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Exhibit 

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------- X
CHRISTOPHER MACKOWN, on behalf of
:
himself and all others similarly situated,
:
:
Plaintiff,
:
:
v.
:
:
NEWS CORPORATION and FOX
:
ENTERTAINMENT GROUP, INC.,
:
:
Defendants.
:
----------------------------------- X

Case No.: 13-CV-4406 (WHP)
ECF Case

SETTLEMENT STIPULATION
This Settlement Stipulation is made by and between the Class Representative (as defined
below) and Defendants News Corporation (“News Corp.”) and Fox Entertainment Group, Inc.
(“FEG”) (collectively, “Defendants”), to fully and completely settle MacKown v. News
Corporation, et al., (S.D.N.Y. Case No. 13 Civ. 04406) (the “Class Litigation”);
WHEREAS, in the Class Litigation, the Class Representative, on behalf of himself and
other purportedly similarly situated individuals, has asserted claims under California State wage
and hour laws for unpaid wages and other relief; and
WHEREAS, Defendants expressly deny that they and their former and current owners,
partners, employees, members, agents and/or related business entities have committed any
wrongdoing or violated any federal, state, or local laws, vigorously dispute the claims asserted in
the Class Litigation and continue to assert that they have strong and meritorious defenses to any
and all such claims; and
WHEREAS, to avoid uncertainty and the expense and burdens of further litigation and
after substantial, arms-length settlement negotiations, the Class Representative and the
Defendants (collectively, the “Parties”) desire to resolve the Class Litigation.
NOW, THEREFORE, the Parties agree as follows:
1.

Definitions. As used in this Settlement Stipulation, the following terms have the
following meanings:
a.

“Applicable Class Period” means, for the Settlement Class described in Section 5
below, for the time period referenced in Section 5 below for the CA Rule 23
Settlement Class.

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b.

“Attorneys’ Fees” means the amount of attorneys’ fees and costs to be paid to
Class Counsel pursuant to Class Counsel’s motion and subject to the Court’s
approval and the limitations described in Section 9 below.

c.

“Claim Forms” means the claim forms attached as part of Exhibit A.

d.

“Claim Period” means the later of: (i) the 45-day calendar day period beginning
immediately after the Claims Administrator first mails and/or emails a Notice Form
and Claim Form to any of the Class Members; or (ii) if a Notice Form and/or Claim
Form is returned as undeliverable, the Class Member will be provided the
remainder of the forty-five (45) days or twenty (20) days to opt-in to the settlement,
whichever is longer. Both periods to run continuously, without interruption or
extension.

e.

“Claims Administrator” means Rust Consulting Inc., which has been jointly
designated by counsel for the Parties to administer the Settlement.

f.

“Claims Administrator Fees and Costs” means the amount to be paid to the
Claims Administrator for administering the Settlement, subject to the Court’s
approval and the limitations described in Section 10 below.

g.

“Class Counsel” means Outten & Golden LLP.

h.

“Class Litigation” means MacKown v. News Corporation., et al., (S.D.N.Y. Case
No. 13 Civ. 4406).

i.

“Class Members” mean the individuals falling within the Settlement Class, as
described in Section 5 below.

j.

“Class Representative” means Christopher Bruce MacKown, the named plaintiff
in the Class Litigation.

k.

“Court” means the United States District Court for the Southern District of New
York.

l.

“Effective Date” means: (i) if no appeal is taken from the Final Approval Order,
thirty-five (35) days after the Court’s entry of the Final Approval Order; or (ii) if an
appeal is taken from the Final Approval Order, the date on which all such appeals
(including, inter alia, petitions for rehearing or reargument, petitions for rehearing
en banc, and petitions for certiorari or any other form of review) have been finally
disposed and can no longer be appealed or reviewed.

m.

“Final Approval Order” means the Court’s order granting final approval of the
Settlement.

n.

“Final Approval Hearing” means the final hearing scheduled before the Court on
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the question of whether the Settlement, including payment of Attorneys’ Fees,
Claims Administrator Fees and Costs, the Payments to the individual Class
Representative and the Participating Class Member Payments, should be finally
approved as fair, reasonable and adequate as to the Class Members.
o.

“FLSA” means the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.

p.

“Defendants’ Counsel” means Proskauer Rose LLP.

q.

“Internship” means time spent by an individual who was unpaid or paid less than
the minimum wage then in effect while performing activities for Defendants during
the Applicable Class Period and while performing those activities was identified by
Defendants as an intern.

r.

“Notice Package” means, for each Class Member, the package compiled by the
Claims Administrator, which shall include the applicable Notice Form, Claim Form,
and a postage-paid, pre-addressed return envelope that the Class Member may use
to return the Claim Form to the Claims Administrator.

s.

“Notice Forms” means the notice form attached as part of Exhibit A (California
Interns; Rule 23 claims).

t.

“Participating Class Member” means a Class Member who submits a Valid
Claim Form.

u.

“Participating Class Member Payment” means, for each Participating Class
Member, his or her individual settlement payment, as described in Section 6 below.

v.

“Parties” means Defendants and the Class Representative.

w.

“Payment to the Class Representative” means the individual payment to the
Class Representative in order to settle his claims, subject to the Court’s approval
and the limitations/procedures described in Section 4 below.

x.

“Preliminary Approval Date” means the date the Preliminary Approval Order is
entered by the Court.

y.

“Preliminary Approval Order” means the Court’s order preliminarily approving
this Settlement. The Parties agree that they shall request that the Court enter a
Preliminary Approval Order in substantially in the form attached as Exhibit B.

z. “QSF” means the Qualified Settlement Fund, as set forth in Section 7 below, to be
established and administered by the Claims Administrator, which will consist of
Attorneys’ Fees (as defined below in Section 9), Individual Payment to the Class
Representative (as defined below in Section 4), Claims Administrator Fees and Costs
(as defined below in Section 10), and the amount needed to fund the Participating
Class Member Payments (as defined below in Section 6).
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aa. “Released Parties” means Fox Searchlight Pictures, Inc., Fox Entertainment Group,
Inc., News Corporation, Twenty-First Century Fox, Inc., and all of their respective
divisions, units, subsidiaries, parents, current and former employees, officers,
directors, agents, shareholders, attorneys, accountants, assigns, successors in interest,
predecessors in interest, entities affiliated with it, and joint venturers.
 

bb.

“Rule 23” means Rule 23 of the Federal Rules of Civil Procedure.

cc.

“Settlement” means the terms described in this Settlement Stipulation.

dd.

“Settlement Classes” means the grouping of Class Members described in Section 5
below.

ee.

“Valid Claim Form” means a completed and signed Claim Form that satisfies the
requirements described in Section 13(c)(1) below.

ff.

“Wage and Hour Claims” means any suits, actions, causes of action, complaints,
charges, grievances, claims, demands, debts, losses, obligations and/or liabilities
based on an alleged violation of or related to any federal, state or local wage and
hour law, including but not limited to California law, or local law, including, but
not limited to, for the failure to provide wages, overtime pay, failures in record
keeping, spread of hours pay or other claims that were alleged or could have been
alleged in the Class Litigation.

2.

No Admission of Liability and No Concession as to the Merits. Defendants expressly
deny that they violated the law in any manner alleged in or related to the Class Litigation.
Defendants continue to believe that the Class Representative’s claims are without merit
and that Defendants’ interns were properly classified as unpaid, including under
California law, because of the many benefits the interns were offered and received during
their internships, including, for example, receipt of academic credit from their college or
university. Defendants believe that they provided students with valuable learning
experiences outside of the classroom. The Parties enter into this Settlement Stipulation to
avoid the risks, uncertainty, expense and burden of further litigation. This Settlement
shall not be construed or deemed to be an admission of liability or wrongdoing on the
part of Defendants.

3.

Process for Preliminary Approval of Settlement. Within thirty (30) business days of
the complete execution of this Settlement Stipulation, the Parties shall submit to the
Court all papers necessary to obtain preliminary approval of this Settlement and class
certification (for the sole purpose of Settlement) of the CA Rule 23 Settlement Class.
Class Counsel shall be responsible for drafting the Motion for Preliminary Approval,
which draft shall be presented to Defendants’ Counsel for comment and approval at least
seven (7) days prior to submission to the Court. Class Counsel will closely coordinate
with Defendants’ Counsel to schedule the submission of the papers necessary to obtain
Preliminary Approval of this Settlement and the Parties’ Counsel will be on the telephone
together at the time the papers are e-filed at the time the papers are e-filed.
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4.

Payment to Settle the Individual Claims of the Class Representative.
(a)

Class Counsel shall move for Court approval of payment to settle the individual
claims of the Class Representative (the “Payment”) as follows:
(i)

Christopher MacKown – ($3,000.00)

This payment fully settles MacKown’s claims as described herein and is in
exchange for a full general release from MacKown, as set forth in Exhibit B. This
is the only payment that MacKown will receive under this Agreement. Such
Payment shall be at the sole discretion of the Court, and this Settlement is not
contingent upon the Court’s approval of such Payment. Defendants shall not
oppose Class Counsel’s motion for the payment of such Payment, subject to the
limitations herein.

5.

(b)

Payment made pursuant to this Section 4 shall be reported to all governmental
taxing authorities by the Claims Administrator as follows: (i) fifty percent (50%)
of the gross amount of each Payment will be paid as alleged lost wages and an
IRS Form W-2 will be issued for the payment; and (ii) fifty percent (50%) of the
gross amount paid of each Payment will be paid as alleged penalties and interest
and a Form 1099 will be issued for the payment.

(c)

Any portion of the Payment not approved by the Court and/or not claimed or
cashed by the Class Representative shall automatically revert back to Defendants.

Settlement Class. The Parties will ask the Court to certify a:
a. CA Rule 23 Settlement Class: All individuals who had an unpaid Internship in
California between January 1, 2009 and September 1, 2010 with one or more of
the following divisions of FEG: Fox Filmed Entertainment, Fox Group, Fox
Networks Group, and Fox Interactive Media (renamed News Corp. Digital Media)
(the “Settlement Class”).
Any member of the Settlement Class, who has completed an unpaid Internship for at least
two weeks, shall be eligible to submit a claim to the Claims Administrator for an amount
of $495; however, to the extent a Participating Class Member is also a Class Member of
either or both of the Settlement Classes in Glatt v. Fox Searchlight Pictures, Inc., 293
F.R.D. 516 (S.D.N.Y. 2013) (the “Glatt Action”), a related action, the Participating Class
Member will only receive one Participating Class Member Payment for an amount of
$495; not one in each case.

6.

Determining the Participating Class Member Payments. Within thirty (30) business
days of the end of the Claim Period, the Claims Administrator will calculate the
Participating Class Member Payments by allocating an amount of $495 to each
Participating Class Member if he or she completed at least one unpaid Internship during
the Applicable Class Period for a minimum of two weeks and files a valid and timely
Claim Form. Each Participating Class Member will receive $495 regardless of the
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number of internships he or she has held and whether he or she is also a member of either
the FLSA Settlement Collective, the NY Rule 23 Settlement Class or both in the Glatt
Action. Participating Class Member Payments shall be made by Defendants, and the
Participating Class Members’ Share of Payroll Taxes shall be made from the
Participating Class Member Payment. Defendants’ will pay the Defendants’ Share of
Payroll Taxes as described in Section 8 and 13(i) below.
7.

Funding the QSF. Within twenty (20) business days after the Effective Date, or as soon
thereafter as is commercially reasonable to comply with the Claims Administrator’s
instructions, Defendants shall deposit into the QSF an amount to cover the Participating
Class Member Payments, Attorneys’ Fees, and Individual Payments to the Class
Representative. Defendants will fund the Claims Administrator’s Fees and Costs (not to
exceed $20,000) in accordance with Section 10 below.

8.

Funding Defendants’ Share of Payroll Taxes: Within forty-five (45) business days after
the Effective Date, Defendants shall pay to the Claims Administrator an amount to cover
the Defendants’ Share of Payroll Taxes with respect to the Individual Payments to the
Class Representative and the Participating Class Member Payments as set forth in Section
13(i) below. Any portion of the Payroll Taxes that is not needed to fund the Participating
Class Members’ claims shall be returned to Defendants. The Claims Administrator shall
provide a calculation to Defendants of the applicable payroll taxes, per Participating
Class Member, within fifteen (15) business days after the Effective Date.

9.

Attorneys’ Fees.

10.

(a)

Class Counsel shall move for Court approval of an amount not to exceed sixty
thousand dollars and no cents ($60,000.00) as payment for Attorneys’ Fees. The
Attorneys’ Fees awarded to Class Counsel shall be at the sole discretion of the
Court, and this Settlement is not contingent upon the Court’s approval of such
Attorneys’ Fees. Defendants shall not oppose Class Counsel’s motion for the
recovery of Attorneys’ Fees subject to the limitations herein.

(b)

Any Attorneys’ Fees awarded by the Court in connection with this Settlement (not
to exceed $60,000) shall be paid by Defendants to Class Counsel no later than ten
(10) days after the Effective Date.

(c)

Payments made pursuant to this Section 9 shall be reported to all governmental
taxing authorities by the Claims Administrator on IRS Form 1099s.

(d)

Any portion of the Attorneys’ Fees not approved by the Court or not sought by
Class Counsel shall automatically revert back to Defendants.

Claims Administrator Fees and Costs.
(a)

The Claims Administrator shall serve as the administrator of the Settlement and
perform the services described in this Settlement Stipulation and any other
services mutually agreed to by the Parties. The Claims Administrator shall be
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required to sign an undertaking regarding the confidentiality of information
produced as part of the settlement in the form that is attached as Exhibit C. The
Parties will work cooperatively to retain a Claims Administrator to handle the
Class and Collective Litigation, as well as the settlement of the Glatt Action.
(b)

The Parties, through their counsel, will cooperate in good faith to resolve any
disputes regarding the Claims Administrator’s ability or need to perform certain
duties under this Settlement Stipulation, and any unresolved disputes shall be
referred to the Court. The Claims Administrator will create the Claim Forms and
documentation, using the attachments to this Settlement Stipulation and records
provided by Defendants in accordance with this Settlement Stipulation. The
Claims Administrator shall report periodically, in summary or narrative form, the
substance of its findings as described in Section 10d).

(c)

Defendants shall provide the Claims Administrator with certain data regarding the
Class Members, as described in accordance with Section 12, in order for the
Claims Administrator to perform its duties.

(d)

The Parties will have equal access to the Claims Administrator and all
information related to the mailing of the Notice Forms and Claim Forms and
processing of the Settlement. The Claims Administrator will also provide regular
reports to the Parties’ Counsel regarding the status of the mailing of the Notice
Package to Class Members, the claims administration process and the distribution
of Participating Class Member Payments.

(e)

The Claims Administrator shall be paid its reasonable and actual fees and costs
for the administration of the Class Litigation, as well as the Glatt Action, for
which a separate settlement agreement has been executed. Defendants shall pay
no more than Twenty Thousand Dollars ($20,000.00) to cover the Claims
Administrator’s actual fees and costs in the Class Litigation and the Glatt Action,
including the cost of administering the CAFA notice as set forth in Section 11 in
connection with the Class Litigation. Any additional fees and costs will be paid
by Plaintiffs’ counsel. The Claims Administrator’s fees and costs approved by
the Court shall be paid by Defendants within twenty (20) business days after the
Effective Date.

11.

Notices Mandated by Statute. Within ten (10) business days of the Preliminary
Approval Date, the Claims Administrator shall prepare and mail notices of the Settlement
to all “Appropriate Federal Officials” and “Appropriate State Officials” as required by 28
U.S.C. § 1715, the Class Action Fairness Act.

12.

Information to be Provided by Defendants. Defendants shall work cooperatively and
in good faith with Class Counsel and the Claims Administrator to attempt to facilitate the
claims notice process. Within ten (10) business days of the Preliminary Approval Date,
for Class Members whose names Defendants have been able to identify based on
available information in its records, Defendants will provide to the Claims Administrator,
to the extent the information is reasonably accessible or available, a list containing Class
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Members’ names, street addresses, email addresses, and telephone numbers. Defendants
will also provide the start date and end date for each Class Member’s Internship.
13.

Notice and Claim Process.
(a)

Form of Notice: Notice to each respective Class Member shall inform him or her
of the Settlement, the claims he or she is releasing, and his or her payment under
the Settlement.

(b)

Sending the Notice Package. Within twenty (20) business days of the Preliminary
Approval Date, the Claims Administrator, to the extent such information is
available, will send by first class mail and email (to the extent such addresses are
available in the data described in Section 12 or Class Counsel’s records) the
appropriate Notice Package to each Class Member that has been identified.
If the claims administration budget allows for it, the notice will contain a URL to
a website maintained by the Claims Administrator where class and collective
members may submit their claim forms electronically.

(c)

Claims Made Process. The payments to Participating Class Members shall be
distributed using a claims-made process. A notice will be sent to Class Members
to submit a claim, and there will be a period of forty-five (45) days for Class
Members to submit timely claims. The Parties agree not to engage in any
outreach to Class Members.
(i)

To be a Valid Claim Form, the Claim Form must be completed and
provide the information as instructed on the Claim Form and be signed,
dated and postmarked or otherwise returned (via facsimile or e-mail) to
the Claims Administrator within the Claim Period. Claim Forms that are
not timely returned are null and void, unless otherwise agreed to in writing
by the Parties or approved by the Court.

(ii)

If a Claim Form is returned to the Claims Administrator and not
completed as described above, within five (5) business days of its receipt,
the Claims Administrator shall send a notice to this Class Member of the
defects and include a new Claim Form to be completed. The Claims
Administrator shall simultaneously provide Class Counsel and Counsel for
Defendants with a copy of the notice. The Class Member shall then have
the remainder of the forty-five (45) days in the Claim Period or twenty
(20) days from mailing, whichever is longer, to return the new Claim
Form and provide the missing information. If a Valid Claim Form is not
received within that period, the Claim Form shall be null and void, unless
otherwise agreed to in writing by the Parties or approved by the Court.

(iii)

Upon the Effective Date, each and every CA Rule 23 Class Member,
regardless of whether he or she files a claim, will release their claims
against the Released Parties as described in Section 16 below.
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(d)

Returned Notice Packages. If a Class Member’s Notice Package is returned with
a forwarding address, the Claims Administrator shall promptly re-mail the Notice
Package to the forwarding address. If a Class Member’s Notice Package is
returned without a forwarding address, the Claims Administrator shall attempt to
locate the Class Member in an effort to determine the Class Member’s current
address, including by calling the Class Member if a telephone number is
available. If a new address is obtained, the Claims Administrator will promptly
re-mail the Notice Package to the Class Member. If a new address is not obtained
from the U.S. Post Office, from the Class Member or, to the extent the
information is available, through a standard Level 2 Skip Trace in the manner that
the Claims Administrator customarily performs such skip traces, the Claims
Administrator shall notify the Parties’ Counsel, who will confer in good faith, on
a case-by-case basis, regarding whether to instruct the Claims Administrator to
conduct further traces. Any Class Member whose Notice Package is re-mailed
shall have the remainder of the forty-five (45) days or twenty (20) days,
whichever is longer, to return a Claim Form. No Notice Packages shall be mailed
after the Claim Period, unless otherwise agreed by the Parties or ordered by the
Court.

(e)

Declaration of Claims Administrator. The Parties shall provide to the Court with
the Final Approval motion, a declaration by the Claims Administrator detailing its
due diligence and providing proof of mailing and/or emailing with regard to the
Notice and Claim Forms. The declaration will also identify the number of
exclusion requests and any objections.

(f)

Objecting to the Settlement. Class Members may object to the Settlement by
following the instructions described in the pertinent Notice Form. To be valid, an
objection must be postmarked or otherwise returned (via facsimile or e-mail) to
the Claims Administrator within the Claim Period. The Claims Administrator
shall send to the Parties’ Counsel copies of all objections within three (3) business
days of their receipt, and Class Counsel shall file such objections with the Court
with the motion for Final Approval of the settlement. In the event a Class
Member disputes a Participating Class Member Payment amount under this
Settlement Stipulation or the information concerning the internship(s) on a preprinted Claim Form, Defendants will attempt to confirm the information using
regularly maintained business records. If Defendants seek to dispute the
information or claim provided or asserted by the Class Member, it shall submit
records and/or information to the Claims Administrator and Class Counsel and the
Claim Administrator shall consider the information submitted by Defendants and
the Class Member before it makes a decision as to payment in accordance with
Section 6. A copy of the information submitted by Defendants shall also be
provided to Class Counsel. If Defendants do not submit records and/or
information confirming or disputing the information, the information, and any
corresponding payment amount(s) set forth in Section 6 identified by the Class
Member shall be deemed to control.
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(g)

Exclusions from the Settlement. Class Members may exclude themselves from
the Settlement by following the instructions described in the pertinent Notice
Form. To be valid, an exclusion must be postmarked or otherwise returned (via
facsimile or e-mail) to the Claims Administrator within the Claim Period. The
Claims Administrator shall send to the Parties’ Counsel copies of all exclusions
within two (2) business days of their receipt, and Class Counsel shall file such
exclusions with the Court with the motion for Final Approval of the settlement.

(h)

Payments to Participating Class Members.
(i)

Payment of eligible claims will be remitted by Defendants to the Claims
Administrator within twenty (20) days after the Final Approval Order and
the Claims Administrator will then remit checks to all Participating Class
Members no later than 10 days after the Effective Date.

(ii)

Fifty percent (50%) of the Participating Class Member Payment shall be in
the form of a non-payroll check from which no payroll taxes or
withholdings shall be made. This payment will be reflected in an IRS
1099 Form issued by the Claims Administrator to the Participating Class
Member at the end of the tax year. The remaining fifty percent (50%) of
the Participating Class Member Payment shall be in the form of a payroll
check from which the Claims Administrator shall withhold all taxes and
withholdings ordinarily borne by employees. This payment will be
reflected in an IRS W-2 Form issued by the Claims Administrator to the
Participating Class Member at the end of the tax year.
Unless the Claims Administrator has received updated contact
information, the settlement checks issued pursuant to this Section will be
mailed by the Claims Administrator to the Participating Class Member at
the address listed on the Participating Class Member’s Claim Form. If a
Participating Class Member’s settlement checks are returned with a
forwarding address, the Claims Administrator shall promptly re-mail the
settlement checks to the forwarding address. If a Participating Class
Member’s settlement checks are returned without a forwarding address,
the Claims Administrator will perform a standard Level 2 Skip Trace in
the manner that the Claims Administrator customarily performs skip traces
in an effort to determine the Participating Class Member’s current address,
and, to facilitate this process, use the Class Member’s social security
number, if available. If a new address is obtained, the Claims
Administrator will promptly re-mail the settlement checks to the Class
Member. If a new address is not obtained from the U.S. Post Office or
through a standard Level 2 skip tracing, the Claims Administrator shall
notify the Parties’ Counsel, who will confer in good faith, on a case-bycase basis, regarding whether to instruct the Claims Administrator to
conduct further traces or to contact the Class Member by other means. For
Class Members whose checks are re-mailed, the 120-day period during
which Class Members must cash their checks will run from the date that
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appears on the check. If a settlement check is returned as undeliverable 60
days or more after it is dated and a new mailing address is obtained, the
Claims Administrator will re-issue the settlement check for that Class
Member. No checks will be re-issued more than 120 days after the date of
the first check to that class member.

(i)

(iii)

If a Participating Class Member reports that his or her settlement check
was lost, stolen, or undelivered, the Claims Administrator shall promptly
issue a stop payment order on the original check and, after investigating, if
appropriate, issue a new check to such Participating Class Member.

(iv)

Settlement checks not cashed within one hundred twenty (120) days of
receipt by a CA Rule 23 Settlement Class Member shall be void, and
monies returned to Defendants. The failure to cash any check within one
hundred twenty (120) days shall in no way affect the binding nature of the
Settlement or the binding nature of any release.

(v)

The Claims Administrator shall report to Defendants’ Counsel and Class
Counsel all checks mailed and cashed, and the dates thereof.

Payroll Taxes. The Claims Administrator shall calculate and pay the Participating
Class Members’ Share of Payroll Taxes to federal and state taxing authorities as
required. The Claims Administrator shall calculate and report to the Defendants
its calculation of Defendants’ Share of Payroll Taxes due on the amounts paid to
each Participating Class Member as well as the Participating Class Members’
Share of Payroll Taxes. Defendants shall pay to the Claims Administrator the
amounts determined to be needed to satisfy Defendants’ Share of Payroll Taxes
due, and the Claims Administrator shall pay those amounts to the taxing
authorities. This amount shall not be considered part of the QSF. To the extent
possible, the payments for the Participating Class Members’ Share of Payroll
Taxes shall be made using the tax identification number of the QSF, which the
Claims Administrator shall obtain. Notwithstanding the foregoing, if in the
judgment of the Claims Administrator the Participating Class Members’ Share of
any payroll taxes due as a result of a payment to a Participating Class Member is
required to be paid using a tax identification number from Defendants then the
Claims Administrator shall inform Defendants of that opinion and of the amounts
paid to the Participating Class Member, and Defendants, not the Claims
Administrator, shall make all payroll tax payments with respect to that
Participating Class Member and Defendants shall not be required to pay that
portion of the Participating Class Members’ share of the payroll taxes into the
QSF.
(i)

(j)

Defendants’ Share of Payroll Taxes paid on any unclaimed funds shall
revert to the Defendants.

Reversion. Any and all portions of the Settlement proceeds that are not claimed
under the claims-made process described in this Section shall remain with
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Defendants.
14.

Claimants’ & Class Counsel’s Responsibility for Any Additional Taxes. Should any
government authority determine that all or any part of the payment(s) made under a Form
1099 to any Participating Class Member under this Settlement Stipulation are taxable as
wages, that Participating Class Member will be solely responsible for the payment of the
Class Member’s share of withholding taxes, plus applicable interest. Class Counsel
agrees that it will be solely responsible for the payment of any and all taxes due as a
result of Class Counsel’s receipt of all or any part of the payments made for Attorneys’
Fees under this Settlement Stipulation.

15.

Settlement Payments Do Not Trigger Additional Benefits. All payments to Class
Members shall be deemed to be paid to such Class Members solely in the year in which
such payments actually are received by the Class Members. The Parties agree and the
Class Members acknowledge that the payments provided for in this Settlement
Stipulation are the sole payments to be made to the Class Members, and that the Class
Members are not entitled to any new or additional compensation or benefits as a result of
having received the payments (notwithstanding any contrary language or agreement in
any benefit or compensation plan document that might have been in effect during the
period covered by this Settlement).

16.

Release.
(a)

Upon the Effective Date, and except as to such rights or claims as may be created
by this Stipulation of Settlement, each CA Rule 23 Class Member who has
submitted a claim as set forth in Section 13(c) above, and on behalf of their
respective current, former and future heirs, family members, spouses, executors,
administrators, trustees, agents, assigns and legal representatives, and each of
their respective agents, representatives and attorneys fully release and discharge
the Released Parties (as defined in Section 1(bb) from any and all FLSA Claims
(as defined in Section 1(o)) whether known or unknown, suspected and/or
unsuspected, from the beginning of the Applicable Class Period through the
Preliminary Approval Date relating to any Internship with Defendants, including
without limitation all claims for restitution (including interest) and other equitable
relief, liquidated damages, interest, compensatory damages, punitive damages,
penalties of any nature whatsoever, other compensation or benefits, attorneys’
fees and costs.
In addition, each CA Rule 23 Settlement Class Member, regardless of whether he
or she files a claim as set forth in Section 13(c) above, and on behalf of their
respective current, former and future heirs, family members, spouses, executors,
administrators, trustees, agents, assigns and legal representatives, and each of
their respective agents, representatives and attorneys fully release and discharge
the Released Parties (as defined in Section 1(bb)) from any and all Wage and
Hour Claims (as defined in Section 1(gg)), including without limitation claims
under the California Labor Code (including but not limited to California Labor
Code Sections 203, 218.5, 218.6, 226.7, 510, 512, and 1194 et seq.), California’s
12

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 14 of 51

Wage Orders (including but not limited to all claims related to unpaid wages
(including alleged unpaid overtime or missed meal or rest periods) or other
compensation, as well as all claims related to penalties associated therewith), and
California’s Unfair Competition Laws (including California Business and Professions
Code Section 17200 et seq.), whether known or unknown, suspected and/or
unsuspected, from the beginning of the Applicable Class Period through the
Preliminary Approval Date relating to any Internship with Defendants, including
without limitation all claims for restitution (including interest) and other equitable
relief, liquidated damages, interest, compensatory damages, punitive damages,
penalties of any nature whatsoever, other compensation or benefits, attorneys’
fees and costs.

(b)

Moreover, each CA Rule 23 Settlement Class Member who has not properly
excluded themselves from the Settlement pursuant to Section 13(g) who has
properly filed a Valid Claim Form pursuant to Section 13(c) forever agrees (i) not
to institute or receive any other relief from any other suit, administrative claim or
other claim of any sort or nature whatsoever against the Released Parties, up to
and including the date of Preliminary Approval of this Settlement, relating to the
claims being settled herein; and (ii) to expressly waive and assume the risk of any
and all claims for damages against Defendants relating to the claims being settled
herein which exist in his or her favor from January 1, 2009 through the
Preliminary Approval Date, but of which he or she does not know or suspect to
exist, whether through ignorance, oversight, error, negligence, or otherwise, and
which, if known, would materially affect his or her decision on whether to submit
a valid and timely Request for Exclusion Form as set forth in Section 13(g) and/or
a Valid Claim Form as set forth in Section 13(c) above.

(c)

Accordingly, the Class Representative and each CA Rule 23 Class Member who
has not submitted a valid and timely Request for Exclusion Form as set forth in
Section 13(g) acknowledge that he or she has read the provisions of California
Civil Code Section 1542, which provides as follows:
A general release does not extend to claims which the creditor does not know
or suspect to exist in his or her favor at the time of executing the release,
which if known to him or her must have materially affected his or her
settlement with the debtor
and that he or she expressly waives, relinquishes, and forfeits all rights and
benefits accorded by the provisions of the California Civil Code Section 1542,
and furthermore waives any rights that he or she may have to invoke said
provisions now or in the future with respect to the claims released by him or her
in this Settlement Stipulation.

(d)

Class Representative Release – The Class Representative shall execute an
individual general release agreement in the form provided in Exhibit B, and shall
release claims on his own behalf as well as on behalf of his heirs, administrators,
executors, dependents, successors and assigns.
13

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 15 of 51

17.

Settlement Contingent on Court Approval.
This Settlement Stipulation is contingent upon the Court’s approval of the Settlement. If
the Court does not grant preliminary or final approval or the Effective Date does not
occur, this Settlement Stipulation may be voided at either party’s option, in which case
this Settlement Stipulation (including its Exhibits) will become null and void, and will
not be used as evidence for any purpose, including without limitation, in connection with
the Class Litigation or any other lawsuit, administrative or other legal proceeding, claim,
investigation, or complaint. The Parties shall retain the right to pursue or challenge all
claims and allegations, including the propriety of class/collection action certification on
all applicable grounds.
In such an event, the Parties shall resume the Class Litigation unless the Parties jointly
agree to: seek reconsideration or appellate review of the decision denying preliminary or
final approval; or attempt to renegotiate the Settlement and seek Court approval of a
renegotiated settlement.
In the event any reconsideration and/or appellate review is denied, or a mutually agreedupon settlement is not approved:
(a)

The Class Litigation will proceed as if no settlement had been attempted. In that
event, any classes certified for purposes of settlement shall be decertified, and
Defendants shall retain the right to assert all applicable defenses and challenge all
claims and allegations, including but not limited to contesting whether this
Litigation should be maintained as a class or collective action and, contesting the
merits of the claims being asserted by the Plaintiffs in this action.

(b)

The Claims Administrator will provide notice to Class Members that the
Settlement did not receive final approval and that, as a result, no payments will be
made to Class Members under the Settlement. Such notice shall be mailed and
emailed to the Class Members using the addresses used by the Claims
Administrator in sending the Notice and Consent Forms.

18.

Non-Disclosure and Communications. Class Counsel and the Class Representative
agree that they, nor anyone acting at their direction, on their behalf, or in concert with
them (“Restricted Parties”), will contact the media, nor make any public statements
relating to the Settlement or the Class Litigation, including but not limited to by use of
social media, blogs, advertising, and/or to members of the media or private organizations,
until after the Parties move for preliminary approval. If the Restricted Parties are
contacted by the media before the Parties move for preliminary approval, the Restricted
Parties will respond to any inquiries solely by stating that the matter has been resolved to
the satisfaction of all parties. The Restricted Parties agree that they will not comment
about anything related to the Settlement other than that which is publicly available.

19.

No Liability for Refusal to Hire. Defendants shall not be liable for denying or refusing
to hire or otherwise engage the Class Representative who applies for employment or
retention as an independent contractor, consultant or intern notwithstanding this
14

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 16 of 51

covenant. Accordingly, the Class Representative hereby expressly waives and releases
any and all rights and any and all claims that he or she may have to challenge such a
denial of employment or retention as an independent contractor or consultant as
constituting unlawful retaliation or a violation of a law.
20.

Return of Documents/Data. Within sixty (60) days of the Effective Date, Class
Counsel agrees to return or destroy all non-public documents and information produced
by Defendants in the Class Litigation other than its work product, and provide written
notice to Defendants’ Counsel, addressed to the attention of Elise M. Bloom, Esq.,
certifying that it has returned and/or destroyed all such documents.

21.

Mutual Full Cooperation. The Parties will fully cooperate with each other and with the
Claims Administrator to accomplish the terms of this Settlement Stipulation, including
but not limited to, the preparation and execution of documents necessary to implement
this Settlement Stipulation. The Parties will use their best efforts to effectuate this
Settlement Stipulation, including during any appeals, and will use their best efforts to
obtain the Court’s approval of the Settlement and to defend the Settlement from any legal
challenge.

22.

Complete Agreement. No representation, promise, or inducement has been offered or
made to induce any Party to enter into this Settlement Stipulation, which contains the
entire, complete, and integrated statement of all settlement terms and supersedes all
previous oral or written agreements. This Settlement Stipulation may not be amended or
modified except by a writing signed by the Parties’ authorized representatives.

23.

Knowing and Voluntary Agreement. The Parties enter into this Settlement Stipulation
knowingly, voluntarily, and with full knowledge of its significance. The Parties have not
been coerced, threatened, or intimidated into signing this Settlement Stipulation and have
consulted with legal counsel regarding the Settlement Stipulation.

24.

Notifications and Communications. Any notifications or communications made in
connection with this Settlement Stipulation shall be sent to the Parties at the addresses of
their respective counsel as follows:
For the Class Representative
and Class Members:

For Defendants News Corporation and
Fox Entertainment Group, Inc.
Elise M. Bloom
Joshua S. Fox
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
Tel: 212-969-3000
Fax: 212-969-2900
ebloom@proskauer.com
jfox@proskauer.com

Rachel Bien
Sally J. Abrahamson
Outten & Golden LLP
3 Park Avenue, 29th Floor
New York, NY 10016
Tel: 212-245-1000
Fax: 646-509-2060
rmb@outtengolden.com
sabrahamson@outtengolden.com
15

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 17 of 51

25.

Severability. If any part of this Settlement Stipulation is found to be illegal, invalid,
inoperative or unenforceable in law or equity, such finding shall not affect the validity of
any other part of this Settlement Stipulation, which shall be construed, reformed and
enforced to affect the purposes thereof to the fullest extent permitted by law.

26.

Captions and Interpretations. Section or paragraph titles or captions contained herein
are inserted as a matter of convenience and for reference, and in no way define, limit,
extend, or describe the scope of this Settlement Stipulation or any provision hereof. Each
term of this Settlement Stipulation is contractual and not merely a recital.

27.

Binding on Assigns. This Settlement Stipulation shall be binding upon and inure to the
benefit of the Parties hereto and their respective heirs, trustees, executors, administrators,
successors and assigns.

28.

Enforcement of Settlement Stipulation and Governing Law. This Settlement
Stipulation will be governed by New York law. The Parties submit to the jurisdiction of
the Court for all purposes relating to the review, approval, and enforcement of this
Settlement Stipulation.

29.

Settlement Stipulation Form and Construction.

30.

(a)

The terms and conditions of this Settlement Stipulation are the result of lengthy,
carefully considered, arms-length negotiations between the Parties and this
Settlement Stipulation shall not be construed in favor of or against any of the
Parties by reason of their participation in the drafting of this Settlement
Stipulation.

(b)

This Settlement Stipulation may be executed in electronic counterparts, and when
each party has signed and delivered at least one such counterpart, each
counterpart shall be deemed an original, and, when taken together with other
signed counterparts, shall constitute one binding Settlement Stipulation.

(c)

This Settlement Stipulation shall be construed and interpreted to effectuate the
intent of the Parties, which is to provide, through this Settlement, for a complete
resolution of the Class Litigation.

Parties’ Authority. The signatories hereto hereby represent that they are fully
authorized to enter into this Settlement Stipulation and bind the Parties hereto and the
Class Members to the terms and conditions thereof.

IN WITNESS WHEREOF, the Parties each voluntarily and without coercion have caused this
Settlement Stipulation to be signed on the dates entered below:

16

 Case Document 265-2 Filed 07/12/16 Page 18 of 51
DocuSign Envelope ID: 

 

 

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MACKOWN Date

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FOX ENTERTAINMENT GROUP, INC.

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[Title] H. a Date



8791127841609 CURRENTISBZQOBSOVY 06I27l2016 10:09 AM

Case Document 265-2 Filed 07/12/16 Page 19 of 51

Exhibit A

Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 20 of 51

EXHIBIT A
NOTICE OF CLASS ACTION SETTLEMENT

If you were an intern at one of the divisions of Fox Entertainment Group, Inc.
you may be able to participate in a settlement for unpaid minimum wages.
A Federal Court authorized this notice. This is not a solicitation from a lawyer.


In June 2013, a former intern (the “Plaintiff”) sued News Corporation and Fox
Entertainment Group, Inc. (“FEG”) (collectively, the “Defendants”), claiming that they
violated the California Labor Law (“CALL”). The Plaintiff claimed he was owed,
among other things, minimum wages for the internship he had with Defendants.



Plaintiff and Defendants have recently decided to settle the lawsuit. In agreeing to the
settlement, Defendants have not acknowledged any wrongdoing and the Court has not
decided that Defendants have done anything wrong or whether Plaintiff or other interns
should have been paid minimum wage and overtime.



This Notice provides you with information about the settlement. Your legal rights may
be affected by the settlement, and you may have a choice to make by
[Insert
the date 45 days from mailing of first notice sent to any class/collective member].
However, the Court is not advising you on whether or not you should participate.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
To obtain a payment and participate in the settlement, you must complete and mail
back the pink “Class Action Claim Form” (“Claim Form”) and it must be
PARTICIPATE postmarked by [Insert date 45 days from mailing of first notice sent to any
class/collective member.] If you choose to participate in the settlement, you will
release your claims against Defendants.
If you do not want to participate in the settlement, you must exclude yourself by
completing and mailing back the “Request for Exclusion From Class Action
DO NOT
Settlement Form” (“Request for Exclusion Form”) postmarked by [Insert date 45
PARTICIPATE days from mailing of first notice sent to any class/collective member.] If you
exclude yourself, you will not receive a payment and you cannot object to the
settlement.

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 21 of 51

OBJECT

You may write to the Court about why you believe the settlement is not fair or
reasonable. You must object in writing in order to speak to the Court at the Fairness
Hearing (described below) about the fairness of the settlement. If the Court rejects
your objection, and you have not excluded yourself from the settlement, you will be
bound by the terms of the settlement under New York law.



Your rights and options with respect to the settlement – and the deadlines to
exercise them – are explained in this Notice.



The Court in charge of this case still has to decide whether to approve the
settlement. If the Court approves the settlement and after appeals, if any, are
resolved, payments will be made only to those individuals who are eligible and
who complete and return a Claim Form.

BASIC INFORMATION
1.

Why did I receive this Notice?

Records indicate that you completed an unpaid Internship in California for at least two weeks
with one or more of the following divisions of FEG: Fox Filmed Entertainment, Fox Group,
Fox Networks Group, and Fox Interactive Media (renamed News Corp. Digital Media)
between January 1, 2009 and September 1, 2010. A class action involving FEG interns,
MacKown v. News Corporation, et al., (S.D.N.Y. Case No. 13 Civ. 04406) (hereafter “the
Lawsuit”) has been settled. The Lawsuit is overseen by Judge William H. Pauley of the United
States District Court in New York, NY.
You are receiving this Notice because you may be a class and/or collective member covered
by the settlement. This Notice describes the settlement and describes how you may be able to
obtain a payment from the settlement. This Notice also describes how you can exclude
yourself or object to the settlement.
2.

What is this lawsuit about and why did it settle?

The Lawsuit alleges that Defendants violated wage and hour laws with respect to its interns by
failing to pay them at least minimum wage and overtime. Defendants deny violating any laws and
contend that interns were not entitled to any payments at all, although some may have received a
stipend and/or college credits.
Even though the parties believe their respective claims and defenses are strong, they have decided

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 22 of 51

to settle. The Court overseeing the Lawsuit has “preliminarily approved” the settlement as fair.
The Court will make a final decision regarding the settlement’s fairness at the hearing described
in Section 11, below.
3.

What is a Class Action?

The Lawsuit is being settled as a class action. In class actions, one or more persons sue not only
for themselves, but also for other people who have similar claims. These people are known as
class members. In class actions, the plaintiffs ask one court to resolve the issues for all class
members.
In this action, the Plaintiffs have brought a class action under the CALL, and the Court has
conditionally certified the class members and the applicable class period as:
All individuals who had an unpaid Internship in California between January 1, 2009 and September
1, 2010 with one or more of the following divisions of FEG: Fox Filmed Entertainment, Fox Group,
Fox Networks Group, and Fox Interactive Media (renamed News Corp. Digital Media) (the
“Settlement Class”).
For purposes of the Lawsuit, “Internship” means time spent by an individual who was unpaid or
paid less than the minimum wage then in effect while performing activities for Defendants during
the applicable class and collective periods and while performing those activities was identified by
Defendants as an intern.

THE SETTLEMENT BENEFITS – WHAT YOU MAY GET
4.

What does the settlement provide and how much will I be paid?

As part of the settlement, if you submit the attached pink Claim Form, you will receive $495.00 if
you completed at least one unpaid Internship during the applicable class period for a minimum of
two weeks. This payment represents your settlement payment. You will only receive $495
regardless of the number of internships you had, as well as whether you also received a notice to join
the Settlement Class in a related lawsuit, Glatt v. Fox Searchlight Pictures, Inc. (No. 11-CV-6784).1
                                                            

   Counsel for both parties have also entered into a settlement agreement with regard to a related action, Glatt, et al. v.
Fox Searchlight Pictures, Inc., et al. As part of that settlement, the parties have asked the court to certify a FLSA
Settlement Collective of former unpaid interns in certain divisions of FEG from January 18, 2010 through September 1,
2010. There may be some overlap with respect to members of the FLSA Settlement Collective in Glatt and this CA Rule
23 Settlement Class. However, you will nevertheless receive $495, regardless of whether you are both a member of this
CA Rule 23 Settlement Class and the FLSA Settlement Collective in Glatt.    
1

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 23 of 51

You must complete and return the enclosed Claim Form by [Insert date 45 days from mailing
of first notice sent to any class/collective member] to obtain a settlement payment.
As part of this settlement Defendants will pay the settlement payments claimed by class and
collective members (to the extent that class and collective members complete and return claim
forms), Plaintiffs’ counsel’s attorneys’ fees and costs equaling $60,000.00, individual settlement
payments in exchange for a general release of all claims for the intern who brought this Lawsuit of
$3,000 for Plaintiff MacKown, and the Claims Administrator’s fees not to exceed $20,000.

HOW YOU GET A PAYMENT
5.

How can I receive my payment?

To receive your payment, you must properly complete and return the attached pink Claim
Form (preferably in the enclosed postage-paid envelope) postmarked by no later than [Insert
the date 45 days from mailing of first notice sent to any class/collective member]. You may
also fill out and submit the Claim Form at [insert website]. A Claim Form submitted by
email, fax, or through the website must be actually received by the Claims Administrator on
or before [Insert the date 45 days from mailing of first notice sent to any class/collective
member.]
If the Court approves the settlement, the Claims Administrator will send your payment
directly to you at the address indicated on the Claim Form or at the updated address you
provide.
6.
When will I receive payment?
The Court will hold a Fairness Hearing on [insert date], at [time] to decide whether to approve
the settlement. If the Court approves the settlement and if there are no appeals, then the Claims
Administrator will mail your payment to you after the effective date of the settlement. The
parties are hopeful that the settlement checks will be issued in Winter 2016.
You will need to deposit or cash your settlement check within one hundred twenty (120) calendar
days after it is dated. Any uncashed amounts after that date will be returned to Defendants.
7.

How will my payment be taxed?

One-half of your settlement payment will be paid in the form of a payroll check from which all
ordinary payroll taxes and withholdings will be deducted. This payment will be reported on an
IRS Form W-2 issued at the appropriate time. The other half of your payment will be paid in

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 24 of 51

the form of a non-payroll check from which no payroll taxes or withholdings will be deducted.
This payment will be reported on an IRS Form 1099 issued at the appropriate time.
8.

What am I giving up by settling my claim?

Unless you timely return the enclosed Request for Exclusion Form by [Insert the date 45days
from mailing of first notice sent to any class/collective member] (as discussed in Section 9
below), if the Court grants final approval of the settlement, you will release Defendants from any
claims under California law between January 1, 2009 and [Insert date of preliminary approval]
that you may have for unpaid wages and overtime based on an Internship, all claims under
California law asserted in the Lawsuit, and any claims under California law that arise from or are
related to the facts alleged in the Lawsuit.
If you complete and return a Claim Form, you will also release any claims under the federal Fair
Labor Standards Act between January 18, 2010 and [Insert date of preliminary approval] that you
may have for unpaid wages and expenses based on an Internship, all Fair Labor Standards Act claims
asserted in the Lawsuit, and any claims under the Fair Labor Standards Act that arise from or are
related to the facts alleged in the Lawsuit. You will not release any Fair Labor Standards Act claims
if you do not return a Claim Form.
When claims are “released,” that means that a person covered by the release cannot sue the
Released Parties, for any of the claims that are covered by the release. The exact terms of the
release in the Settlement Stipulation are set forth in the attached Claim Form.

EXCLUDING YOURSELF FROM THE SETTLEMENT
9.

How do I exclude myself from the Settlement?

If you do not want to participate in the settlement, you must timely return the enclosed Request for
Exclusion Form by [Insert the date 45 days from mailing of first notice sent to any
class/collective member]. If you exclude yourself, you will not release any legal claims and you
will preserve your right to sue Defendants on your own for alleged violations of the wage and
overtime laws with respect to your Internship(s). Your claims will be subject to a statute of
limitations. If you exclude yourself from the settlement, you cannot object to the settlement.
To exclude yourself, you must complete, sign and return the attached green “Request for

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 25 of 51

Exclusion from Class Settlement” form to the Claims Administrator. You must mail the request
for exclusion to [Insert address], by First Class U.S. mail or equivalent, postage paid, postmarked
on or before [Insert the date 45 days from mailing of first notice sent to any class/collective
member]. You may also return the “Request for Exclusion from Class Settlement” form by that
date by faxing it to ______ or emailing it to _______. To be valid, the request for exclusion must
be signed by you. No class member may submit a request for exclusion through an agent or
attorney or on behalf of another class member.

OBJECTING TO THE SETTLEMENT
10.

Can I object to the settlement?

Yes, you may object to the proposed settlement if you wish to do so. If you wish to object, you
must submit a written objection to the Claims Administrator, postmarked no later than [Insert the
date 45 days from mailing of first notice sent to any class/collective member]. You may also send
your objection by that date by email or fax, although the email or fax must be received by the
Claims Administrator no later than [Insert the date 45 days from mailing of first notice sent to
any class/collective member].
Your written objection must include your name, your address, a statement describing the reasons
for your objection, and any other documents you believe the Court should consider in evaluating
the settlement's fairness.
You cannot object to the settlement if you have excluded yourself as described in Section 9. The
Court will consider your objection whether or not you attend the Fairness Hearing, described in
Section 11 below. If you intend to personally attend and speak during the hearing, you must clearly
indicate this in your written objection.
If you object and the Court rejects your objection, you will still be bound by the terms of the
Settlement approved by the Court under New York Law.

THE COURT’S FAIRNESS HEARING
11.

When is the Fairness Hearing?

The Court will hold a Fairness Hearing at [INSERT TIME] on [INSERT DATE] at the United
States District Court for the Southern District of New York, _________, New York, New York,
Courtroom ___.
At this hearing, the Court will decide whether the settlement is fair, reasonable and adequate. If

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 26 of 51

there are objections to the settlement, the Court will consider them. You may attend the hearing
and you may ask to speak, but you don’t have to.
After the Fairness Hearing, the Court will decide whether to grant the settlement final approval.
Thus, all provisions of this settlement are still subject to the Court’s final approval. The parties do
not know how long it will take for the Court to issue its decision.
12.

Do I have to attend the Fairness Hearing?

No, you are not required to attend the Fairness Hearing. Class Counsel will represent you at the
hearing. You are welcome to come to the hearing at your own expense. You may also pay your
own lawyers to attend the hearing, but it is not necessary to do so.
As discussed in Section 10, above, if you wish to object to the settlement, you can do so in
writing before the Fairness Hearing and do not need to attend the hearing.

THE LAWYERS REPRESENTING YOU
13.

Do I have a lawyer in this case?

The Court decided that the lawyers at the law firm of Outten & Golden LLP are qualified to
represent all class and collective members. These lawyers have been designated as “Class
Counsel” in this Lawsuit. More information about Outten & Golden LLP is available at
www.outtengolden.com.
If you decide to participate in the settlement and do not wish to be represented by Class Counsel,
you have the right to hire your own attorney at your own expense.
14.
How will Class Counsel be paid?
Class Counsel will ask the Court to approve a payment to them of $60,000.00 for their attorneys’
fees and out of pocket costs. Class Counsel seeks these attorneys’ fees to pay for investigating
the facts of this case, litigating this case, and negotiating the settlement.
15.

Who is representing Defendants in connection with the Settlement?

Defendants are represented by the law firm of Proskauer Rose LLP (New York, New York) in this
action.

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 27 of 51

REQUESTING MORE INFORMATION
16.

How can I request more information about the settlement?

You can contact Class Counsel for more information about the settlement at:
Rachel Bien, Esq. & Sally J. Abrahamson, Esq.
Outten & Golden LLP
3 Park Avenue, 29th Floor
New York, New York 10016
(212) 245-1000 or toll-free at (877) 468-8836
___________case@outtengolden.com
PLEASE DO NOT CALL THE COURT OR THE CLERK ABOUT THE SETTLEMENT.
Date:
Approved as to Form and Content:

Hon. Lorna G. Schofield
United States District Judge
United States District Court for the Southern District of New York

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 28 of 51

MacKown v. News Corporation., et al., (S.D.N.Y. Case No. 13 Civ. 4406)
CLASS ACTION CLAIM FORM
SUBMIT THIS FORM TO RECEIVE PAYMENT UNDER THIS SETTLEMENT AND
RELEASE YOUR CLAIMS AGAINST NEWS CORPORATION AND FEG
***
1. Instructions
a. If you wish to receive a payment and participate in the settlement, you must
properly complete and return this Class Action Claim Form (“Claim Form”)
(preferably in the enclosed postage-paid envelope) postmarked by not later than
[Insert the date 45 days from mailing of first notice sent to any class/collective
member]. You may also return this Claim Form, included below, by faxing it to
[Insert Claims Administrator fax number] or emailing it to [Insert Claims
Administrator Email address]. If it is faxed or emailed, it must be received by
the Claims Administrator no later than [Insert the date 45 days from mailing of
first notice sent to any class/collective member.]
b. To be considered timely, a Claim Form must be postmarked on or before
[Insert the date 45 days from mailing of first notice sent to any class/collective
member] or faxed or emailed so that it is received on or before [Insert the date
45 days from mailing of first notice sent to any class/collective member.]
c. To properly complete the Claim Form, you must provide the personal information
requested below in Paragraph 2, and attest that you have truthfully responded to
the questions below in Paragraph 3 to determine your class membership.
d. Any Claim Form that is not submitted by First Class Mail or the equivalent, or is
postmarked or received by fax or email after [Insert the date 45 days from
mailing of first notice sent to any class/collective member], is not addressed to
the proper address, or is not signed and dated by the class or collective member
under penalty of perjury will not constitute a valid claim and payment will be
denied unless otherwise ordered by the Court. For more information on the
settlement and how your payment will be calculated, as well as your rights in
connection with the settlement, please see the attached Notice, above.
e. WE ENCOURAGE YOU TO MAKE A COPY OF THE SIGNED CLAIM
FORM FOR YOUR RECORDS.
f. Changes of Address: It is your responsibility to keep a current address on file with
the Claims Administrator. This is the address that will be used to mail your
payment and tax forms. Please make sure to notify the Claims Administrator of
any change of address.

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 29 of 51

2. Personal Information (please print) (Note: Your street address, email address and
social security number will be kept confidential by the parties and the Claims
Administrator and used only for purposes of processing your payment and reporting tax
information.)
a. Your name:

__________________________________.

b. Your name while an intern
at an appropriate division of
defendants2 (if different):
__________________________________.
c. Current Street Address:

__________________________________.

d. Current City/State/Zip:

__________________________________.

e. Current Email Address:

__________________________________.

f. Current Phone Number:

__________________________________.

3. Class Membership
Please provide the following information about your Internship to the best of your
recollection. You may make a claim whether or not you complete this section. If you do
not know or cannot remember, provide the most complete information that you have.
Please provide to the best of your recollection:
a. Location(s):

________________________

b. Internship Date(s)

________________________

c. Department(s):

________________________

a.
4. Release
By signing below, and accepting benefits under the Settlement Stipulation, I, on behalf of
my current, former and future heirs, spouses, executors, administrators, trustees, agents,
assigns and legal representatives, fully release and discharge the Released Parties (which
                                                            
2

Appropriate divisions of Defendants include one of the following divisions of FEG: Fox Filmed
Entertainment, Fox Group, Fox Networks Group, and Fox Interactive Media (renamed News Corp. Digital Media).

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 30 of 51

is defined in Section 1 (aa) of the Settlement Stipulation and printed below) from any and
all Wage and Hour Claims (which is defined in Section 1 (ff) of the Settlement
Stipulation and printed below), including without limitation claims under the California
Labor Code (including but not limited to California Labor Code Sections 203, 218.5,
218.6, 226.7, 510, 512, and 1194 et seq.), California’s Wage Orders (including but not
limited to all claims related to unpaid wages (including alleged unpaid overtime or
missed meal or rest periods) or other compensation, as well as all claims related to
penalties associated therewith), and California’s Unfair Competition Laws (including
California Business and Professions Code Section 17200 et seq.), whether known and/or
unknown, suspected and/or unsuspected, from January 1, 2009 through [insert date of
preliminary approval] relating to any Internship with Defendants, including without
limitation all claims for restitution (including interest) and other equitable relief,
liquidated damages, interest, compensatory damages, punitive damages, penalties of any
nature whatsoever, other compensation or benefits, attorneys’ fees and costs. In addition,
I forever agree not to institute or receive any other relief from any other suit,
administrative claim or other claim of any sort or nature whatsoever against the Released
Parties, up to and including [insert date of preliminary approval], relating to the claims
being settled herein.
I further agree to expressly waive and assume the risk of any and all claims for damages
against Defendants relating to the claims being settled herein which exist in his or her
favor from January 1, 2009 through the Preliminary Approval Date but of which I do not
know or suspect to exist, whether through ignorance, oversight, error, negligence, or
otherwise, and which, if known, would materially affect my decision on whether to
submit a valid and timely Request for Exclusion Form as set forth in Section 13(g) of the
Settlement Stipulation and/or a Valid Claim Form as set forth in Section 13(c) of the
Settlement Stipulation. Accordingly, I acknowledge that I have read the provisions of
California Civil Code Section 1542, which provides as follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if
known to him or her must have materially affected his or her settlement with the
debtor
and that I expressly waive, relinquish, and forfeit all rights and benefits accorded by the
provisions of the California Civil Code Section 1542, and furthermore waive any rights
that I may have to invoke said provisions now or in the future with respect to the claims
released by me and being settled herein.
I verify that I have not assigned any of the claims described above.
“Released Parties” means Defendants and any and all of Defendants’ past, present and
future parents, subsidiaries and affiliates and their past, present and future, owners,
partners, legal representatives, members, managers, employees, fiduciaries, trustees,
employee benefit plan administrators, agents, insurers, re-insurers, successors and
assigns, each whether acting in his or her official or individual capacity, and all

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 31 of 51

persons and/or entities acting by, through, under or in concert with any of them and
any individual or entity which could be jointly liable with any of them, each whether
acting in his or her official or individual capacity.
“Wage and Hour Claims” means any suits, actions, causes of action, complaints,
charges, grievances, claims, demands, debts, losses, obligations and/or liabilities based
on an alleged violation of or related to any federal, state or local wage and hour law,
including but not limited to the FLSA, New York law, or local law, including, but not
limited to, for the failure to provide wages, overtime pay, failures in record keeping,
spread of hours pay or other claims that were alleged or could have been alleged in the
Class and Collective Litigation.
5. Consent
By completing, signing, dating and returning this Claim Form I agree to the release of
claims set forth above. I designate Outten & Golden LLP to represent me in this Lawsuit
for purposes of the settlement only. I received and have read and understand the Notice
of Class Action Settlement in this Lawsuit, and I wish to be included in the class and
participate in the proposed settlement.
6. Signature
I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE
AND CORRECT.
Date: ______________________, 20__

Signature: ______________________________
 

 

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 32 of 51

MacKown v. News Corporation, et al., (S.D.N.Y. Case No. 13 Civ. 04406)

REQUEST FOR EXCLUSION FROM CLASS ACTION SETTLEMENT FORM
***
SUBMIT THIS FORM ONLY IF YOU DO NOT WISH TO REMAIN A CLASS
MEMBER.
IF YOU SUBMIT THIS FORM, YOU WILL NOT BE ELIGIBLE TO RECEIVE
ANY MONEY FROM THIS SETTLEMENT.
***
____________________________________________________________
Signature
____________________________________________________________
Print Name
I wish to exclude myself from, or opt out of, the class settlement reached in MacKown v.
News Corporation, et al., (S.D.N.Y. Case No. 13 Civ. 04406). I understand that by opting out, I
will be excluded from the class settlement and will receive no money from the settlement. I
understand that if I opt out, I may bring a separate lawsuit. I understand that in any separate
lawsuit, it is possible that I may receive nothing or less than I would have received if I had filed a
Class Action Claim Form in this Lawsuit. I understand that any separate lawsuit by me will be
undertaken at my own expense and at my own risk. I understand that counsel for the class
members will not represent my interests if I opt out of the class settlement.
SEND TO THE CLAIMS ADMINISTRATOR AT:

THIS FORM MUST BE MAILED BY U.S. FIRST CLASS MAIL, POSTMARKED OR
RECEIVED BY FAX OR EMAIL NO LATER THAN:
[Insert the date 45 days from mailing of first notice sent to
any class/collective member]
KEEP A COPY OF THIS FORM FOR YOUR RECORDS. YOU MAY WISH TO REQUEST
A RETURN RECEIPT FROM THE POST OFFICE
 

 Case Document 265-2 Filed 07/12/16 Page 33 of 51

Exhibit 

DocuSign Envelope ID: 0218E35D-210F-46F4-B436-6E5AAD3F20CA

Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 34 of 51

EXHIBIT B
CHRISTOPHER MACKOWN
GENERAL RELEASE
This General Release Agreement (“General Release”) is made as of the ____ day of _______
2016, by and among Christopher MacKown and News Corporation and Fox Entertainment
Group, Inc. (“FEG”) (“Companies”). For purposes of this General Release, reference to the
Companies means News Corporation and FEG collectively.
Unless otherwise specified in this General Release, the terms used herein (including capitalized
terms) shall have the same meanings as those set forth in the Settlement Agreement.
For good and valuable consideration that Christopher MacKown receives from the Companies
pursuant to the Settlement Agreement in MacKown v. News Corporation, et al., (S.D.N.Y. Case
No. 13 Civ. 04406) (“Settlement Agreement”), including a payment as a member of the
Settlement Class (as defined in the Settlement Agreement), and a Payment (as defined in the
Settlement Agreement) Christopher MacKown agrees as follows:
1. General Release of Claims/Covenant Not to Sue.
a. I, on behalf of myself, my heirs, executors, administrators, trustees, legal
representatives and assigns (hereinafter referred to collectively as “Releasors”),
forever release and discharge Fox Searchlight Pictures, Inc., Fox Entertainment
Group, Inc., News Corporation, Twenty-First Century Fox, Inc., and all of their
respective divisions, units, subsidiaries, parents, current and former employees,
officers, directors, agents, shareholders, attorneys, accountants, assigns,
successors in interest, predecessors in interest, entities affiliated with it, and joint
venturers (collectively “Released Parties”), from any and all claims, demands or
liabilities whatsoever, whether known or unknown or suspected to exist by you,
which you ever had or may now have against the Company or any other Released
Party by reason of any and all matters from the beginning of time to the date of
this agreement, including but not limited to any and all charges, complaints,
claims, demands or liabilities in connection with your retention by the Company
as an intern or pursuant to any federal, state or local laws, regulations, executive
orders or other requirements.
b. Without limiting the generality of the foregoing, this Agreement is intended to
and shall release the Released Parties from any and all claims, whether known or
unknown, which Releasors ever had, now have, or may have against the Released
Parties arising out of my internship and/or my separation from that internship,
including, but not limited to: (i) any claim under the Age Discrimination in
Employment Act, or the Older Workers Benefit Protection Act, (ii) any claim
under Title VII of the Civil Rights Act of 1964 or under the Civil Rights Act of
1991, (iii) any claim under the Americans with Disabilities Act; (iv) any claim
under the Employee Retirement Income Security Act of 1974 (excluding claims
for accrued, vested benefits under any employee benefit or pension plan of the
-1-

 DocuSign Envelope ID: 0218E35D-210F-46F4-B436-6E5AAD3F20CA

Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 35 of 51

Released Parties subject to the terms and conditions of such plan and applicable
law) or the Family and Medical Leave Act; (v) any claim under California Fair
Employment and Housing Act; California Family Rights Act, the Unruh Civil
Rights Act, California Pregnancy Disability Leave Law, California Labor Code
(including but not limited to California Labor Code Sections 203, 218.5, 218.6,
226.7, 510, 512, and 1194 et seq.), California’s Wage Orders (including but not
limited to all claims related to unpaid wages (including alleged unpaid overtime
or missed meal or rest periods) or other compensation, as well as all claims
related to penalties associated therewith), and California’s Unfair Competition
Laws (including California Business and Professions Code Section 17200 et seq.);
(vi) any other claim of discrimination or retaliation relating to my internship
(whether based on federal, state, or local law, statutory or decisional); (vii) any
other claim relating to or arising out of my internship, the terms and conditions of
such internship, the termination of such internship, and/or any of the events
relating directly or indirectly to or surrounding the termination of that internship,
including but not limited to breach of contract (express or implied), breach of a
covenant of good faith and fair dealing, wrongful discharge, detrimental reliance,
libel, slander, defamation, negligence, assault, prima facie tort, invasion of
privacy, loss of consortium, emotional distress or compensatory or punitive
damages; and (viii) any claim for attorneys' fees, costs, disbursements and/or the
like. I acknowledge that nothing in this Agreement shall be a waiver of claims
that may arise after the date on which I sign this Agreement.
c. I acknowledge that there is a risk that subsequent to the execution of this
Agreement, I will incur or suffer damage, loss or injury to persons or property that
is in some way caused by or connected with my internship or the separation
therefrom, but that is unknown or unanticipated at the time of the execution of
this Agreement. I do hereby specifically assume such risk and agrees that this
Agreement and the releases contained herein shall and do apply to all unknown or
unanticipated results of any and all matters caused by or connected with my
internship or the separation therefrom, as well as those currently known or
anticipated. Accordingly, I acknowledge that I have read the provisions of
California Civil Code Section 1542, which provides as follows:
“A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor”
and that I expressly waive, relinquish and forfeit all rights and benefits accorded
by the provisions of California Civil Code Section 1542, and furthermore waive
any rights that I might have to invoke said provisions now or in the future with
respect to any claims released in this Agreement.
d. I acknowledge that nothing in this Agreement prevents me from providing
truthful information to any governmental entity, nor does it interfere with my
right to file a charge with or participate in any investigation or proceeding

-2-

 DocuSign Envelope ID: 0218E35D-210F-46F4-B436-6E5AAD3F20CA

Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 36 of 51

conducted by the Equal Employment Opportunity Commission or a state or local
fair employment practices agency. Nevertheless I acknowledge and agree that I
hereby waive any right to seek or to share in any relief, monetary or otherwise,
relating to any claim released herein whether such claim was initiated by me or
not.
e. I also acknowledge and agree that I am and will be bound by the release to
Settlement Class Members as set forth in the Settlement Agreement and Final
Approval Order.
f. I agree that I have settled all claims for pay and benefits otherwise due to me by
virtue of my internship up through the date I sign this General Release.
2. Miscellaneous Provisions.
a. No Admission of Liability. I specifically understand and agree that by entering
into this General Release and the Settlement Agreement, the Companies and the
Released Parties do not admit any liability whatsoever to me or to any other
person arising out of any claims heretofore or hereafter asserted by me and the
Companies, for themselves and on behalf of other Released Parties expressly
denies any and all such liability.
b. Entire Agreement. This General Release and the Settlement Agreement constitute
the entire agreement with respect to the subject matter discussed therein and,
unless specifically mentioned otherwise in the General Release or the Settlement
Agreement (and related documents), supersede and replace all prior agreements
and understanding covering the same or similar subject matter, written or oral,
between me and the Released Parties.
c. Signing of Release. I understand that I must sign this General Release no earlier
than the date of Preliminary Approval and no later than the last day to opt-out of
the Settlement Agreement and that this General Release will become effective at
the Effective Date of the Settlement Agreement, otherwise if the Effective Date of
the Settlement Agreement is not reached this General Release will become null
and void. I also understand that all payments to be made by Defendants to me
under the terms of the Settlement Agreement are contingent upon the Settlement
Agreement becoming effective and this General Release becoming effective.
d. Ownership of Claims. I represent and warrant that I have not assigned or
transferred any claim I am releasing, nor have I attempted to do so.
3. Exclusions: The general release that I am providing herein does not extend to rights I
have to enforce the provisions of this Agreement, nor does it include or intend to include
claims I may not release as a matter of law (including claims for indemnity or for
workers’ compensation benefits under the California Labor Code).

-3-

 DocuSign Envelope ID: 0218E35D-210F-46F4-B436-6E5AAD3F20CA

Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 37 of 51

Christopher MacKown represents and warrants that he is hereby advised to and has had the
opportunity to consult with his attorneys (Class Counsel) about all the terms herein before
signing this General Release; that he has had a reasonable time to consider the terms of this
General Release, which has been negotiated by his independent attorneys (Class Counsel); that
he fully understands all of its terms, and voluntarily assents to all terms and conditions contained
herein.
CHRISTOPHER MACKOWN FURTHER REPRESENTS AND WARRANTS THAT HE
HAS FULL LEGAL CAPACITY TO ENTER INTO THIS GENERAL RELEASE, THAT
HE HAS CAREFULLY READ THIS GENERAL RELEASE, AND THAT HE HAS HAD
A FULL OPPORTUNITY TO REVIEW WITH COUNSEL IN HIS DISCRETION, AND
THAT HE HAS EXECUTED THIS GENERAL RELEASE VOLUNTARILY, WITHOUT
DURESS, COERCION OR UNDUE INFLUENCE.
Date: ____________________
__________________________
Christopher MacKown

-456312009v2

 Case Document 265-2 Filed 07/12/16 Page 38 of 51

Exhibit 

Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 39 of 51

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

CHRISTOPHER BRUCE MACKOWN,
on behalf of themselves and all others similarly

X

situated,

Civil Action No. 13-CV-4406
(WHP)

ECF Case

Plaintiffs,
-against-

FOX ENTERTAINMENT GROUP, INC. , NEWS:
CORPORATION,
Defendants.

X

STIPULATION AND CONFIDENTIAI. ITY AGREEMENT
WHEREAS, Plaintiff Christopher Bruce MacKown
action against Defendants Fox Entertainment

("Plaintiff')

has commenced this

Group, lnc. and News Corporation

("Defendants*');

WHEREAS, the parties are presently engaged in settlement of this action and anticipate
that naay contain confidential,

exchanging documents

and information

or personal information

concerning the parties, Defendants'

interns, entities affiliated with Defendants,

forming the subject

proprietary,

trade secret,

current and former employees and

other third persons and/or the events and occurrences

of this action;

The parties to this action, through their respective counsel of record, HEREBY

STIPULATE to thc following:

1.

For the purposes of this Confidendality

Agrccmcnt, "Confidential Information"

shallinclude:

a.

documents
al'filiated

57108368v1

or information
with Defendants

containing proprietary

matters

of Defendants, entitics

or other third persons, such as, without limitation,

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 40 of 51

documents or information

that contain trade secrets and/or confidential

financ!al

matters; and

b.

documents that contain sensitive information

about Defendants* employees,

interns, third parties or entities affiliated with Defendants,

limited to personally identifiable information

including but not

other than names, such as social

security numbers, addresses, birth dates, account numbers, email addresses, and
telephone phone numbers.
Confidential

Information

shall not include information

or documents that have been previously

disclosed to the public.

2.

All information

within the definition

or material(s) that the producing party believes in good faith fits

in paragraph

I above may be marked or designated

trcatcd!n accordance with the provisions of this Confidentiality

3.

"Confidential,

Order.

A non-party may designate materials produced by that pe!son or enuty in

response to a subpoena as Confidcntia!.

A party may also designate all or t!ny port!on of any

materials produced by a non-party in response to a subpoena as Confidential,
writing that it desires to do so within ten

4.

Confidential

and retained for purposes

Information

by stating in

(10) business days after receipt of the materials.
produced in connection with this action may be used

of this action only,

and may not be used in any other action, lawsuit,

litigation, arbitration, mediation or other proceeding(s).
communicated

" to be

It may not be used or in any way

to anyone, including, but not limited to, attorneys or other litigants, for any

purpose other than to prosecute or defend against the claims asserted in this action.

5.

Access to and/or disclosure of all or any part of the Conl'idential

be permitted and/or communicated

57!08368v!

Information

only to the following persons (the "Designated Persons"

shall

):

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 41 of 51

a.

The parties to this action;

b.

Any employee or I'ormcr employee

of Defendants reasonably necessary

I'or

purposes of this action;

c.

Non-party deponents,

U. S.C,

lt

any individual

who opts into this action pursuant

to 29

216(b), or witnesses to be called at a hearing and/or trial, if: (1) the

attorney making the disclosure advises the deponent that this Confidentiality

Confidential

Order bars the deponent from divulging
Confidential

Information

(2) the

is not left in the possession of the deponent; and (3) he

or she signs the undertaking

d.

Infotmation;

in the form

of Exhibit A hereto;

Counsel for the parties to this action, including in-house counsel, and their
paralegals and/or assistants, who are charged with responsibility

actively engaged in the prosecution or del'ense of this action
Counsel's employees and independent

for and are

("Counsel" ).

contractors, including paralegais,

secretaries and clerical employees, who are 'tctually involved in defending or
prosecuting

e.

this action;

Employees and independent

contractors (other than Counsel's paralegals and

assistants) hired or retained by a party solely for the purpose of prosecuting or
defending this action;

f.

Experts and consultants retained by a party to assist in the prosecution or dcfcnse

of this action;
g.

Court reporters at deposition and trial or in connection with any hearing itt this

action;
h.

Mediators before whom the parties mediate thc claims asserted in this action;

-357108368v1

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 42 of 51

The Judge, Magistrate Judge and jurors in this action and

i.

well as the personnel

j.

of appropriate appcHatc courts;

aH

Court personnel, as

and

Any other person that the disclosing patty may agree in writing may receive such

information.

Each of the Designated Persons identified in paragraphs 5(c), 5(e), 5(f) and 5(j) to

6.

whom access to Confidential

Information

Information

is permitted and/or disclosure of Confidential

is made shaH, prior to such access or disclosure, be required to read this

Confidentiality

in the form

Order anti sign the undertaking

of Exhibit A hereto. If any such

person fails or refuses to agree in writing to comply with the terms of this Confidentiality

as to any particular Confidential
not be permitted

Information,

disclosure of such Confidential

Order

Information

shall

to that person at that time. The parties, or any of them, may then seek rclicf

from the Court as to, among other things, whether or not such person is onc to whom the

Confidential

Infortnation

7.

shoukl be disclosed.

In making copies ol'Confidenti

!Information,

reasonable precautions

shaH be

taken to ensure that all copies remain within the possession of counsel for the parties or those

entitled to access to the Conl'idential

8.

Conl'idential

Inl'ormation

Information

under Paragraph

5, above.

may be used solely in connection with this action,

including but not limited to for thc purposes of depositions, motions, hearings, briefs, preparation

for trial, and trial. Except as specifically provided hcrcin, each Designated Person will hold in
confidence and not disclose to anyone else, or use in any fashion, any Confidential

or any excerpt, summary,

9.
notwithstanding

57108368v1

Information,

abstract or index thereof.

This Confidentiality

Order shaH not alter the rights of any such person who,

disclosure pursuant to this Confidentiality

Order, currently has access to, or

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 43 of 51

possession of, Confidential

Order shall prevent the

Nothing in this Confidentiality

Information.

producing party from using or disclosing its own Con('idential

Information

in any way it deems

appropriate.

10.

If Confidential Information

be present who arc authorized

by the terms

is disclosed at a deposition, only those persons may

of this Confidentiality

Order to have access lo such

The disclosing party shall have the right to exclude from attendance at the deposition,

material.

Information

during the time the Confidential

authorized by this Confidentiality
any party, the portions

Order to receive the Confidential

Information.

If requested by

of the deposition transcripts which refer to the Confidential Inforination

shall be marked or designated

Confidentiality

is to be discussed or disclosed, any person not

as *'Confidential" and treated in accordance with the terms of this

Order. Confidential

designation(s)

with respect to depositions must be made

within twenty (20) business days after that patty receives the court reporter's transcript for that

deposition.

11.

No modification or other change to this Confidentiality

Agreement

shall be

effective unless it is in writing and signed by counsel of record, or has been reduced to an order

of the Couit.
12.

By agreeing to the procedures set forth in this Confidentiality

the parties agrees to produce any docunient(s)

have with respect to the production

herein shall prejudice the right

information.

Agreement,

none

of

or waives or prejudices any objection he or it may

of any document(s) or information.

Nothing contained

of a party to object to the production of any document(s) or

In addition, the fact tha( a party has entered into this Confidentiality

Agreement

is

not, and shall not be argued or deemed to constitute, a waiver of any objections they may have to
the production

57108368v1

of documents (including

any objections based upon the attorney-client

and/or

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 44 of 51

attorney work-product

of any

This Confidentiality

privileges).

Agrccmcnt docs not prejudice thc right

of documents or to apply

party to apply to the Court for an Order compelling production

to the Court for:

a.

a Confidcn(iality

b.

an order declaring that a document(s)

Order relating to any discovery in this action; or,
designated as "Confidential

or information

Information" is not confidential and should not be subject to this Confidentiality
Agreement; and likewise does not prejudice the right of any party to object to any
such application or motion.

Pending a determination

by the Court, material designated

treated as Confidential Information

13.

as confidential by a party shall be

as provirled in this Confidentiality

Agreement.

Consistent with thc case law in the Second Circuit and without intending to

expand it herein, if a party bclicves that a docutnent(s) or information

from discovery Durst1ant to the attorney-client
privilege or imr,

.

Dity h

' been

.

i. .proper!

y

that it believes is imtnune

privilege, work product immunity,

and/o. inadvertet

tly produced, such productiot. shall

not be deemed a waiver of any. privilege as to (a) that document or information
document or in!ormation on the same or 8 related subject matter.

notice, the receiving party shall immediately
information

descriptions thereof, and shall immediately

is requested.

produced is deemed

Vpon receipt of such

gather the original and all copies

of which the receiving party is aware,

in addition

of the document or

to any abstracts, summaries,

return the original and all such copies to the

producing patty. Nothing stated herein shall preclude a party from challenging

privilege by another party.

57108388v1

or (b) any other

The producing party may give

written notice to the receiving party that the document or information

privileged and that return of the document or information

or any other

-6-

an asserted

or

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 45 of 51

14.

If any information Confidential Information

being marked in accordance with this Confidentiality

as Confidential

Information

Until the document or other material

it, the party discovering the

by thc party producing

document or material shall be entitled to treat it as non-conftdential.
material is designated as Confidential

Information,

produced without

the failure to so mark the

Agreement,

document or other material shall not be dccmcd a waiver.

is designated

is inadvertently

When the document or

however, counsel to the party discovering it

shall take prompt and reasonable steps to have the document or material marked and treated as

Confidential

Information

or to return the document or material to the producing party for
1, above, of this Confidentiality

"Confidential*' designation pursuant to paragraph

15.

If a party believes that a document(s) or information

designated as Confidential

Information,

has been improperly

the party may challenge the designation.

shall meet and confer and attempt to resolve any dispute.

If they

Agreement.

The parties

are unable to resolve their

dispute(s), the disclosing party may seek a protective order from the Court, or, alternatively,
patty challenging

the designation

has been improperly

may seek an order from thc Court declaring that the document

designated as Confidential

Information.

filing, a party provides written notice challenging

If, in connection with a Court

the confidential

document to be included in that filing, the confidential designation
fail to agree in writing to continue the Confidential

designating

Information

designation

with respect to a

shall be lost

designation;

if: (i) the parties

or (ii) the

party fails to seek a protective order from the Court with respect to the designation

within seven (7) business days

of receiving the written notice. Pending a determination

Court, material designated as confidential by a party shall be treated as Confidential
as provided in this Confidentiality

57108368v1

the

Agreement.

by thc

Information

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 46 of 51

I 6.

rules of Judge William H. Pauley III, the party

In accordance with thc individual

seeking to file any document containing Confidential

Information

other papers that contain(s) or refer(s) to any Confidential

or any pleadings, motions, or

Information

shall apply to the Court

for leave to file such document or papers under seal. If leave is granted, the party shall file such
document or papers under seal.

If leave is denied, thc party

in accordance with the Court's instructions,

shall file such documents

including, if instructed

or papers

to do so, by filing them

publicly via ECF. Where possible, only confidential portions of such filings with the Court shall

be filed under seal. To avoid the unnecessary

of documents under seal, counsel for the

filing

parties may request waiver of the provisions of this paragraph,
unreasonably

17.
Confidential

and such waiver will not be

withheld.

This Confidentiality
Information

Agreement shall not apply to thc submission

at a hearing or trial. The parties agree thai they will, in advance

heainng or trial, negotiate in good faith concerning

Coutx for the treatn. ent

or filing of

procedure to propose

an appropriate

of Confidential Information at trial.

of a

to!he

In thc cvcnt thc parties cannot agree

to such a procedure to propose to the Court, each party shall be free to apply to the Court for the
eniry

of an order concerning thc treatment of its Confidential Information

Nothing in this Confidentiality

document or information

18.

at hearing and/or trial.

Agreement shall be construed to affect the admissibility

of any

at a hearing and/or trial.

All Confidential

Information

produced in this action during discovery, and all

copies, digests, or summaries made thereof, including copies, digests, or summaries distributed
to experts or consultants,

and those appended

to depositions,

producing party within sixty (60) days after final determination
the non-producing

57108366v1

party possessing such Confidential

-8-

shall either be;

(I) returned

to the

of this action; or (2) destroyed by

Information

within sixty

(60) days al'ter

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 47 of 51

fina) determination

of this action.

In the event a party chooses the latter option, the party shall

provide the other party with a written statement attesting to such destruction

after such destrucdon occurs. Notwithstanding

Information.

~, 2016

New York, New York

OUTTEN & GOLDEN LLP

PROS KAUER ROSE LLP

By:

By:

(212) 245-1000
Attorneys for Plaintiff

Attorneys

Rachel Bien
Sally Abrahamson
3 Park Avenue, 29' Floor
New York, New York 10016

5710B368vi

(10) days

thc foregoing, counsei in this action may keep

copies of work product and Court filings that contain or refer to Confidential
Dated: July

within ten

FJise M. Bloom
Joshua S. Fox
Eleven Times Square
New York, New York 10016

(212) 969-3000

for Defendants

 Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 48 of 51

EXHIBIT A
UNITED STATES DISTRICT COURT
SOUTIIERN DISTRICT OF NEW YORK

X

CHRISTOPHER BRUCE MACKOWN,
on behalf of themselves and all others similarly

Civil Action No. 13-CV-4406

(WHP)

situated,

ECF Case

Plamtiffs,
-against-

FOX ENTERTAINMENT GROUP, INC. , NEWS:
CORPORATION,

Defendants.

------- X

AGREEMENT TO BE BOUND BY
STIPULATION AND CONFIDENTIALITY AGREEMENT
Thc undersigned

!.

hcrcby states as follows:

I have read the Stipulation and Confidentiality Agreement entered in thc abovecap(ioned rnauer (thc "Confidentiality Agreement" ).
I agrcc to be bound by the terms of the Confidentiality

Agrccmcnt.

and agreed that, pursuant to thc Confidentiality Agreement, I shall
not use, reveal, or otherwise divulge any Confidential Information except in
connection with this action, and that I will not use the information for any purpose
unrclatcd to this action.

I understand

of the terms of the Confidentialtty Agrecmcnt may be
punishable by contempt of Court and subject to other appropriate legal penalties.
I hereby consent and submit to the jurisdiction of the Court for purposes of
enforcement of the Confidentiality Agreement.
I understand

that breach

Signed:
Print Name:

Date:

5710836sv1

-l 0-

 DocuSign Envelope ID: 4EEA9B37-8452-41D3-B05D-FB1DEA89A6B9

Case 1:11-cv-06784-WHP Document 265-2 Filed 07/12/16 Page 49 of 51

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------- X
CHRISTOPHER MACKOWN, on behalf of
:
himself and all others similarly situated,
:
:
Plaintiff,
:
:
v.
:
:
NEWS CORPORATION and FOX
:
ENTERTAINMENT GROUP, INC.,
:
:
Defendants.
:
----------------------------------- X

Case No.: 13-CV-4406 (WHP)
ECF Case

ADDENDUM TO SETTLEMENT STIPULATION
WHEREAS, in light of the Stipulation and [Proposed] Order for the Substitution of a
Party and Revision of the Caption in the above-referenced action, filed with the Court on July 11,
2016, Christopher Bruce MacKown, Fox Entertainment Group, Inc. and Twenty-First Century
Fox, Inc. (collectively, the “Parties”) agree that all references in the Settlement Stipulation and
the General Release to “News Corporation” or “News Corp.” shall be replaced with “TwentyFirst Century Fox, Inc.”
WHEREAS, this Addendum may be executed in electronic counterparts, and when each
party has signed and delivered at least one such counterpart, each counterpart shall be deemed an
original, and, when taken together with other signed counterparts, shall constitute one binding
Addendum to the Settlement Stipulation.
IN WITNESS WHEREOF, the Parties each voluntarily and without coercion have caused this
Addendum to the Settlement Stipulation to be signed on the dates entered below:
___________________________
CHRISTOPHER MACKOWN

________________
Date

TWENTY-FIRST CENTURY FOX, INC.
By: ____________________________

________________
Date

 Case Document 265-2 Filed 07/12/16 Page 50 of 51

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

. . . . . . . . . . . . . . . . . . . . . . . - - 

CHRISTOPHER MACKOWN, on behalf of .

himself and all others similarly situated, Case No.: 13-CV-4406 (WHP)

Plaintiff,

ECF Case
v.

NEWS CORPORATION and FOX
ENTERTAINMENT GROUP, INC.,

DefendantsADDENDUM TO SETTLEMENT STIPULATION

WHEREAS, in light of the Stipulation and [Proposed] Order for the Substitution of a
Party and Revision of the Caption in the above-referenced action, ?led with the Court on July 11,
2016, Christopher Bruce MaeKown, Fox Entertainment Group, Inc. and Twenty-First Century
Fox, Inc. (collectively, the ?Parties?) agree that all references in the Settlement Stipulation and
the General Release to ?News Corporation? or ?News Corp.? shall be replaced with ?Twenty-
First Century Fox, Inc.?

WHEREAS, this Addendum may be executed in electronic counterparts, and when each
party has signed and delivered at least one such counterpart, each counterpart shall be deemed an
original, and, when taken together with other signed counterparts, shall constitute one binding
Addendum to the Settlement Stipulation.

IN WITNESS WHEREOF, the Parties each voluntarily and without coercion have caused this
Addendum to the Settlement Stipulation to be signed on the dates entered below:

 

 

CHRISTOPHER MACKOWN Date

CENTURY FOX, INC.

By: (Bat/.4, Hm,

Date

 

 

Case Document 265-2 Filed 07/12/16 Page 51 of 51

FOX ENTERTAINMENT GROUP, INC.

41k 7-11-41,

Date