left, print corrections on the lines to the right.If your information changes, you are responsible for updating the Claims Administrator.The following additional information will help the Claims Administrator to reach you if there are any questions or1Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page36 of 53difficulties sending you your settlement check:Daytime telephone number (with area code):_________________________________________Evening telephone number (with area code):_________________________________________Email address (at work and/or home):__________________________________________________________________________________SECTION B: YOUR ESTIMATED SETTLEMENT SHARE, DATES OF EMPLOYMENT, AND RELEVANTJOB TITLES.1. Company records show that you may have been employed by one or more of the seven Defendants in aClass Position during the Relevant Class Period as defined in the Settlement (see Question 8 of theNotice). To protect your privacy, a summary of these company records is available for you to view online at thewebsite www.HighTechEmployeeSettlement.com. Please log on to www.HighTechEmployeeSettlement.comusing your claim form number (printed on the prior page) and your Social Security Number to view or supplyyour qualifying positions and time periods covered by the Settlements as described in Question 8 of the Noticeand listed fully on the website. If you believe any of the information listed there is incorrect or incomplete, youwill have an opportunity to submit corrections online, and to upload copies of any documents (such as employeerecords, or pay stubs) supporting your correction(s).Note: If you do not submit a correction, you waive your right to challenge the information supplied to the ClaimsAdministrator and available to you online. By submitting a correction, you will authorize the Claims Administrator toreview company records and make a determination based on company records and the records you submit. Thisdetermination may increase or decrease the value of your shares of the partial settlements. All such determinations by theClaims Administrator are final and binding with no opportunity for further appeal.2. Signature. You must sign here to submit your Claim Form by mail. Claim Forms may also be submitted online withan electronic signature at www.HighTechEmployeeSettlement.com.I declare that the information set forth above regarding my employment as a Class Member is true andcorrect, to the best of my knowledge.Dated: ______________________, ______Signed: ___________________________________________QUESTIONS? If you have questions regarding this Claim Form, how to submit a claim, or the partial Settlements,please visit the website www.HighTechEmployeeSettlement.com, or contact the Claims Administrator as follows:In re High Tech Employee Litigation Settlement AdministratorHeffler Claims GroupP.O. Box 58340Philadelphia, PA 19102-8340 (888) 980-9436www.HighTechEmployeeSettlement.comPlease review your claim form to ensure that you have filled it out in its entirety.You must complete and submit your claim form online by Month, Day, Year, or mail your completed claim form to thesettlement administrator at the address provided above, postmarked no later than Month, Day, Year.IF YOUR CLAIM FORM IS SUBMITTED ONLINE AFTER MONTH, DAY, YEAR, OR POSTMARKED AFTERMONTH, DAY YEAR, YOU WILL NOT BE ENTITLED TO RECEIVE ANY SETTLEMENT PAYMENT.THE CLAIMS ADMINISTRATOR WILL NOTIFY YOU IF YOUR CLAIM FORM IS INCOMPLETE. THEREAFTERIF YOU DO NOT CURE THE DEFICIENCIES WITHIN THE TIME SET BY THE CLAIMS ADMINISTRATOR, YOUWILL NOT BE ENTITLED TO RECEIVE ANY SETTLEMENT PAYMENT.2 Document502-1 Fi|ed09/21/13 Page37 of 53EXHIBIT Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page38 of 53UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIAIf you were employed in a technical, creative, or research and development (“Technical”)position at Adobe Systems Inc., Apple Inc., Google Inc., Intel Corp., Intuit Inc., Lucasfilm,Ltd., or Pixar, Inc. during the time periods set forth below, you could get money from twodifferent class action settlements. Please read this notice carefully.A court authorized this notice. This is not a solicitation from a lawyer.•Two settlements, (1) a $9,000,000 settlement with Pixar, Inc. (“Pixar”) and Lucasfilm, Ltd. (“Lucasfilm”); and (2) an$11,000,000 settlement with Intuit Inc. (“Intuit”), have been reached in partial settlement of a class action lawsuitinvolving alleged agreements between and among several high-technology companies not to recruit or “cold-call”each other’s employees. For purposes of this notice, Pixar, Lucasfilm and Intuit are referred to collectively as the“Settling Defendants.”•The class action lawsuit claims that Pixar, Lucasfilm, Intuit, Adobe Systems Inc. (“Adobe”), Apple Inc. (“Apple”),Google Inc. (“Google”), and Intel Corp. (“Intel”) violated federal and state antitrust laws by allegedly agreeing not torecruit or “cold-call” each other’s employees. The Settling Defendants, together with Adobe, Apple, Google andIntel are referred to as the “Defendants.” Pixar, Lucasfilm and Intuit deny that they violated any antitrust laws orengaged in any wrongdoing.•You are included in the $9,000,000 partial settlement with Pixar and Lucasfilm and the $11,000,000 partialsettlement with Intuit if you were a salaried Technical Employee (as defined below) who worked in the UnitedStates for any of the Defendants during any portion of the following time periods: (a) for Apple from March 2005through December 2009; (b) for Adobe from May 2005 through December 2009; (c) for Google from March 2005through December 2009; (d) for Intel from March 2005 through December 2009; (e) for Intuit from June 2007through December 2009; (f) for Lucasfilm from January 2005 through December 2009; or (g) for Pixar from January2005 through December 2009. Excluded from the Class are: retail employees, corporate officers, members of theboards of directors, and senior executives of all Defendants. For a more complete list of job titles included in theClass, please go to www.HighTechEmployeeSettlement.com.•Please read this Notice carefully. Your legal rights will be affected whether you act or don’t act, and you have achoice to make now.SUMMARY OF YOUR LEGAL RIGHTS AND OPTIONSDO NOTHINGGet no payment. Potentially give up your rights to ever recover from the SettlingDefendants for the legal claims in this case.EXCLUDE YOURSELFGet no payment. This is the only way that you can ever be part of any other lawsuitagainst any of the Settling Defendants about the legal claims in this case.SUBMIT A CLAIMFORMThe only way to receive money from the settlements when the funds are distributed.OBJECT TO ORCOMMENT ON THESETTLEMENTWrite to the Court about why you like or do not like the settlement. You may also askto speak to the Court at the hearing on __________, 2013 about the fairness of either orboth of the settlements, though you do not have to do so. To object, you must act before__________, 2013.GO TO THE HEARINGIf you would like, you may ask to speak in Court about the fairness of one or both of thesettlements. You do not need to speak to the Court to receive benefits under either of thesettlements.•This Notice explains your legal rights and options—and the deadlines to exercise them.DC: 4966114-2QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM11132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page39 of 53••The Court in charge of this case still has to decide whether to approve the settlement. Payments will bemade if the Court approves the settlements, and after appeals, if any, are resolved, and after the Courtorders that the settlement funds be distributed. Please be patient.This is not a lawsuit against you. Your participation in this lawsuit and acceptance of money from eitheror both of the settlements will not affect your employment status.WHAT THIS NOTICE CONTAINSBASIC INFORMATION ................................................................................................................................................ PAGE _1.2.3.4.5.6.7.Why did I get this Notice?What is this lawsuit about?What is a class action and who is involved?Why are there settlements?Why are the settlements “partial” settlements?Why is the lawsuit continuing if there are settlements?What happens if Plaintiffs later reach a settlement with the Non-Settling Defendants?WHO IS IN THE PARTIAL SETTLEMENT? ................................................................................................................ PAGE _8.9.10.11.12.Am I part of these partial settlements?I’m still not sure if I am included.What are my rights as a settlement Class member?What do the partial settlements provide?How much money can I get from the settlements?THE SETTLEMENT BENEFITS ................................................................................................................................... PAGE _13. What do the partial settlements provide?14. How much money can I get from the partial settlements?SUBMITTING A CLAIM FORM ................................................................................................................................... PAGE _15. How can I get money from the partial settlements?16. When will I get my payment(s)?17. What am I giving up to get a payment(s)?THE LAWYERS REPRESENTING YOU ....................................................................................................................... PAGE _18. Who represents me in this case?19. Should I get my own lawyer?20. How will the lawyers be paid?EXCLUDING YOURSELF FROM THE PARTIAL SETTLEMENTS ................................................................................ PAGE _21. How do I get out of the partial settlements?22. If I don’t exclude myself, can I sue Lucasfilm and Pixar and Intuit for the same thing later?23. If I exclude myself, can I get money from the partial settlements?COMMENTING ON OR OBJECTING TO THE PARTIAL SETTLEMENTS ................................................................... PAGE _24. How do I tell the Court that I like or don't like a partial settlement?THE COURT'S FAIRNESS HEARING .......................................................................................................................... PAGE _25. When and where will the Court decide whether to approve the partial settlements?26. Do I have to come to the Fairness Hearing?27. May I speak at the hearing?IF YOU DO NOTHING................................................................................................................................................. PAGE _28. What happens if I do nothing at all?QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM21132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page40 of 53YOUR PRIVACY .......................................................................................................................................................... PAGE _29. Will my manager know whether or how I respond to this notice?GETTING MORE INFORMATION ............................................................................................................................... PAGE _30. Are more details about the partial settlements available?31. How do I get more information?QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM31132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page41 of 53BASIC INFORMATION1. Why did I get this Notice?You have received this Notice because Defendants’ records show you may have worked as a salaried TechnicalEmployee in one of the job positions described in Section 7 below during some or all of the following time periods: (a)for Apple from March 2005 through December 2009; (b) for Adobe from May 2005 through December 2009; (c) forGoogle from March 2005 through December 2009; (d) for Intel from March 2005 through December 2009; (e) for Intuitfrom June 2007 through December 2009; (f) for Lucasfilm from January 2005 through December 2009; or (g) for Pixarfrom January 2005 through December 2009.The Court sent you this notice because you have the right to know about two proposed partial settlements of aclass action lawsuit, and about your legal rights and options, before the Court decides whether to approve the settlements.This notice explains the lawsuit, the settlements, and your legal rights. It also explains what benefits are available, who iseligible for them, and how to obtain them. If the Court approves the partial settlements and after any objections andappeals are resolved, upon the Court’s order an administrator appointed by the Court will make the payments that thesettlement allows.The Court has preliminarily approved both settlements. If you are a Class Member, you have legal rights andoptions that you may exercise before the Court considers whether it will grant final approval to the proposed partialsettlements at the “Fairness Hearing.” The Fairness Hearing is to decide whether the proposed partial settlements are fair,reasonable, and provide adequate compensation and benefits to the members of the Class.If you wish to comment on (including object to) or exclude yourself from one or both of the settlements, youmust do so following the procedures described below. If you do nothing, you will be bound by any final judgment.Judge Lucy H. Koh, United States District Court for the Northern District of California, San Jose Division, is incharge of this case. The lawsuit is called In re: High-Tech Employee Antitrust Litigation, Master Docket No.11-CV-2509-LHK. The people who sued are called the Plaintiffs, and the companies they sued are called the Defendants.2. What is this lawsuit about?The lawsuit claims that Defendants entered into agreements with each other and with unnamed co-conspiratorsnot to recruit or hire each other’s employees in violation of federal and state antitrust laws. Each of the Defendants,including the Settling Defendants Lucasfilm, Pixar, and Intuit, denies that it violated any laws or engaged in anywrongdoing.Lucasfilm and Pixar have entered into one settlement agreement with Plaintiffs. Intuit has entered into a separatesettlement agreement with Plaintiffs. The Defendants other than Lucasfilm, Pixar and Intuit have not entered into anysettlements. Those Defendants are referred to as the “Non-Settling Defendants.”To obtain more information about the claims in this lawsuit, you can view the complaint and other courtdocuments in this case at www.HighTechEmployeeSettlement.com.3. What is a class action and who is involved?In a class action lawsuit, one or more people called “Named Plaintiffs” or “Class Representatives” sue on behalfof other people who have similar claims. The people with similar claims together are a “Class” and are called “ClassMembers.” In a class action, the court resolves the issues for all Class Members, except for those who excludethemselves from the Class. The Court appointed Named Plaintiffs Siddarth Hariharan, Mark Fichtner, Brandon Marshall,Daniel Stover, and Michael Devine as Class Representatives in this case.4. Why are there settlements?The Court has not found in favor of Plaintiffs or Defendants. While the lawsuit is still pending before the UnitedStates District Court, the Plaintiffs and the Settling Defendants have agreed to settlements which, if they are approved,will bring the claims against Pixar, Lucasfilm, and Intuit to an end. That way, the Plaintiffs and Settling Defendants avoidthe uncertainty of continuing the case between them, and avoid the cost of further litigation, and Class Members will getthe benefits of the settlements. The Class Representatives and their attorneys think the settlements are best for everyonewho allegedly was harmed by Pixar’s, Lucasfilm’s, and Intuit’s alleged agreements not to compete for employees.QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM41132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page42 of 535. Why are the settlements “partial” settlements?Although the settlements with Lucasfilm, Pixar, and Intuit fully resolve the Class Members’ claims against themas described in Question 16, the settlements only partially resolve the case, which will continue against the Non-SettlingDefendants, as discussed in Question 6. For this reason, the settlements with Lucasfilm, Pixar and Intuit are partialsettlements.6. Why is the lawsuit continuing if there are Settlements?Lucasfilm, Pixar, and Intuit have agreed to settle this case. The Non-Settling Defendants (Adobe, Apple, Googleand Intel) have not agreed to settle, so the lawsuit will continue against them. More money may become available in thefuture as a result of additional settlements with and/or a trial against the Non-Settling Defendants, but there is noguarantee this will happen.7. What happens if the Plaintiffs later reach a settlement with the Non-Settling Defendants?The lawsuit will continue against the Non-Settling Defendants. It cannot be known whether the Plaintiffs wouldprevail against the Non-Settling Defendants at a trial. If there are additional settlements in the future, there will be noticeof those settlements as well, and at that time all settlement funds received from the Settling Defendants and from anyother Defendants who have settled may simultaneously be distributed to Class members who have submitted claims.WHO IS IN THE PARTIAL SETTLEMENTS?8. Am I part of the partial settlements?In general, individuals who were salaried technical, creative and research and development employees at anyone of the Defendant companies may be Class Members who are eligible for a payment from the proposed settlementswhen the funds are distributed if they met the following definition:All natural persons who work in the technical, creative, and/or research anddevelopment fields that are employed on a salaried basis in the United States by one ormore of the following: (a) Apple from March 2005 through December 2009; (b) Adobefrom May 2005 through December 2009; (c) Google from March 2005 throughDecember 2009; (d) Intel from March 2005 through December 2009; (e) Intuit fromJune 2007 through December 2009; (f) Lucasfilm from January 2005 throughDecember 2009; or (g) Pixar from January 2005 through December 2009. Excludedfrom the Class are: retail employees; corporate officers, members of the boards ofdirectors, and senior executives of all Defendants.By way of example, the below technical, creative and/or research and development jobs are included in the Class. This isnot a complete list of job titles.To see a more complete list of job titles, please go towww.HighTechEmployeeSettlement.com:Ɣ Software EngineersƔ Hardware Engineers and Component DesignersƔƔƔƔƔApplication DevelopersProgrammersProduct DevelopersUser Interface or User Experience DesignersQuality AnalystsƔ Research and DevelopmentƔ Animators, Digital Artists, Creative Directors andTechnical EditorsƔ Graphic Designers and Graphic ArtistsƔ Web DevelopersƔ IT ProfessionalsƔ Systems Engineers and AdministratorsƔ Employees classified as technical professionals bytheir employersQUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM51132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page43 of 539.I’m still not sure if I am included.If you received this Notice mailed to you, it is because you were listed as a potential Class Member. If you arestill not sure whether you are included, you can get help at www.HighTechEmployeeSettlement.com or by calling1-800-000-0000.10. What if I worked for a Non-Settling Defendant?As long as you fall within the definition of the class in Question 7 above, you can participate in these partialSettlements regardless of which Defendant you work or worked for. Current and former employees of Adobe, Apple,Google, or Intel, if they meet the definition of the class, may receive a payment under the Lucas, Pixar, and Intuitsettlements when the funds are distributed.11. What are my rights as a settlement Class Member?You may do nothing. Or, you may exclude yourself from the settlements. Or, you may submit a claim form for apayment from the Settlement Funds (see Question 14). You may also comment on or object to the proposed partialsettlements (see Question 23), or attend the Court’s Fairness Hearing to speak in support of or against the Court’s finalapproval of one or both of the proposed partial settlements.THE SETTLEMENT BENEFITS12. What do the partial settlements provide?Settling Defendants Pixar and Lucasfilm will pay $9,000,000 into a Settlement Fund (the “Pixar/LucasfilmFund”). Settling Defendant Intuit will pay $11,000,000 into a Settlement Fund (the “Intuit Fund”). After deductingattorneys’ fees, costs, applicable taxes, and other fees and expenses (see Question 19), the Pixar/Lucasfilm Fund and theIntuit Fund will be distributed to Class Members who file valid claims.As a Settlement Class Member, you will give up, or “release,” your claims against Pixar, Lucasfilm and Intuit.Those releases include any claims made or that could have been made arising from the facts alleged in this lawsuit. Thereleases are described in more detail in the Settlement Agreements and in Question 16 below. You can view or downloada copy of both of the Settlement Agreements at the website www.HighTechEmployeeSettlement.com.13. How much money can I get from the partial settlements?Class Members who submit a Claim Form will be eligible to receive a share of the Settlement Funds when theyare distributed based on a formula utilizing a Claimant’s base salary paid while working in a Class Position during theClass Period as set forth in the Settlement Class definition. In other words, each Class Member’s share of the MonetaryFund is a fraction, with the Claimant’s total base salary during the Class Period as the numerator and the total base salaryduring the Class Period of all Claimants as the denominator:(Approved Claimant’s individual total base salary paid in Class Positions during the Class Period) ÷ (Total ofbase salaries paid to all approved Claimants in Class Positions during the Class Period).The Claimant’s individual fractional amount shall be multiplied against the Settlement Funds net of reductionsfor court-approved costs, applicable taxes, service awards, and attorneys’ fees. Because each Claimant’s fractionalamount will depend in part on how many other Class Members file Claim Forms, fractional amounts will increase if lessthan 100% of the Class participates as a Claimant. The proposed Plan of Allocation is available for review atwww.HighTechEmployeeSettlement.com, and will be presented for approval by the Court at the Fairness Hearing (seeQuestion 24).QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM61132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page44 of 53SUBMITTING A CLAIM FORM14. How can I get money from the settlements?To receive money from the partial settlements, you must complete and submit a Claim Form, either online atwww.HighTechEmployeeSettlement.com, or by mail. A copy of the Claim Form is included with this Notice. Pleaseread this Notice and the Claim Form carefully. You must either complete and submit the form online no later thanMonth 00, 2013, or complete the included form manually, sign it, and mail it postmarked no later than Month 00,2013, to the Claims Administrator at the address listed in Question 30 of this Notice. If necessary, you maydownload and print out a Claim Form from the website www.HighTechEmployeeSettlement.com. If you have anyproblems with the Claim Form or questions about how to submit your claim, please call the Claims Administrator at thetelephone number printed at the bottom of this page.15. When will I get my payment(s)?The Court will hold a final Fairness Hearing on Month 00, 2013, to decide whether to approve the proposedpartial settlements. If the Court approves the settlements, there still may be appeals of that decision. If an appeal is filed,it is hard to estimate how long it might take for it to be resolved, but it can take a lot of time, perhaps more than a year.Settlement payments to Settlement Class Members will be distributed if the settlements are approved, and after anyappeals are resolved, at a later date to be ordered by the Court.Updates regarding the partial settlements and when payments may be made will be posted on the settlementwebsite, www.HighTechEmployeeSettlement.com.16. What am I giving up to get a payment(s)?If you are a Class Member, unless you exclude yourself, you are staying in the Class, and that means that youcan’t sue, continue to sue, or be part of any other lawsuit against Lucasfilm, Pixar, or Intuit about the legal issues in thiscase. It also means that all of the Court’s orders will apply to you and legally bind you, and that you agree to thefollowing “Releases of Claims,” which describe exactly the legal claims that you give up if you get settlement benefits:With respect to Intuit, upon the Settlement Agreement becoming effective, the Named Plaintiffs and Classmembers (who do not otherwise properly exclude themselves) shall all release and forever discharge Intuit and officers,directors, affiliates and employees (other than employees who are members of the Class) from all manner of claimswhether federal or state, known or unknown, asserted or unasserted, regardless of legal theory, arising from the facts,activities or circumstances alleged in the Consolidated Amended Complaint [Dkt. 65] or any other purported restrictionon competition for employment of Class members, up to the Effective Date of the Settlement whether or not alleged inthe Consolidated Amended Complaint (Dkt. 65). The Settlement Agreement shall not be construed to release any local,state or federal claim arising out of allegations of any product defect, discrimination, or personal or bodily injury, andshall not be construed to release any local, state or federal claim arising out of allegations of. unlawful overtime orviolations of ERISA or similar statute that are unrelated to the facts, activities, or circumstances alleged in theConsolidated Amended Complaint or to the payments or distributions made pursuant to this Settlement.With respect to Pixar and Lucasfilm, upon the Settlement Agreement becoming effective, the named Plaintiffsand Class members (who do not otherwise properly exclude themselves) shall all release and forever discharge Pixar andLucasfilm together with their parent company The Walt Disney Company and their other past and present parents,subsidiaries, divisions, affiliates, stockholders, officers, directors, insurers, employees, agents, attorneys, and any of theirlegal representatives (and the predecessors, heirs, executors, administrators, successors, purchasers, and assigns of eachof the foregoing) from all manner of claims whether federal or state, known or unknown, asserted or unasserted,regardless of legal theory, arising from the facts, activities or circumstances alleged in the Consolidated AmendedComplaint [Dkt. 65] or any other purported restriction on competition for employment of class members up to theEffective Date of the Settlement whether or not alleged in the Consolidated Amended Complaint (Dkt. 65). TheSettlement Agreement shall not be construed to release any local, state or federal claim arising out of allegations of anyproduct defect, discrimination, or personal or bodily injury, and shall not be construed to release any local, state orfederal claim arising out of allegations of unlawful overtime or violations of ERISA or similar statute that are unrelatedto the facts, activities, or circumstances alleged in the Consolidated Amended Complaint or to the payments ordistributions made pursuant to this Settlement.By participating in either or both of these partial settlements you are not giving up your right to receive paymentsfrom any future settlements or a trial against the Non-Settling Defendants.QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM71132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page45 of 53THE LAWYERS REPRESENTING YOU17. Who represents me in this case?The Court appointed the following law firms as Co-Lead Counsel to represent the Class:Kelly M. DermodyLIEFF CABRASER HEIMANN& BERNSTEIN, LLP275 Battery Street, 29th FloorSan Francisco, CA 94111(415) 956-1000kdermody@lchb.comJoseph R. SaveriJOSEPH SAVERI LAW FIRM, INC.505 Montgomery Street, Suite 625San Francisco, CA 94111(415) 500-6800jsaveri@saverilawfirm.comThese lawyers and law firms are called “Plaintiffs’ Counsel.”18. Should I get my own lawyer?You do not need to hire your own lawyer because Plaintiffs’ Counsel are working on your behalf. If you wantyour own lawyer, you may hire one, but you will be responsible for any payment for that lawyer’s services. For example,you can ask your lawyer to appear in Court for you if you want someone other than Plaintiffs’ Counsel to speak for you.You may also appear for yourself without a lawyer.19. How will the lawyers be paid?Plaintiffs’ Counsel will ask the Court to approve at the Fairness Hearing payment from the Settlement Funds of$4,793,000 in costs, which includes costs Plaintiffs’ Counsel have incurred prosecuting this case to date, as well asprojected expenses for the continuing litigation and trial against the Non-Settling Defendants (see Question 6).Plaintiffs’ Counsel will not ask the Court to approve payment of any attorneys’ fees at the Fairness Hearing. Plaintiffs’Counsel will at a later date ask the Court to approve payment of up to one-third of the Settlement Funds to them forattorneys’ fees, as well as to reimburse them for any additional, unreimbursed litigation costs they may advance inpursuing the Plaintiffs’ claims. The fees would compensate Plaintiffs’ Counsel for investigating the facts, litigating thecase (including through appeals), and negotiating and administering the settlements. Plaintiffs’ Counsel will ask theCourt to approve at the Fairness Hearing payments of $10,000 to each of the individual Class Representatives as ServiceAwards for their service to the Class, which shall be paid when the Settlement Funds are distributed to Class memberswho have submitted valid claims. Plaintiffs’ Counsel may seek additional attorneys’ fees, costs, and expenses from anyfuture settlement or recovery obtained from non-settling Defendants. The costs of providing this Notice andadministering the settlements are being paid from the Settlement Funds.EXCLUDING YOURSELF FROM THE SETTLEMENTSIf you don’t want a payment from one or both of the partial settlements, and you want to keep the right to sue orcontinue to sue Pixar, Lucasfilm or Intuit (on your own at your own expense) about the legal issues in this case, then ifyou are a Class member you must take steps to get out of one or both of the settlement Classes. This is called excludingyourself from, or opting out of, a proposed settlement Class. Opting out of a proposed settlement Class at this time willnot affect your right to remain in the Class for purposes of the continuing litigation against the non-settling Defendants.20. How do I get out of the settlements?To exclude yourself from (opt out of) one or both of the partial settlements, you must send a letter to the ClaimsAdministrator at the address listed in Section 28 of this notice.If you want to exclude yourself from the settlement with Pixar and Lucasfilm you must send a letter to theClaims Administrator saying that you want to be excluded from the Pixar and Lucasfilm settlement Class in In re:QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM81132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page46 of 53High-Tech Employee Antitrust Litigation, and that you understand that you will not receive money from the partialsettlement with Pixar and Lucasfilm.If you want to exclude yourself from the settlement with Intuit, you must send a letter to the ClaimsAdministrator saying that you want to be excluded from the Intuit settlement Class in In re: High-Tech EmployeeAntitrust Litigation, and that you understand that you will not receive money from the partial settlement with Intuit.You must include your name, address, telephone number, and your signature with any request for exclusion. Youmust submit your Opt-Out Request(s) postmarked no later than _________, 2013 (or received by the ClaimsAdministrator by that date if sent by fax or e-mail) at the following address:You cannot exclude yourself (opt out) by telephone. If you ask to be excluded from either of the settlements, youwill not get any payment from that settlement, and you cannot object to the settlement.If you request to be excluded from the partial settlement with Pixar and Lucasfilm, you will not be legally boundby the settlement with Lucasfilm and Pixar. You may be able to sue (or continue to sue) Lucasfilm and Pixar in the future.If you request to be excluded from the partial settlement with Intuit, you will not be legally bound by thesettlement with Intuit. You may be able to sue (or continue to sue) Intuit in the future.21. If I don’t exclude myself, can I sue Lucasfilm and Pixar and Intuit for the same thing later?No. If you are a Class member, unless you exclude yourself, you give up the right to sue Lucasfilm, Pixar, andIntuit for the claims that the two partial settlements resolve as more fully described in Question 16 above. If you have apending lawsuit against Lucasfilm, Pixar, or Intuit, speak to your lawyer in that lawsuit immediately, because you mayneed to exclude yourself from the Class(es) to continue your own lawsuit. The process for excluding yourself from thesettlements is described in the preceding section.22. If I exclude myself, can I get money from a settlement?No. If you exclude yourself from a partial settlement, you will receive no money from that settlement. But if youexclude yourself from the partial settlement with Lucasfilm and Pixar, you may sue, continue to sue, or be part of adifferent lawsuit against Lucasfilm and Pixar; and if you exclude yourself from the partial settlement with Intuit, youmay sue, continue to sue, or be part of a different lawsuit against Intuit.COMMENTING ON OR OBJECTING TO THE SETTLEMENTS23. How do I tell the Court that I like or don’t like a proposed settlement?If you’re a Class Member, you can comment on, including object to, one or both of the proposed partialsettlements if you like or don’t like any part of it. You can give reasons why you think the Court should or should notapprove them. The Court will consider your views.To comment or to object, you must send a letter to the Claims Administrator with your comment(s) orobjection(s) to the proposed settlement(s) in In re: High-Tech Employee Antitrust Litigation. Be sure to include:• Your name, address, telephone number, email address and signature;• Which of the two settlements you wish to comment or object on—the settlement with Lucasfilm and Pixar,and/or the settlement with Intuit.• If you object to either proposed partial settlement, a detailed list of any other objections that you or your lawyerhave made to any class action settlements submitted to any court in the United States in the previous five (5)years; and• A detailed statement of your comment(s) or objection(s), including the grounds for your objection(s), if any,together with any documents you think support it.If you wish for the Court to consider your comment(s) or objection(s), you must mail the comment(s) or objection(s) byFirst Class U.S. Mail, postmarked no later than Month 00, 2013, to:Claims AdministratorHigh Tech Employee SettlementP.O. Box 0000City, ST 00000QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM91132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page47 of 53THE COURT’S FAIRNESS HEARING24. When and where will the Court decide whether to approve the settlement?The Court will hold a Fairness Hearing at XX:XX a.m. on Month 00, 2013 in Courtroom 8 on the 4th Floor of theUnited States District Court for the Northern District of California, 280 S. First Street, San Jose, California 95113.At this hearing, the Court will separately consider both proposed settlements and determine whether they arefair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will decide whether toallow people who have raised objections or comments to speak at the hearing. The Court may also decide how much toaward to Plaintiffs’ Counsel in expenses and whether to approve the payment of Service Awards to the Named Plaintiffs,to be paid when the Settlement Funds are distributed to Class members who submit claims. After the hearing, the Courtwill separately decide whether to approve the partial settlement with Pixar and Lucasfilm, and the partial settlement withIntuit. We do not know how long these decisions will take, or whether the Court will issue its decisions about bothsettlements at the same time.The Court may reschedule the Fairness Hearing or change any of the deadlines described in this Notice. Be sureto check the website, www.HighTechEmployeeSettlement.com, for news of any such changes.25. Do I have to come to the Fairness Hearing?No. Plaintiffs’ Counsel will be present at the Fairness Hearing to answer any questions the Court may have. Youare welcome to come at your own expense. If you send an objection, you don’t have to come to Court to talk about it. Aslong as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer toattend, but it is not necessary.26. May I speak at the hearing?You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter statingthat it is your “Notice of Intention to Appear in In re: High-Tech Employee Antitrust Litigation.” You must mail yourNotice of Intention to Appear, postmarked no later than Month 00, 2013 to the addresses shown in the answer toQuestion 30, below. Be sure to include your name, address, telephone number, email address and your signature.You will have no right to speak at the hearing about a settlement if you choose to exclude yourself thatsettlement, because a settlement no longer affects you if you do not participate in it.IF YOU DO NOTHING27. What happens if I do nothing at all?If you are a Class Member, and you do nothing, you’ll get no money from the settlement with Pixar andLucasfilm or the settlement with Intuit, and you won’t be able to collect any damages from Pixar, Lucasfilm, or Intuit fortheir alleged unlawful agreements not to compete for employees. You must submit a claim form online by Month, Date,Year, or by mail postmarked by Month, Date, Year, in order to qualify to receive any money from the settlement withPixar and Lucasfilm or the settlement with Intuit.YOUR PRIVACY28. Will my manager know whether or how I responded to this notice?The Court will appoint an independent, experienced professional Claims Administrator. The ClaimsAdministrator will not disclose the identities of Class Members who submit Claim Forms to any Defendant, includingLucasfilm, Pixar, and Intuit (or their managers). The Claims Administrator will establish and follow procedures toprotect the confidentiality of the identity of persons submitting claims. The Claims Administrator will process ClaimForms and issue settlement checks. The Claims Administrator will also receive Opt-Out Requests and comments(including objections) not related to claims. As required by the Court, the Claims Administrator will share thatnon-claims information with Class Counsel and counsel for the Settling Defendants, as well as with the Court.QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM101132185.4Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page48 of 53Lucasfilm, Pixar and Intuit have agreed that no information about Opt-Out Requests and comments (includingobjections) will be shared within their companies absent some showing of need to implement the settlements.GETTING MORE INFORMATION29. Are more details about the settlements available?Yes. This Notice summarizes the two proposed settlements; more details are in the proposed SettlementAgreements themselves. You can get copies of the Settlement Agreements at www.HighTechEmployeeSettlement.com.30. How do I get more information?The website www.HighTechEmployeeSettlement.com allows you to complete and submit a Claim Form online,and provides answers to common questions about the Settlements, Claim Forms, and other information to help youdetermine whether you are a Class Member, whether you are eligible for a payment, and when settlement funds will bedistributed. You may also submit a written Claim Form at the address listed below, or call or write to the ClaimsAdministrator with your questions at:Claims AdministratorHigh Tech Employee SettlementP.O. Box 0000City, ST 00000Telephone: XXX-XXX-XXXXPLEASE DO NOT CONTACT THE COURT. YOU SHOULD DIRECT ANY QUESTIONS YOU MAY HAVEABOUT THIS NOTICE OR THE SETTLEMENT TO THE CLAIMS ADMINISTRATOR AND/OR TOPLAINTIFFS’ COUNSEL.You may also seek the advice and counsel of your own attorney at your own expense, if you desire.Dated: _______________, 2013By Order of the CourtJudge of the United States District CourtNorthern District of CaliforniaQUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.HIGHTECHEMPLOYEESETTLEMENT.COM111132185.4 Document502-1 Fi|ed09/21/13 Page49 of 53EXHIBIT Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page50 of 53Plan of AllocationSettlement Class Members who do not opt out and who timely and properlysubmit a Claim Form (“Claimants”) will be eligible to receive a share of the SettlementFund net of all applicable reductions based on a formula using a Claimant’s base salarypaid while working in a “Class Position” within the “Class Period” as set forth in theSettlement Class definition. In other words, each approved Claimant’s share of theSettlement Fund is a fraction, with the approved Claimant’s total base salary paid whileworking in a Class Position during the Class Period as the numerator and the total basesalary paid to all approved Claimants while working in a Class Position during the ClassPeriod as the denominator:(Approved Claimant’s individual total base salary paid inClass Positions during the Class Period) ÷ (Total of basesalaries paid to all approved Claimants in Class Positionsduring the Class Period).The Claimant’s fractional amount shall be multiplied against the Settlement Fundnet of all applicable reductions, including for taxes and tax withholding, court-approvedcosts, service awards, and attorneys’ fees and expenses.The base salary, dates of employment, and whether a potential Class Member helda Class Position will be conclusively derived from Defendants’ data maintained by theirrespective human resources departments and will not be subject to challenge by ClassMembers or Claimants. In the event data about a potential Class Member’s job title isnot available in Lucasfilm’s human resources database, the Claims Administrator shalldetermine whether that person held a Class Position based on the information provided inthe Claims Form and information in Lucasfilm’s human resources database.1125293.5Case5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page51 of 53Because each approved Claimant’s fractional amount will depend in part on howmany other Class Members do not opt out and submit timely and properly completedClaim Forms, fractional amounts will increase if less than 100% of Class Membersparticipate as Claimants.Payments to Claimants shall not be made until all objections, collateral challengesor appeals relating to either or both of the Settlements have been fully and finallyresolved. Claimants shall receive a single payment reflecting combined amounts fromthe Pixar/Lucasfilm Settlement and the Intuit Settlement, assuming that both Settlementsreceive such final approval. Distribution may be delayed to accommodate othersettlements, if any, reached by no later than June 1, 2014.1125293.5 Document502-1 Fi|edO9/21/13 Page52 of 53EXHIBIT Lodged with the CourtCase5:11-cv-02509-LHK Document502-1 Filed09/21/13 Page53 of 53ATTACHMENT 1Lodged with the Court