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					                                SETTLEMENT AGREEMENT

       This Settlement Agreement in the case titled Wool, et al., v. Sitrick, et al., Case CV10-
02741 JHM (PJWx) (C.D. Cal.) (the “Action”) is entered into by and among: (a) Plaintiffs
Richard Wool and Allan Mayer, who brought the Action on behalf of the Sitrick And Company
Employee Stock Ownership Plan (“Plaintiffs”); (b) Defendants Michael S. Sitrick, Nancy Sitrick,
the Michael and Nancy Sitrick Trust, Sitrick and Company, Inc. (the “Sitrick Defendants”), and
(c) Defendant Reliance Trust Company (“Reliance”), in consideration of the promises, covenants
and agreements herein described and for other good and valuable consideration acknowledged by
each of them to be satisfactory and adequate.

                                           RECITALS

        WHEREAS, Plaintiffs brought the Action against the Sitrick Defendants and Reliance
asserting various claims on behalf of the Sitrick And Company Employee Stock Ownership Plan
(“ESOP”) for relief under the Employee Retirement Income Security Act of 1974 (“ERISA”),
including claims for breach of fiduciary duty under ERISA section 404 and violation of the party
in interest rule under ERISA sections 406 and 408, arising from Sitrick and Company’s
termination of the ESOP and repurchase of the ESOP’s shares in 2008 (the “Repurchase
Transaction”);

         WHEREAS, the Sitrick Defendants and Reliance deny liability for Plaintiffs’ claims and
were prepared to produce evidence and establish in the Action that they took all necessary and
appropriate measures to comply with their duties under ERISA, including the Sitrick
Defendants’ retention of Reliance as the independent trustee for the ESOP to determine whether
to proceed with the Repurchase Transaction and, if so, to negotiate the price on behalf of the
ESOP; Reliance’s retention of an independent valuation firm and independent legal counsel to
assist in performing those duties; and Reliance’s independent determination, based on its own
due diligence, that the Repurchase Transaction and the sale price that it negotiated was in the
best interests of and fair to the ESOP and its participants;

       WHEREAS, Plaintiffs, the Sitrick Defendants, and Reliance (collectively, the “Parties”)
have concluded that it is in their respective best interests to settle the Action on the terms and
conditions set forth in this Settlement Agreement.

         NOW, THEREFORE, without any admission or concession on the part of Plaintiffs of
any lack of merit of the Action, and with continued denial on the part of Defendants as to the
merit of the Action and the accuracy of Plaintiffs’ allegations, it is hereby STIPULATED AND
AGREED, by and among the Parties, through their respective attorneys, subject to approval of
the Court, in consideration of the benefits flowing to the Parties from the Settlement Agreement,
that all claims described in Paragraph 3 below shall be compromised, settled, released and
dismissed with prejudice, upon and subject to the terms and conditions set forth below.




sf-3050777                                                                                           1
1.     DEFINITIONS

       1.1.      As used in this Settlement Agreement, capitalized terms and phrases not
otherwise defined herein have the meanings set forth below in this Paragraph 1. A reference to a
Paragraph in this Settlement Agreement includes its relevant subparts.

       1.2.      “401(k) Plan” means the Sitrick And Company 401(k) Plan.

       1.3.     “Affected Participants” means all participants in the ESOP whose accounts had
vested as of December 23, 2008, including their beneficiaries and successors in interest, provided
however that Affected Participant shall not include any Defendant.

       1.4.      “Court” means the United States District Court for the Central District of
California.

       1.5.      “Defendants” means the Sitrick Defendants and Reliance.

       1.6.     “Effective Date” means the date on which all the conditions set forth in
Paragraph 8 of this Settlement Agreement have been satisfied or waived.

       1.7.    “Execution Date” means the earliest date as of which all signatories to this
Settlement Agreement have signed this Settlement Agreement.

        1.8.      “Final” means, with respect to any judicial ruling or order, that: (a) the time has
expired to file an appeal, motion for reargument, motion for rehearing, petition for a writ of
certiorari or other writ with respect to such judicial ruling or order with no such appeal, motion,
petition or writ having been filed; or (b) if an appeal, motion for reargument, motion for
rehearing, petition for a writ of certiorari or other writ has been filed with respect to such judicial
ruling or order, (i) the judicial ruling or order has been affirmed without modification and with
no further right of review, or (ii) such appeal, motion, petition, or writ has been denied or
dismissed with no further right of review.

       1.9.     “Final Approval and Fairness Hearing” shall have the meaning set forth in
Paragraph 6.1.4 of this Settlement Agreement.

        1.10.    “Final Order and Judgment” shall have the meaning set forth in Paragraph 6.2 of
this Settlement Agreement.

        1.11.    “Independent Fiduciary” shall have the meaning set forth in Paragraph 10.1 of
this Settlement Agreement.

       1.12.      “Notice” means the notice of the Settlement to be sent to Affected Participants,
substantially in the form attached as Exhibit C to this Settlement Agreement.

        1.13.    “Party” or “Parties” means the Defendants and Plaintiffs, individually and
collectively.




sf-3050777                                                                                            2
       1.14.    “Person” means an individual, partnership, corporation, governmental entity, or
any other form of entity or organization.

       1.15.     “Plaintiffs’ Counsel” means Keller Rohrback, P.L.C. and the Braun Law Group.

        1.16.    “Plan of Allocation” means the plan to be proposed by Plaintiffs’ Counsel for
the Court’s approval for allocating a certain portion of the Settlement Fund to Affected
Participants, substantially in the form attached as Exhibit D to this Settlement Agreement.

        1.17.    “Preliminary Approval Order” means the order granting preliminary approval of
the Settlement, directing notice thereof to Affected Participants, and scheduling a Final Approval
and Fairness Hearing, substantially in the form attached as Exhibit A to this Settlement
Agreement.

         1.18.     “Released Claims” means any and all claims, counterclaims, actions, demands,
rights, liabilities, suits, or causes of action, in any judicial or administrative forum of any kind,
whether known or unknown, whether individual, representative, or derivative, whether accrued
or unaccrued, whether in law or in equity, that: (a) were asserted in the Action or that could have
been asserted by any Party in the Action; (b) would have been barred under the doctrine of res
judicata, including the doctrines of claim bar and claim merger, had the Action been fully
litigated to a final judgment; (c) are based on, arise from, or reasonably relate to any of the facts,
circumstances, situations, transactions, occurrences, schemes, events, matters, acts, disclosures,
statements, misrepresentations, omissions, or failures to act alleged in the Action; or (d) that
relate to the termination of the ESOP or the distribution of its assets. Released Claims do not
include claims: (a) relating to enforcement of this Settlement Agreement; or (b) against the
Independent Fiduciary.

        1.19.     “Released Parties” means each Defendant and each Defendant’s current and
former subsidiaries, current and former affiliates, current and former directors, current and
former officers, current and former attorneys, current and former trustees, current and former
fiduciaries, current and former employees, current and former administrators, current and former
partners, current and former shareholders, successors-in-interest, and their respective assigns,
parents, underwriters, insurers, agents, spouses, children, heirs, and assigns.

      1.20.      “Releases” means the releases set forth in Paragraph 3 of this Settlement
Agreement.

       1.21.     “Reliance’s Counsel” means Bryan Cave LLP.

       1.22.     “Settlement” means the settlement of this Action pursuant to the terms and
conditions set forth in this Settlement Agreement.

       1.23.    “Settlement Amount” shall mean the sum of six million two hundred fifty
thousand dollars ($6,250,000.00), inclusive of attorneys’ fees for Plaintiffs’ Counsel.

       1.24.   “Settlement Fund” shall have the meaning set forth in Paragraph 2.3 of this
Settlement Agreement.




sf-3050777                                                                                          3
        1.25.     “Settlement Fund Administrator” shall have the meaning set forth in Paragraph
2.4 of this Settlement Agreement.

       1.26.    “Sitrick Defendants’ Counsel” means Morrison and Foerster LLP.

2.     THE SETTLEMENT FUND

       2.1.      Payments by the Defendants’ Insurers. In exchange for the Releases and
discharges provided for in this Settlement Agreement, Defendants shall take reasonable and
necessary steps to cause their respective insurers to deposit the Settlement Amount into the
Settlement Fund (defined in Paragraph 2.3 below) no later than 37 days after written notice of
the Court’s entry of the Preliminary Approval Order.

         2.2.     Sole Monetary Contributions. The payment identified in Paragraph 2.1 shall be
the full and sole monetary contributions made by or on behalf of the Released Parties in
connection with the Settlement, except as provided in Paragraphs 10.2 and 2.11.7. Apart from
their obligations pursuant to Paragraph 2.1, the Released Parties shall have no obligation to pay
any portion of the costs and attorneys’ fees of Plaintiffs’ Counsel, the costs of providing Notice
to the Affected Participants, or taxes or tax expenses associated with the Settlement Fund.

        2.3.      Settlement Fund. No later than five (5) business days after the entry of the
Preliminary Approval Order, Plaintiffs’ Counsel shall: (a) establish at a federally-insured
financial institution (the “Financial Institution”) an account (the “Custodial Account”) for the
purpose of holding the Settlement Amount to be deposited into the account (the “Settlement
Fund”); and (b) provide written notice to Defendants of the information needed to deposit the
Settlement Amount into the Settlement Fund pursuant to Paragraph 2.4.1. The Custodial
Account shall be governed by a Custodial Account Agreement in a form to be approved by
Defendants, which approval shall not be unreasonably withheld. Further, Plaintiffs’ Counsel
shall select the Financial Institution with approval of Defendants’ insurers; but such approval
shall not be unreasonably withheld. The Settlement Fund’s assets shall include and retain all
income and interest earned therefrom, and the monies in the Settlement Fund shall be considered
a common fund created as a result of the Action. Until the Effective Date, Plaintiffs’ Counsel
shall provide copies of any Custodial Account statements to Defendants as such statements are
regularly issued, either electronically or in hard copy, by the Financial Institution.

                2.3.1.    Assets held in the Settlement Fund shall be invested only in short term
United States Treasury securities and/or securities of United States agencies backed by the full
faith and credit of the United States Treasury, and/or in a demand deposit account that qualifies
for unlimited FDIC insurance coverage or for amounts less than $250,000, and/or in an interest
bearing savings account insured by the FDIC.

               2.3.2.      The Settlement Fund shall be structured and managed to qualify as a
“Qualified Settlement Fund” under Section 468B of the Internal Revenue Code and Treasury
regulations promulgated thereunder, and no Party shall take any position in any filing or before
any tax authority that is inconsistent with such treatment.

               2.3.3.     The Settlement Fund shall be deemed to be in the custody of the Court
to be held exclusively for the purpose of effecting the Settlement until such time as the assets of


sf-3050777                                                                                            4
the Settlement Fund are disbursed pursuant to this Settlement Agreement and/or further order of
the Court.

        2.4.     Settlement Fund Administrator. The Financial Institution or other Person
designated by Plaintiffs’ Counsel shall be the administrator of the Settlement Fund, as that term
is used in Section 468B of the Internal Revenue Code and Treasury regulations promulgated
thereunder (the “Settlement Fund Administrator”). The Settlement Fund Administrator shall:

              2.4.1.      Obtain and provide Defendants with the federal taxpayer identification
number and Form W-9 for the Settlement Fund, wire transfer instructions, and any other
information necessary for Defendants’ insurers to effectuate the payment of funds described in
Paragraph 2.1 of this Settlement Agreement.

                2.4.2.     Prepare and file all income tax and information returns required to be
filed with respect to any interest or other income earned by the Settlement Fund, and provide the
Parties with copies of such returns; and

                2.4.3.    From the Settlement Fund, pay all federal, state, or local taxes that may
apply to interest or income earned by the Settlement Fund, and provide the Parties with
documentation of all such payments;

       2.5.      Certified Public Accounting Firm. The Settlement Fund Administrator shall be
authorized to retain a certified public accounting firm for purposes of preparing and filing any
income tax and information returns on behalf of the Settlement Fund.

       2.6.     Settlement Fund Costs. The following costs shall be considered a cost of
administration of the Settlement, shall be paid solely from the Settlement Fund, and shall be
timely paid without further order of the Court:

               2.6.1.    All taxes on income and interest earned by the Settlement Fund, as
provided for in Paragraph 2.4.3;

               2.6.2.     All reasonable tax-related expenses incurred in connection with the
Settlement Fund, including any expenses arising from the retention of a certified public
accounting firm to prepare and file any tax returns on behalf of the Settlement Fund, as provided
for in Paragraph 2.5; and

               2.6.3.   All other costs reasonably incurred by the Financial Institution and/or
the Settlement Fund Administrator arising from the establishment and maintenance of the
Settlement Fund, pursuant to cost schedules approved by Defendants.

       2.7.     Reservation of Settlement Fund Assets. The Settlement Fund Administrator
may reserve any portion of the Settlement Fund for the purpose of satisfying future or contingent
expenses or obligations, including expenses of Settlement Fund administration or any
disbursement provided for under Paragraphs 2.6, 2.10.1 or 2.10.2 of this Settlement Agreement.

       2.8.     Nature of Payments to the Settlement Fund. Without in any way conceding or
admitting the merits (or lack thereof) of any of the claims or allegations asserted in the Action,



sf-3050777                                                                                           5
the Parties agree that the payment of funds described in Paragraph 2.1 of this Settlement
Agreement constitutes damages (inclusive of attorneys’ fees, costs, and interest) for purported
breaches of fiduciary duties under ERISA as alleged under Counts One and Two of the Fourth
Amended Complaint in the Action, filed on June 13, 2011.

       2.9.      No Liability for Released Parties. The Financial Institution or Settlement Fund
Administrator shall be responsible and liable for any release of funds from the Settlement Fund
and any handling, including investing, of the Settlement Fund that is not in compliance with this
Settlement Agreement or a Court Order. None of the Released Parties shall have any
responsibility, authority, or liability with respect to:

               2.9.1.     Any act, omission, or determination of the Financial Institution or
Settlement Fund Administrator or any of their respective designees or agents in connection with
the administration or operation of the Settlement Fund;

               2.9.2.    The management or investment of the assets of the Settlement Fund;

               2.9.3.    Any losses suffered by, or fluctuations in value of, the Settlement
Fund;

               2.9.4.     The payment or withholding of any taxes, expenses, and/or costs
incurred in connection with the taxation of the Settlement Fund or the filing of any tax returns on
behalf of the Settlement Fund; or

               2.9.5.     The determination, administration, calculation, or payment of any
claims asserted against the Settlement Fund.

        2.10.    Disbursements from the Settlement Fund. No funds shall be disbursed from the
Settlement Fund except in accordance with the terms of this Settlement Agreement. In addition
to the disbursements provided for in Paragraph 2.6 of this Settlement Agreement and its subparts,
funds in the Settlement Fund shall be disbursed only as follows:

                2.10.1. To pay any Court-ordered award of attorneys’ fees to Plaintiffs’
Counsel or reimbursement of costs incurred by Plaintiffs’ Counsel, as provided for in Paragraph
11 of this Settlement Agreement;

                 2.10.2. To reimburse Plaintiffs’ Counsel for any funds advanced to pay the
costs of providing notice of the Settlement to Affected Participants, as provided for in Paragraph
7.4 of this Settlement Agreement;

              2.10.3. To deposit into the 401(k) Plan, on or after the Effective Date, the
funds deposited in the Settlement Fund, together with interest earned thereon, and net of all
expenses authorized by Sections 2.6, 2.10.1 or 2.10.2 of this Agreement to be paid from the
Settlement Fund, to be allocated to Affected Participants, pursuant to Paragraph 2.11 of this
Settlement Agreement and the Plan of Allocation; and

               2.10.4. To return to Defendants’ insurers the payments provided for in
Paragraph 2.1, in the event that the Settlement is terminated pursuant to Paragraph 9.3.



sf-3050777                                                                                        6
        2.11.    Plan of Allocation. The Plan of Allocation shall be prepared by Plaintiffs’
Counsel and submitted to the Court for approval in connection with final approval of the
Settlement. The Plan of Allocation shall provide for the calculation and distribution of assets in
the Settlement Fund to Affected Participants, and shall be substantially in the form attached as
Exhibit D to this Settlement Agreement.

               2.11.1.    The Plan of Allocation shall provide that:

                       2.11.1.1. Before the Effective Date, Plaintiffs’ Counsel or the
Settlement Fund Administrator shall identify those Affected Participants who are to receive a
distribution from the Settlement Fund and shall determine the amounts of those distributions;

                        2.11.1.2. No later than seven (7) days after the Effective Date, the
Settlement Fund Administrator shall cause the Settlement Fund to transfer to the 401(k) Plan all
funds necessary to effect the distributions to Affected Participants described in Paragraph
2.11.1.1 of this Settlement Agreement;

                       2.11.1.3.    On or before the date of the transfer of funds described in
Paragraph 2.11.1.2 of this Settlement Agreement, the Settlement Fund Administrator shall
provide the 401(k) Plan with specific instructions regarding the identities of all Affected
Participants who are to receive distributions from the Settlement Fund and the amounts of all
such distributions; and

                        2.11.1.4. The 401(k) Plan shall implement the distribution instructions
described in Paragraph 2.11.1.3 of this Settlement Agreement and shall have no discretion to
deviate from those instructions, except to the extent written authorization to do so is provided by
Plaintiffs’ Counsel or the Settlement Fund Administrator and approved by the Court.

               2.11.2. If any revisions to the Plan of Allocation become necessary, Plaintiffs’
Counsel shall be responsible for presenting the revised Plan of Allocation to the Court and the
Independent Fiduciary.

                2.11.3. The Settlement Fund Administrator shall be exclusively responsible
and liable for identifying Affected Participants who are to receive distributions from the
Settlement Fund and for determining the amounts of such distributions, subject to approval of the
Court. The Released Parties shall have no responsibility or liability for such identifications and
determinations. Once the Settlement Fund is transferred to the 401(k) Plan as set forth in
Paragraph 2.11.1.2, the 401(k) Plan fiduciaries shall be exclusively responsible for distributing
the Settlement Fund to the Affected Participants in accordance with the Plan of Allocation, and
Plaintiffs’ Counsel and the Settlement Administrator shall have no responsibility or liability for
making those distributions.

                 2.11.4. The Plan of Allocation is a matter separate and apart from the other
matters referred to or provided for in this Settlement Agreement, and no ruling by the Court
concerning the Plan of Allocation shall operate to terminate or cancel this Settlement Agreement
or shall affect the validity of this Settlement Agreement of the finality of the Settlement in any
way.




sf-3050777                                                                                           7
               2.11.5. Nothing herein shall constitute approval or disapproval of the Plan of
Allocation by the Released Parties. Defendants shall have no responsibility or liability
whatsoever with respect to the formulation, design, or terms of the Plan of Allocation.

               2.11.6. Defendants reserve their rights to challenge any Plan of Allocation
submitted to the Court if it is not substantially in the form attached as Exhibit D to this
Settlement Agreement. Defendants will in good faith, however, at the request of Plaintiffs’
Counsel and without charge, consult with and provide Plaintiffs’ Counsel with information,
including reasonably accessible electronic information within the meaning of Fed. R. Civ. P.
26(b)(2)(B), that is reasonably necessary to implement the Plan of Allocation.

               2.11.7. The Sitrick Defendants shall bear all reasonable costs and fees
associated with the distribution of funds to the Affected Participants following the transfer from
the Settlement Fund to the 401(k) Plan pursuant to Paragraph 2.11.1.2 of this Settlement
Agreement.

                2.11.8. The Sitrick Defendants shall provide Plaintiffs’ Counsel and/or the
Settlement Fund Administrator with data and information relating to the 401(k) Plan accounts or
ESOP accounts of Affected Participants, to the extent such data and information is reasonably
available to the Sitrick Defendants, and reasonably required by Plaintiffs’ Counsel and/or the
Settlement Fund Administrator, to make the determinations described in Paragraph 2.11.1.1 of
this Settlement Agreement, including reasonably accessible electronic information within the
meaning of Fed. R. Civ. P. 26(b)(2)(B). The Sitrick Defendants shall bear the reasonable costs
incurred by gathering and providing such data and information.

3.     RELEASES

         3.1.      The 401(k) Plan’s and the ESOP’s Release. By operation of the Final Order and
Judgment, the 401(k) Plan (with the written approval of the Independent Fiduciary subject to
Paragraph 10), on its own behalf as the ESOP’s successor-in-interest and on behalf of the ESOP
and the Affected Participants, shall be deemed to have absolutely and unconditionally released
and forever discharged each of the Released Parties from all Released Claims. By operation of
the Final Order and Judgment, the 401(k) Plan and its representatives, agents, attorneys,
fiduciaries, administrators, trustees, participants, beneficiaries, predecessors, successors-in-
interest, and assigns, including the ESOP and the Affected Participants, shall be bound by this
Settlement Agreement and shall be precluded from pursuing any other claims, actions, demands,
rights, liabilities, suits, or causes of action, in any judicial or administrative forum of any kind,
against the Released Parties with respect to the Released Claims.

        3.2.     Plaintiffs’ Releases. Upon the Effective Date, Plaintiffs, on behalf of
themselves and their current and former spouses, personal representatives, heirs, executors,
administrators, trustees, successors-in-interest, and assigns, shall absolutely, unconditionally,
irrevocably, and conclusively release and forever discharge each of the Released Parties from all
Released Claims. Upon the Effective Date, Plaintiffs and their current and former spouses,
personal representatives, heirs, executors, administrators, trustees, successors-in-interest, and
assigns shall be bound by this Settlement Agreement and shall be precluded from pursuing any
other claims, counterclaims, actions, demands, rights, liabilities, suits, or causes of action, in any



sf-3050777                                                                                           8
judicial or administrative forum of any kind, against the Released Parties with respect to the
Released Claims.

        3.3.      Defendants’ Releases. Upon the Effective Date, all Defendants, on behalf of
themselves and their respective predecessors and successors-in-interest, absolutely,
unconditionally, irrevocably, and conclusively shall release and forever discharge each Plaintiff
and all Plaintiffs’ Counsel with respect specifically and exclusively to any claim or cause of
action that may arise from the institution or prosecution of the Action.

       3.4.     Dismissal With Prejudice. Consistent with the Releases set forth in this
Paragraph 3, the Parties agree that the Final Order and Judgment shall provide for the dismissal
with prejudice of the Action.

         3.5.    Waiver as to Unknown Claims. The Parties and the 401(k) Plan on behalf of
itself, the ESOP and the Affected Participants (with the written approval of the Independent
Fiduciary subject to Paragraph 10) hereby expressly waive any and all rights and benefits
respectively conferred upon them by the provisions of Section 1542 of the California Civil Code
and all similar provisions of the statutory or common laws of any other state, territory, or other
jurisdiction. Section 1542 reads in pertinent part:
                       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.
The Parties and the 401(k) Plan on behalf of itself, the ESOP and the Affected Participants (with
the written approval of the Independent Fiduciary subject to Paragraph 10) hereby acknowledge
that the foregoing waiver of the provisions of Section 1542 of the California Civil Code and all
similar provisions of the statutory or common law of any other state, territory, or other
jurisdiction is a material term of this Settlement Agreement that was bargained for and without
which the Parties would not have entered into this Settlement Agreement.

4.     COVENANTS NOT TO SUE

        4.1.     The 401(k) Plan’s and the ESOP’s Covenant. By operation of the Final Order
and Judgment, the 401(k) Plan (with the written approval of the Independent Fiduciary subject to
Paragraph 10), on its own behalf as the ESOP’s successor-in-interest and on behalf of the ESOP
and the Affected Participants, shall be deemed to have covenanted and agreed: (a) not to file or
otherwise assert against any Released Party any claim, counterclaim, action, demand, suit, or
cause of action based on, arising from, or reasonably relating to any Released Claim; and (b) that
the foregoing covenant and agreement shall be a complete defense to any such claim,
counterclaim, action, demand, suit, or cause of action brought by the 401(k) Plan (whether on its
own behalf or on behalf of the ESOP) or any Affected Participant against any Released Party.

        4.2.     Plaintiffs’ Covenants. As of the Effective Date, each Plaintiff covenants and
agrees: (a) not to directly or indirectly file or otherwise assert against any Released Party any
claim, counterclaim, action, demand, suit, or cause of action based on, arising from, or



sf-3050777                                                                                          9
reasonably relating to any Released Claim; (b) that the foregoing covenants and agreements shall
be a complete defense to any such claim, counterclaim, action, demand, suit, or cause of action
filed or otherwise asserted, directly or indirectly, by any Plaintiff against any Released Party.

        4.3.     Defendants’ Covenants. As of the Effective Date, each Defendant covenants
and agrees: (a) not to file or otherwise assert against any Plaintiff or Plaintiffs’ Counsel any
claim, counterclaim, action, demand, suit, or cause of action pertaining to or specifically and
expressly arising from to any claim released pursuant to Paragraph 3.3 of this Settlement
Agreement; (b) that the foregoing covenants and agreements shall be a complete defense to any
such claim, counterclaim, action, demand, suit, or cause of action brought by any Defendant
against any Plaintiff or Plaintiffs’ Counsel.

5.     NO ADMISSION OF LIABILITY OR MISCONDUCT

      5.1.     Defendants enter this Settlement Agreement without in any way conceding,
and — to the contrary — expressly denying any fault, liability, or misconduct of any kind.

       5.2.      Neither this Settlement Agreement (whether or not executed or consummated),
nor any of the terms or conditions set forth herein, nor any of the negotiations or proceedings
leading to the drafting and execution of this Settlement Agreement, nor any action taken to
implement any part of this Settlement Agreement, shall:

                5.2.1.     be used as, construed as, or raise any presumption or inference of an
admission or concession by any Defendant as to the truth of any allegation made by Plaintiffs in
this Action, or as to any liability, fault, or misconduct of any Defendant, or as to the strength of
any defense that has been or could have been asserted in this Action or any other litigation by
any Defendant;

               5.2.2.     be construed against any Defendant as an admission or concession that
the consideration to be given under this Settlement Agreement represents the amount that could
be or would have been recovered at trial;

              5.2.3.    be construed against any Defendant as an admission or concession that
any Defendant was a fiduciary under ERISA at any particular time; or

               5.2.4.     be construed as or received in evidence as an admission, concession, or
basis for presuming that any claims asserted by Plaintiffs are without merit, or that any defenses
asserted by Defendants have merit, or that any damages recoverable in this Action in the absence
of the Settlement would not exceed the consideration paid by Defendants pursuant to this
Settlement Agreement.

6.     PRELIMINARY AND FINAL APPROVAL OF THE SETTLEMENT

        6.1.     Preliminary Approval. Plaintiffs’ Counsel shall promptly move the Court for
entry of a Preliminary Approval Order, substantially in the form attached hereto as Exhibit A,
that:

               6.1.1.     Grants preliminary approval of the Settlement;



sf-3050777                                                                                        10
                6.1.2.    Approves the plan for providing notice of the Settlement to Affected
Participants;

               6.1.3.     Approves the form of Notice to Affected Participants substantially in
the form attached hereto as Exhibit C and finds that the Notice fairly and adequately describes
the terms and effect of the Settlement;

               6.1.4.    Schedules and gives notice of the time and place for a hearing at which
the Court will consider whether the Settlement is fair, reasonable, and adequate (the “Final
Approval and Fairness Hearing”); and

               6.1.5.      Explains how Affected Participants may object to the Settlement, the
Plan of Allocation, or to any award of attorneys’ fees or reimbursement of expenses requested by
Plaintiffs’ Counsel.

       6.2.      Final Approval. Plaintiffs’ Counsel shall request that the Court, at or following
the Final Approval and Fairness Hearing, enter an order substantially in the form attached hereto
as Exhibit B (the “Final Order and Judgment”), that:

                6.2.1.    Grants final approval of the Settlement;

                6.2.2.    Dismisses the Action with prejudice; and

                6.2.3.    Approves the Plan of Allocation proposed by Plaintiffs’ Counsel,
substantially in the form attached as Exhibit D to this Settlement Agreement.

7.     NOTICE

        7.1.      Responsibility for Notice. Plaintiffs’ Counsel shall be responsible for providing
notice of the Settlement to Affected Participants in accordance with the Preliminary Approval
Order. Defendants shall have no responsibility or liability with respect to providing such notice,
subject to their duty to cooperate with Plaintiffs’ Counsel as provided for in Paragraphs 7.2 and
12.3 of this Settlement Agreement.

        7.2.     The Sitrick Defendants’ Cooperation. The Sitrick Defendants and the Sitrick
Defendants’ Counsel shall cooperate with Plaintiffs’ Counsel to provide notice of the Settlement
to Affected Participants in accord with the Preliminary Approval Order, including by authorizing
the provision to and/or release by the 401(k) Plan of Affected Participant addresses, social
security numbers, and contact information in electronic spreadsheet format, to the extent that the
Sitrick Defendants possess the authority to do so. Any such information provided by the Sitrick
Defendants or by the Sitrick Defendants’ Counsel shall be treated as “Protected Material”
pursuant to the Stipulation and Protective Order entered in this Action by the Court on
February 15, 2011, subject to the Parties’ acknowledgment that the information may be used to
deliver the Notice to Affected Participants and/or implement the Settlement.

       7.3.     Notice Procedure. Unless otherwise ordered by the Court, the following
timetable and procedures shall be followed with respect to providing notice of the Settlement to
Affected Participants:



sf-3050777                                                                                        11
              7.3.1.   The Notice shall not be delivered to Affected Participants until the
Preliminary Approval Order has been entered by the Court.

                 7.3.2.    Within seven (7) days of the date that the Court enters the Preliminary
Approval Order, Plaintiffs’ Counsel shall cause the Notice, as modified by any non-substantive
amendments thereto as may be agreed upon by the Parties and approved by the Court, to be
mailed by first-class mail, postage prepaid, to the last known address of each Affected
Participant, to the extent such addresses can be determined with reasonable effort.

        7.4.      Notice Costs. Plaintiffs’ Counsel shall advance all reasonable costs and fees
associated with providing notice of the Settlement to Affected Participants, including all costs
arising from printing and mailing such notice, not to exceed $2,500. Defendants shall have no
responsibility or liability with respect to payment of any costs or fees associated with providing
notice of the Settlement to Affected Participants. Upon the Effective Date, Plaintiffs’ Counsel
shall be entitled to reimbursement from the Settlement Fund for all advances paid pursuant to
Paragraph 7.4 of this Settlement Agreement.

8.     EFFECTIVE DATE

       8.1.      Definition of Effective Date. The Effective Date of the Settlement shall be the
date when all of the following conditions have been satisfied or waived:

              8.1.1.   The funds described in Paragraph 2.1 have been deposited into the
Settlement Fund by Defendants’ insurers;

               8.1.2.     Notice has been sent to Affected Participants;

                8.1.3.    The Independent Fiduciary has provided written approval of the
Settlement and the Plan of Allocation on behalf of the 401(k) Plan, the ESOP, and the Affected
Participants, and has executed a Release and a Covenant not to sue on behalf of the 401(k) Plan,
the ESOP, and the Affected Participants, pursuant to Paragraphs 3 and 4 of this Settlement
Agreement;

               8.1.4.     The Court has entered the Final Order and Judgment in substantially
the form set forth in Exhibit B to this Settlement Agreement;

               8.1.5.     The Final Order and Judgment has become Final; and

              8.1.6.      No Party has elected to terminate the Settlement as provided for in
Paragraph 9 of this Settlement Agreement.

9.     TERMINATION OF SETTLEMENT AGREEMENT

        9.1.     Right to Terminate. This Settlement Agreement shall be voidable under the
circumstances set forth in Paragraph 9.3 of this Settlement Agreement and its subparts, and may
be terminated pursuant to the procedures set forth in those Paragraphs. Nothing in this Paragraph
9.1 of the Settlement Agreement gives any Party the right to unilaterally terminate or withdraw
from the Settlement Agreement.



sf-3050777                                                                                       12
       9.2.     Consequences of Termination. Termination of this Settlement Agreement shall
have the following consequences:

               9.2.1.     This Settlement Agreement shall be deemed null and void and shall
have no further force or effect, and the Parties shall be restored to their respective positions in the
Action as of the Execution Date;

                9.2.2.    Within ten (10) days of the termination of this Settlement Agreement,
all funds deposited in Settlement Fund by Defendants’ insurers pursuant to Paragraph 2.1 shall
be returned to them pro rata according to their initial contribution, along with all interest and
income earned therefrom, less any expenses paid from the Settlement Fund pursuant to
Paragraphs 2.6 and 2.10.2 of this Settlement Agreement; and

               9.2.3.     In the event that the Settlement Agreement is terminated, neither the
Settlement Agreement nor the negotiations leading up to it, nor any submission to the Court by
any Party in connection with the Settlement, nor any interim rulings by the Court in connection
with the Settlement, shall be used by any Party in connection with any further proceedings in this
Action.

       9.3.    Circumstances Permitting Termination. This Settlement Agreement may be
terminated under the following circumstances and pursuant to the following procedures:

                9.3.1.     Any Defendant may terminate this Settlement Agreement if, by the date
that is fourteen (14) days prior to the Final Approval and Fairness Hearing, the Independent
Fiduciary has not:

                       9.3.1.1.     provided written approval of the Settlement and the Plan of
Allocation;

                     9.3.1.2.     granted a written release of all Released Claims to all
Released Persons on behalf of the 401(k) Plan, the ESOP, and the Affected Participants that
conforms to the 401(k) Plan’s release under Paragraphs 3.1 and 3.5, conditioned on the Final
Order and Judgment Becoming Final;

                       9.3.1.3.    executed a written covenant not to sue that conforms to the
terms set forth in Paragraph 4.1; and

                        9.3.1.4.   either (i) authorized the Settlement in accordance with
Department of Labor Prohibited Transaction Class Exemption 2003-39, or (ii) determined that
the Settlement does not constitute a prohibited transaction under ERISA Section 406, in each
case in a written instrument in form acceptable to Defendants in their sole discretion.

                 9.3.2.     To terminate this Settlement Agreement under Paragraph 9.3.1 of this
Settlement Agreement, a Defendant must provide written notice to all other Parties of his, her, or
its election to do so no later than five (5) days prior to the Final Approval and Fairness Hearing.




sf-3050777                                                                                          13
                9.3.3.     Any Party may terminate this Settlement Agreement by providing
written notice to all other Parties of their election to do so within thirty (30) days following any
of the following events:

                       9.3.3.1.    The Court declines to enter the Preliminary Approval Order in
substantially the form attached as Exhibit A to this Settlement Agreement;

                       9.3.3.2.    The Court declines to enter the Final Order and Judgment in
substantially the form attached as Exhibit B to this Settlement Agreement;

                      9.3.3.3.    The Final Order and Judgment entered by the Court is
reversed or modified on appeal in any material respect; or

                       9.3.3.4.    The Department of Labor, prior to the Effective Date, objects
in writing to any material aspect of the Settlement.

        9.4.     Circumstances Not Permitting Termination. This Settlement Agreement is not
voidable and may not be terminated on the ground that the Court modifies, reverses, or refuses to
enter any order relating to an award of attorneys’ fees or expenses, or the Plan of Allocation.

10.    INDEPENDENT FIDUCIARY

        10.1.     Appointment of Independent Fiduciary. Within seven (7) days of the date that
the Court enters the Preliminary Approval Order, the Sitrick Defendants shall appoint a Person to
act as a fiduciary to the 401(k) Plan for purposes of reviewing the Settlement (the “Independent
Fiduciary”). The Independent Fiduciary shall review, in its capacity as fiduciary to the 401(k)
Plan on its own behalf and as successor to the ESOP, and as contemplated by Department of
Labor Prohibited Transaction Exemption 2003-39, the fairness and adequacy of the Settlement
and shall consider whether to approve and authorize the terms and conditions of the Settlement,
including the Releases and Covenants not to sue set forth in Paragraphs 3 and 4 of this
Settlement Agreement and the Plan of Allocation. The Independent Fiduciary shall have no
relationship to or interest in Plaintiffs or Defendants that might affect the Independent
Fiduciary’s best judgment as a fiduciary.

       10.2.     Defendants’ Sole Discretion. The selection and appointment of the Independent
Fiduciary is subject to Defendants’ sole discretion. All reasonable fees and expenses of the
Independent Fiduciary shall be paid by Defendants.

       10.3.     Rights and Responsibilities. The Independent Fiduciary shall have all the rights
and responsibilities contemplated by Department of Labor Prohibited Transaction Exemption
2003-39, including any amendments or successors thereto. The Independent Fiduciary shall
have no authority to renegotiate or seek to alter any terms set forth in this Settlement Agreement.

       10.4.     Provision of Information to Independent Fiduciary. The Parties shall promptly
provide to the Independent Fiduciary such non-privileged information, documents, and other
materials as the Independent Fiduciary reasonably requests, including the Parties’ respective
mediation statements and other submissions to the mediator, which shall be deemed to be
“Protected Material” pursuant to Paragraph 8 of the Stipulation and Protective Order entered in



sf-3050777                                                                                         14
this Action by the Court on February 15, 2011. The Parties shall also accommodate reasonable
interview requests by the Independent Fiduciary.

        10.5.    Filing of Report. In the event that the Independent Fiduciary approves the
Settlement, the Parties shall cooperate in filing the report of the Independent Fiduciary approving
the Settlement with the Court no later than seven (7) days prior to the Final Approval and
Fairness Hearing.

        10.6.    Return of Materials. The Independent Fiduciary will comply with the provisions
set forth in Paragraph 12.4 of this Settlement Agreement for return or destruction of any
confidential material he may receive in the course of performing his duties to the ESOP.

11.    PLAINTIFFS’ ATTORNEYS’ FEES AND EXPENSES

       11.1.    Plaintiffs’ Attorney’s Fees and Expenses. Plaintiffs’ Counsel may apply to the
Court for an award of attorneys’ fees and reimbursement of expenses not to exceed 30% of the
Settlement Amount.

                11.1.1. As part of any application for an attorneys’ fees award and/or
reimbursement of expenses, Plaintiffs’ Counsel shall provide the Court with all information
required for the Court to rule on such application.

               11.1.2. Any application by Plaintiffs’ Counsel for an attorneys’ fees award
and/or reimbursement of expenses shall be made in accordance with such schedule as the Court
may establish. The form of Preliminary Approval Order proposed by the Parties shall provide
that any such application shall be heard at the same time as the Final Approval and Fairness
Hearing.

       11.2.     Timing of Payment. If the Court enters any order allowing payment of an
attorneys’ fees award or reimbursement of expenses, such payment shall be payable from the
Settlement Fund upon the date that the Final Order and Judgment becomes Final.

       11.3.     No Position by Defendants. Defendants shall take no position with respect to
any application for attorneys’ fees award or reimbursement of expenses, provided that the
payment sought by such application does not exceed the limits set forth in Paragraph 11.1 of this
Settlement Agreement.

       11.4.   Payable Solely from Settlement Fund. Any attorneys’ fees award or
reimbursement of expenses shall be payable solely from the Settlement Fund.

        11.5.    No Responsibility or Liability as to the Released Parties. The Released Parties
shall have no responsibility for, and no liability with respect to, the payment of any portion of
any award of attorneys’ fees or reimbursement of expenses to Plaintiffs’ Counsel, or the
allocation among Plaintiffs’ Counsel, and any other Person who may assert a claim thereto, of
any award of attorneys’ fees or reimbursement of expenses.

       11.6.   No Effect on Settlement. Any application for an attorneys’ fees award or
reimbursement of expenses is a matter separate and apart from the other matters referred to or



sf-3050777                                                                                       15
provided for in this Settlement Agreement, and no ruling by the Court concerning such
application shall operate to terminate or cancel this Settlement Agreement or shall affect the
validity of this Settlement Agreement or the finality of the Settlement in any way.

12.    MISCELLANEOUS

        12.1.    Governing Law. This Settlement Agreement shall be governed by the laws of
the State of California without giving effect to the conflict of laws or choice of law provisions
thereof, except to the extent that the law of the United States governs any matter set forth herein,
in which case such federal law shall govern.

       12.2.    Department of Labor. Upon execution of this Settlement Agreement, the
Defendants shall promptly and jointly give written notice of the proposed Settlement to the Los
Angeles Regional Office of the United States Department of Labor. A copy of the executed
Settlement Agreement shall be included with that notice.

        12.3.     Cooperation. The Parties agree to cooperate fully and in good faith with one
another in seeking the Court’s preliminary and final approval of the Settlement and to use their
best efforts to consummate and effectuate the subject matter and purpose of this Settlement
Agreement. Such efforts include, without limitation, the execution of any additional documents
necessary to implement the provisions of this Settlement Agreement and cooperation in seeking
appropriate orders from the Court.

        12.4.   Confidential Materials. Each Party shall comply with its obligations to return or
destroy “Protected Material” designated by a Party pursuant to Paragraph 8 of the Stipulation and
Protective Order entered in this Action by the Court on February 15, 2011.

         12.5.   Amendment of Settlement Agreement. Before entry of the Final Order and
Judgment, this Settlement Agreement may be amended or modified only by a written instrument
signed by or on behalf of all Parties with notice to be given to the Court of the agreed-upon
amendment or modification. After entry of the Final Order and Judgment, this Settlement
Agreement may be amended or modified only by a written instrument signed by or on behalf of
all Parties and approved by the Court.

        12.6.    Waiver. The provisions of this Settlement Agreement may be waived only by
an instrument in writing executed by the waiving Party. The waiver by any Party of any breach
of this Settlement Agreement shall not be deemed to be or construed as a waiver of any other
breach, whether prior, subsequent, or contemporaneous, of this Settlement Agreement.

        12.7.     Construction. None of the Parties to this Settlement Agreement shall be
considered to be the drafter of this Settlement Agreement or any provision hereof for the purpose
of any statute, case law, or rule of interpretation or construction that would or might cause any
provision to be construed against the drafter thereof.

        12.8.    Principles of Interpretation. The following principles of interpretation apply to
this Settlement Agreement.




sf-3050777                                                                                        16
              12.8.1. Headings. The headings of this Settlement Agreement are for reference
purposes only and do not affect in any way the meaning or interpretation of this Settlement
Agreement.

               12.8.2.     Singular and Plural. Definitions apply to the singular and plural forms
of each defined term.

              12.8.3. Gender. Definitions apply to the masculine, feminine, and neuter
genders of each defined term.

                 12.8.4. References to a Person. References to a Person are also to the Person’s
heirs, trustees, personal representatives, executors, administrators, directors, officers, employees,
agents, partners, members, successors, and assigns.

               12.8.5. Terms of Inclusion. Whenever the words “include,” “includes,” or
“including” are used in this Settlement Agreement, they shall not be limiting but rather shall be
deemed to be followed by the words “without limitation.”

               12.8.6. Time. References to “days” in this Settlement Agreement are to
calendar days, unless otherwise stated. To the extent that any deadline set forth in this
Settlement Agreement falls on a Saturday, Sunday, or legal holiday, that deadline shall be
continued until the following business day.

        12.9.     Notices. Any notice, demand, or other communication under this Settlement
Agreement (other than the Notice or any other notice given at the direction of the Court) shall be
in writing and shall be deemed duly given upon receipt if it is addressed to each of the intended
recipients as set forth below and personally delivered, sent by registered or certified mail
(postage prepaid), sent by confirmed facsimile, or delivered by reputable express overnight
courier, with a copy by email:

       IF TO PLAINTIFFS:

                         Gary D. Greenwald
                         Email: ggreenwald@krplc.com
                         Gary A. Gotto
                         Email: ggotto@krplc.com
                         Keller Rohrback, P.L.C.
                         3101 North Central Ave. Suite 1400
                         Phoenix, Arizona 85012
                         Telephone: 602.248.0088
                         Facsimile: 602.248.2822


                         Michael D. Braun
                         Email: service@braunlawgroup.com
                         Braun Law Group
                         10680 West Pico Blvd. Suite 280




sf-3050777                                                                                         17
                      Los Angeles, California 90064
                      Telephone: 310.836.6000
                      Facsimile: 310.836.6010



       IF TO DEFENDANTS:

                      James J. Brosnahan
                      Email: JBrosnahan@mofo.com
                      Paul Flum
                      Email: paulflum@mofo.com
                      Morrison and Foerster LLP
                      425 Market Street
                      San Francisco, California 94105-2482
                      Telephone: 415.268.7000
                      Facsimile: 415.268.7522

                      Attorneys for Defendants Michael S. Sitrick,
                      Nancy Sitrick, the Michael and Nancy Sitrick Trust, and
                      Sitrick and Company, Inc.


                      W. Bard Brockman
                      Email: bard.brockman@bryancave.com
                      Matthew J. Pearce
                      Email: matt.pearce@bryancave.com
                      Bryan Cave LLP
                      One Atlantic Center, 14th Floor,
                      1201 West Peachtree St., NW
                      Atlanta, Georgia 30309-3488
                      Telephone: 404.572.6600
                      Facsimile: 404.572.6999
                      Attorneys for Defendant Reliance Trust Company

       Any Party may change the address at which it is to receive notice by written notice
delivered to the other Parties in the manner described above in this Paragraph 12.9.

        12.10. Entire Agreement. This Settlement Agreement contains the entire agreement
among the Parties relating to this Settlement and supersedes any settlement terms or settlement
agreements relating to the Parties which were previously agreed upon orally or in writing by any
of the Parties, except for any separate agreement between the Sitrick Defendants and Reliance
relating to the Action.

       12.11. Counterparts. This Settlement Agreement, and any amendments thereto, and
waivers of conditions, may be executed by exchange of executed signature pages by facsimile or
Portable Document Format (“PDF”) as an electronic mail attachment, and any signature



sf-3050777                                                                                    18
EXHIBIT A
Case 2:10-cv-02741-JHN-PJW Document 131           Filed 12/02/11 Page 1 of 6 Page ID #:1949




                                  UNITED STATES DISTRICT COURT
                                 CENTRAL DISTRICT OF CALIFORNIA



   RICHARD WOOL and ALLAN                NNo. CV-10-02741 JHN-PJW
     MAYER, on behalf of the Sitrick and
     Company Employee Stock Ownership
     Plan,
                          Plaintiffs,
       v.
   MICHAEL S. SITRICK and NANCY
     SITRICK, husband and wife; THE
     MICHAEL AND NANCY SITRICK
     TRUST, a trust; RELIANCE TRUST
     COMPANY, a Georgia corporation;
     SITRICK AND COMPANY, INC., a
     California corporation;
            Defendants,
   SITRICK AND COMPANY
      EMPLOYEE STOCK OWNERSHIP
      PLAN;
            Nominal Defendant.




                ORDER PRELIMINARILY APPROVING
        SETTLEMENT, APPROVING FORM OF NOTICE, AND SETTING
                        FAIRNESS HEARING

            This action involves claims for alleged violations of the Employee

   Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001, et seq.

   sf-3065388                                 1
Case 2:10-cv-02741-JHN-PJW Document 131                Filed 12/02/11 Page 2 of 6 Page ID #:1950




   (“ERISA”), with respect to the Sitrick and Company Employee Stock Ownership

   Plan (the “ESOP”).

          Presented to the Court for preliminary approval is a settlement of this action

   as against all Defendants (the “Settlement”). The terms of the Settlement are set

   out in a Settlement Agreement (the “Settlement Agreement”), executed by all

   parties as of __________, 2011, and filed with the Court on ______, 2011. 1

          The Court has considered the Settlement to determine, among other things,

   whether it is sufficient to warrant the issuance of notice to present and former

   participants in the ESOP whose rights would be affected by the Settlement. Upon

   reviewing the Settlement Agreement, it is hereby ORDERED, ADJUDGED, AND

   DECREED as follows:

          1.       Preliminary Findings Regarding Proposed Settlement. The Court

   preliminarily finds that: (a) the proposed Settlement resulted from informed,

   extensive arm’s-length negotiations and third party mediation; (b) Plaintiffs’

   Counsel has concluded that the proposed Settlement is fair, reasonable, and

   adequate; (c) the proposed Settlement is sufficiently fair, reasonable, and adequate

   to warrant sending notice (the “Notice”) of the Settlement to the Affected

   Participants.

   1
       Capitalized terms not otherwise defined in this order shall have the same meaning as ascribed
       to them in the Settlement Agreement. References to a Paragraph in the Settlement
       Agreement include its relevant subparts.
   sf-3065388                                      2
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          2.    Fairness Hearing. A hearing is scheduled for ______, 201_ (the

   “Fairness Hearing”) to determine, among other things:

                (a)   Whether the Settlement should be approved as fair, reasonable,
                      and adequate to the Parties as well as to the Affected
                      Participants;

                (b)   Whether the litigation should be dismissed with prejudice
                      pursuant to the terms of the Settlement;

                (c)   Whether the Notice provided for by the Settlement Agreement
                      and this Order was provided and: (i) appropriate and reasonable
                      and constituted due, adequate, and sufficient notice to all
                      persons entitled to notice; and (ii) met all applicable
                      requirements of the Federal Rules of Civil Procedure, and any
                      other applicable law;

                (d)   Whether the Plan of Allocation provided for by the Settlement
                      Agreement should be approved; and

                (e)   Whether the application for attorneys’ fees and expenses filed
                      by Plaintiffs’ Counsel should be approved.


          3.    Notice. A proposed form of Notice to Affected Participants is

   attached to the Settlement Agreement as Exhibit C. With respect to such form of

   Notice, the Court finds that such form fairly and adequately: (a) describes the

   terms and effect of the Settlement Agreement and of the Settlement; (b) notifies the

   participants concerning the proposed Plan of Allocation; (c) notifies the Affected

   Participants that Plaintiffs’ Counsel will seek from the Settlement Fund an award

   of attorneys fees and reimbursement of expenses; (d) notifies the Affected

   sf-3065388                                3
Case 2:10-cv-02741-JHN-PJW Document 131          Filed 12/02/11 Page 4 of 6 Page ID #:1952




   Participants of the purpose, time, and place of the Fairness Hearing; and (e)

   describes how the recipients of the Notice may object to any of the relief requested.

   The Court directs that Plaintiffs’ Counsel shall:

                (a)    By no later than forty (40) days before the Fairness Hearing,
                       cause the Notice, with such non-substantive modifications
                       thereto as may be agreed upon by the Parties, to be sent to each
                       Affected Participant. Such notice shall be sent either by e-mail
                       or first-class mail, postage prepaid, to the Person’s last known
                       address as set forth in the records of the ESOP or the Sitrick
                       And Company 401(k) Plan. The Sitrick Defendants shall
                       authorize the release of such addresses by the Sitrick and
                       Company 401(k) Plan to Plaintiffs’ Counsel.

                (b)    By no later than forty (40) days before the Fairness Hearing,
                       cause the Notice to be published on the website identified
                       therein.

          At or before the Fairness Hearing, Plaintiffs’ Counsel shall file with the

   Court a statement of timely compliance with the foregoing mailing and publication

   requirements.

          4.    Objections to Settlement. Any Affected Participant who wishes to

   object to the fairness, reasonableness, or adequacy of the Settlement, to the Plan of

   Allocation, to any term of the Settlement Agreement, or to the proposed award of

   attorneys’ fees and expenses, may file and serve an Objection in accordance with

   the procedures set forth in the Notice no later than twenty-one (21) days prior to

   the Fairness Hearing.


   sf-3065388                                4
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          5.    Appearance at Fairness Hearing. Any objector who files and serves a

   timely, written objection in accordance with paragraph 4 above, may also appear at

   the Fairness Hearing either in person or through counsel retained at the objector’s

   expense. Objectors or their attorneys intending to appear at the Fairness Hearing

   must follow the procedures set forth in the Notice. Any objector who does not

   timely file and serve a notice of intention to appear in accordance with this

   paragraph and the procedures set forth in the Notice shall not be permitted to

   appear at the Fairness Hearing, except for good cause shown.

          6.    Service of Papers. Defendants’ Counsel and Plaintiffs’ Counsel shall

   promptly furnish each other with copies of any and all objections that come into

   their possession.

          7.    Additional Filings. Consistent with the Local Rules of this Court,

   Plaintiffs’ Counsel shall file no later than twenty-eight (28) days prior to the

   Fairness Hearing motions for final approval of the Settlement, approval of the

   proposed Plan of Allocation, and an application for award of attorneys’ fees and

   cost reimbursement. Any opposition thereto shall be filed no later than twenty-one

   (21) days prior to the Fairness Hearing, and any reply if necessary shall be filed no

   later than (14) days prior to the Fairness Hearing. These submissions shall be

   heard at the Fairness Hearing.


   sf-3065388                                 5
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          8.    Termination of Settlement. This Order shall become null and void,

   and shall be without prejudice to the rights of the parties, all of whom shall be

   restored to their respective positions existing immediately before the Execution

   Date of the Settlement Agreement, if the Settlement Agreement is terminated in

   accordance with Paragraph 9 thereof. In such event, Paragraph 9.2 of the

   Settlement Agreement shall govern the rights of the parties.

          9.    Use of Order. In the event this Order becomes of no force or effect, it

   shall not be construed or used as an admission, concession, or declaration by or

   against the Defendants or the Plaintiffs.

          10.   Continuance of Hearing. The Court may continue the Fairness

   Hearing without further written notice.

                SO ORDERED this                     day of            , 2011.




                                           __________________________________
                                           Hon. Jacqueline H. Nguyen, U.S.D.J.




   sf-3065388                                  6
EXHIBIT B
                       UNITED STATES DISTRICT COURT

                      CENTRAL DISTRICT OF CALIFORNIA



RICHARD WOOL and ALLAN                NNo. CV-10-02741 JHN-PJW
  MAYER, on behalf of the Sitrick and
  Company Employee Stock Ownership
  Plan,
                      Plaintiffs,
   v.
MICHAEL S. SITRICK and NANCY
  SITRICK, husband and wife; THE
  MICHAEL AND NANCY SITRICK
  TRUST, a trust; RELIANCE TRUST
  COMPANY, a Georgia corporation;
  SITRICK AND COMPANY, INC., a
  California corporation;
        Defendants,


SITRICK AND COMPANY
   EMPLOYEE STOCK OWNERSHIP
   PLAN;
        Nominal Defendant.




                         ORDER AND FINAL JUDGMENT


        This Order concerns the settlement (“Settlement”) of this litigation (the

“Action”) involving claims for alleged violations of the Employee Retirement

Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001, et seq. (“ERISA”)

sf-3065271
with respect to the Sitrick and Company Employee Stock Ownership Plan (the

“ESOP”).1

       On ________, 201_ (Dkt. ___), the Court entered its Order Preliminarily

Approving Settlement and Setting Fairness Hearing (“Preliminary Approval

Order”). The Court has received declarations attesting to the mailing of the Notice

and publication of the Notice in accordance with the Preliminary Approval Order.

A hearing was held on _______, 201_ (the “Final Approval Hearing”) to: (i)

determine whether to grant the Final Approval Motion; (ii) determine whether to

grant the Plan of Allocation Motion; (iii) determine whether to grant the Fees and

Expenses Motion; and (iv) rule upon such other matters as the Court might deem

appropriate.

       IT IS THEREFORE ORDERED, ADJUDGED AND DECREED AS

FOLLOWS:

             1.   The Court has jurisdiction over the subject matter of this Action and

all parties thereto pursuant to 29 U.S.C. § 1132(e).

             2.   Notice of the Settlement was provided to Affected Participants as

directed by the Court’s Preliminary Approval Order. The Notice constituted due,

adequate, and sufficient notice of the Settlement to all Persons entitled to notice,


1
 Unless otherwise defined herein, the capitalized terms defined in the Settlement Agreement
submitted to the Court on ____, 2011 (Dkt. No. __) (the “Settlement Agreement”) shall have the
same meaning in this Order.


sf-3065271                                    2
and met all applicable requirements under the Federal Rules of Civil Procedure and

any other applicable law.

             3.   The Settlement was negotiated at arm’s-length by experienced

counsel who were fully informed of the facts and circumstances of the action and

of the strengths and weaknesses of their respective positions, and with the

assistance of an experienced mediator.

             4.   The proposed Settlement warrants final approval because it is fair,

adequate, and reasonable to the Parties, the ESOP, and the Affected Participants

based upon (1) the complexity, expense and likely duration of the litigation; (2) the

reaction to the Settlement of the Affected Participants; (3) the stage of the

proceedings and the amount of discovery completed; (4) the risks of establishing

liability; (5) the risks of establishing damages; (6) the range of reasonableness of

the Settlement Amount in light of the best possible recovery and the risk of no

recovery; and (7) the range of reasonableness of the Settlement Amount to a

possible recovery in light of all the attendant risks of litigation.

             5.   The Final Approval Motion is GRANTED, and the Settlement is

hereby APPROVED as fair, adequate and reasonable to the Parties, the ESOP, and

the Affected Participants, and in the public interest. The settling parties are

directed to consummate the Settlement in accordance with the terms of the

Settlement Agreement.



sf-3065271                                   3
             6.   The Plan of Allocation is hereby APPROVED as fair, adequate, and

reasonable to the Parties, the ESOP, and the Affected Participants. The Settlement

Fund Administrator shall, in accordance with the provisions of the Settlement

Agreement, disburse the Settlement Funds to the Sitrick and Company 401(k) Plan

as successor to the ESOP in accordance with the Plan of Allocation, subject to any

amounts withheld by the Settlement Fund Administrator for the payment of taxes,

statutory penalties, expenses and other sums as authorized in the Settlement

Agreement, and attorneys’ fees and expenses as authorized by this Order. The

Court finds that the payments and distributions required to be made under the Plan

of Allocation are in settlement of disputed claims for damages in the Action; that

such disputed claims seek to recover losses claimed by the ESOP as a result of the

conduct alleged in the Action; and that the Plan of Allocation provides for similar

treatment of similarly situated participants in the ESOP. The Court accordingly

finds that the payments and distributions to be made under the Plan of Allocation

represent “restorative payments” for purposes of IRS Revenue Ruling 2002-45.

Any modification or change in the Plan of Allocation that may hereafter be

approved shall in no way disturb or affect this Judgment and shall be considered

separate from this Judgment.

             7.   Plaintiffs’ Counsel are hereby awarded attorneys’ fees of

$__________ and expenses of $____________________. Such award shall be



sf-3065271                                  4
payable from the Settlement Fund in accordance with the terms of the Settlement

Agreement.

             8.   The Court retains jurisdiction over the Action, the Parties, the ESOP

and the Affected Participants for all matters relating to the implementation,

interpretation, and enforcement of the Settlement Agreement, this Order and Final

Judgment, and any application for fees and expenses incurred in connection with

future actions necessary to fully consummate the Settlement and distribute the

proceeds thereof.

             9.   Without further order of the Court, the Parties may agree in writing

to reasonable extensions of time to carry out any of the provisions of the

Settlement Agreement.

             10. The following claims are or shall be released, as set forth in Section

3, Paragraphs 3.1 to 3.5 of the Settlement Agreement:

                   a. By operation of this Judgment, the Sitrick and Company 401(k)

                      Plan, on its own behalf as the ESOP’s successor-in-interest and

                      on behalf of the ESOP and the Affected Participants, shall

                      absolutely and unconditionally release and forever discharge

                      each of the Released Parties from all Released Claims. By

                      operation of this Judgment, the Sitrick and Company 401(k)

                      Plan and its representatives, agents, attorneys, fiduciaries,



sf-3065271                                   5
                administrators, trustees, participants, beneficiaries,

                predecessors, successors-in-interest, and assigns, including the

                ESOP and the Affected Participants, shall be bound by the

                Settlement Agreement and shall be precluded from pursuing

                any other claims, actions, demands, rights, liabilities, suits, or

                causes of action, in any judicial or administrative forum of any

                kind, against the Released Parties with respect to the Released

                Claims.

             b. Upon the Effective Date, Plaintiffs, on behalf of themselves and

                their current and former spouses, personal representatives,

                heirs, executors, administrators, trustees, successors-in-interest,

                and assigns, shall absolutely, unconditionally, irrevocably, and

                conclusively release and forever discharge each of the Released

                Parties from all Released Claims. Upon the Effective Date,

                Plaintiffs and their current and former spouses, personal

                representatives, heirs, executors, administrators, trustees,

                successors-in-interest, and assigns shall be bound by the

                Settlement Agreement and shall be precluded from pursuing

                any other claims, counterclaims, actions, demands, rights,

                liabilities, suits, or causes of action, in any judicial or



sf-3065271                              6
                administrative forum, against the Released Parties with respect

                to the Released Claims;

             c. Upon the Effective Date, all Defendants, on behalf of

                themselves and their respective predecessors and successors-in-

                interest, shall absolutely, unconditionally, irrevocably, and

                conclusively release and forever discharge each Plaintiff and all

                Plaintiffs’ Counsel with respect specifically and exclusively to

                any claim or cause of action that may arise from the institution

                or prosecution of the Action; .

             d. By operation of this Judgment, Plaintiffs, Defendants, and the

                Sitrick and Company 401(k) Plan on behalf of itself, the ESOP,

                and the Affected Participants, shall be deemed to have waived

                any and all rights and benefits respectively conferred upon them

                by the provisions of Section 1542 of the California Civil Code

                and all similar provisions of the statutory or common laws of

                any other state, territory, or other jurisdiction. Section 1542

                reads in pertinent part:

                      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.



sf-3065271                             7
                      By operation of this Judgment, Plaintiffs, Defendants, and the

                      Sitrick and Company 401(k) Plan on behalf of itself, the ESOP

                      and the Affected Participants shall be deemed to have

                      acknowledged that the foregoing waiver of the provisions of

                      Section 1542 of the California Civil Code and all similar

                      provisions of the statutory or common law of any other state,

                      territory, or other jurisdiction is a material term of the

                      Settlement Agreement that was bargained for and without

                      which the Parties would not have entered into the Settlement

                      Agreement.

             11. The following covenants not to sue, as set forth in Section 4,

Paragraphs 4.1 to 4.3 of the Settlement Agreement, are hereby incorporated in this

Judgment:

                   a. By operation of this Judgment, the Sitrick and Company 401(k)

                      Plan, on its own behalf, on behalf of the ESOP as the ESOP’s

                      successor-in-interest, and on behalf of the Affected Participants

                      shall be deemed to have covenanted and agreed: (i) not to file

                      or otherwise assert against any Released Party any claim,

                      counterclaim, action, demand, suit, or cause of action based on,

                      arising from, or reasonably relating to any Released Claim; and



sf-3065271                                   8
                (ii) that the foregoing covenants and agreements shall be a

                complete defense to any such claim, counterclaim, action,

                demand, suit, or cause of action brought by the Sitrick and

                Company 401(k) Plan (whether on its own behalf or on behalf

                of the ESOP) or any Affected Participant against any Released

                Party.

             b. As of the Effective Date, each Plaintiff shall be deemed to have

                covenanted and agreed: (i) not to directly or indirectly file or

                otherwise assert against any Released Party any claim,

                counterclaim, action, demand, suit, or cause of action based on,

                arising from, or reasonably relating to any Released Claim; and

                (ii) that the foregoing covenants and agreements shall be a

                complete defense to any such claim, counterclaim, action,

                demand, suit, or cause of action filed or otherwise asserted,

                directly or indirectly, by any Plaintiff against any Released

                Party.

             c. As of the Effective Date, each Defendant shall be deemed to

                have covenanted and agreed: (i) not to file or otherwise assert

                against any Plaintiff or Plaintiffs’ Counsel any claim,

                counterclaim, action, demand, suit, or cause of action pertaining



sf-3065271                            9
                      to or specifically and expressly arising from any claim released

                      pursuant to Paragraph 3.3 of the Settlement Agreement; and (ii)

                      that the foregoing covenants and agreements shall be a

                      complete defense to any such claim, counterclaim, action,

                      demand, suit, or cause of action brought by any Defendant

                      against any Plaintiff or Plaintiffs’ Counsel.

             12. All counts asserted in the Action are DISMISSED WITH

PREJUDICE, without further order of the Court, pursuant to the terms of the

Settlement Agreement.

             13. In the event that the Settlement is terminated in accordance with the

terms of the Settlement Agreement, this Judgment shall be null and void and shall

be vacated nunc pro tunc, and Paragraph 9 of the Settlement Agreement shall

govern the rights of the Parties thereto.

       SO ORDERED this ___ day of ___________, 20__.




                __________________________________
                Hon. Jacqueline H. Nguyen, U.S.D.J.




sf-3065271                                  10
EXHIBIT C
                                            UNITED STATES DISTRICT COURT
                                           CENTRAL DISTRICT OF CALIFORNIA

Wool, et al., v. Sitrick, et al.                             No. CV-10-02741 JHN-PJW



                            NOTICE OF PROPOSED SETTLEMENT OF LITIGATION,
                          SETTLEMENT FAIRNESS HEARING, AND PROPOSED ORDER

Your legal rights might be affected if you were a participant in the Sitrick and Company Employee Stock Ownership Plan (the
“ESOP”) with a vested balance in the ESOP as of December 23, 2008.

    PLEASE READ THIS NOTICE CAREFULLY. A FEDERAL COURT AUTHORIZED THIS NOTICE.
                 THIS IS NOT A SOLICITATION. YOU HAVE NOT BEEN SUED.

This notice (“Notice”) advises you of a proposed settlement (the “Settlement”) of litigation (referred to herein as the “Action”) brought
by Richard Wool and Allan Mayer (collectively, the “Plaintiffs”) against Michael S. Sitrick, Nancy Sitrick, the Michael and Nancy
Sitrick Trust, Sitrick and Company, Inc. (the “Sitrick Defendants”), and Defendant Reliance Trust Company (“Reliance”),
(collectively, “Defendants”). Plaintiffs and Defendants are referred to herein collectively as the “Parties.” In the Action,
Plaintiffs seek to recover losses which they allege were suffered by the ESOP as the result of breaches of fiduciary duty by
Defendants.

The United States District Court for the Central District of California (the “Court”) has preliminarily approved the Settlement, and has
scheduled a hearing (the “Fairness Hearing”) to evaluate the fairness and adequacy of the Settlement at which the Court will consider
(i) whether to approve the Settlement as fair and adequate; (ii) whether to approve the Plan of Allocation (see Question 5 below); and
(iii) whether to award attorneys’ fees and expenses to Plaintiffs' Counsel (see Question 8 below). The Fairness Hearing, before the
Hon. Jacqueline Nguyen, has been scheduled for ____, at ____ at the United States District Court for the Central District of California,
Roybal Federal Building, 255 East Temple Street, Los Angeles, CA 90012.

The terms of the Settlement are contained in a Settlement Agreement (the “Settlement Agreement”), a copy of which is available at
www.kellersettlements.com or by contacting Plaintiffs’ Counsel identified below. Capitalized and italicized terms used in this Notice
and not defined herein have the meanings assigned to them in the Settlement Agreement.


Any questions regarding the Settlement should be directed to Plaintiffs’ Counsel: Gary Gotto or Gary Greenwald, Keller Rohrback
P.L.C., 3101 N. Central Avenue, Suite 1400, Phoenix, Arizona 85012, tel: 602-248-0088; Derek W. Loeser, Keller Rohrback L.L.P.,
1201 Third Avenue, Suite 3200, Seattle, WA 98109; and Michael D. Braun, Braun Law Group, PC, 10680 West Pico Blvd., Suite
280, Los Angeles, California 90064, tel: 310-836-6000 (counsel for Plaintiffs). Plaintiffs’ Counsel have established a toll-free
phone number, 1-888-225-4879 if you have questions or comments. Plaintiffs’ Counsel may also be contacted via email
(info@Kellersettlements.com). Please do not contact the Court, as Court personnel will not be able to answer your questions.

PLEASE READ THIS NOTICE CAREFULLY AND COMPLETELY. IF YOU ARE A FORMER
PARTICIPANT IN THE ESOP, THE SETTLEMENT MAY AFFECT YOUR RIGHTS. YOU ARE NOT
BEING SUED IN THIS MATTER. YOU DO NOT HAVE TO APPEAR IN COURT, AND YOU DO NOT
HAVE TO HIRE AN ATTORNEY IN THIS CASE. IF YOU ARE IN FAVOR OF THE SETTLEMENT,
YOU NEED NOT DO ANYTHING. IF YOU DISAPPROVE, YOU MAY OBJECT TO THE SETTLEMENT
PURSUANT TO THE PROCEDURES DESCRIBED BELOW.




1
sf-3065422
                       ACTIONS YOU MAY TAKE IN THE SETTLEMENT
                                         If the Settlement is approved by the Court and you are
                                         an “Affected Participant” (i.e., if you had a vested
                                         balance in the ESOP as of December 23, 2008), you do
                                         not need to do anything in order to receive an
                                         allocation. The portion, if any, of the Settlement Fund
                                         to be allocated for your benefit will be calculated as part
                                         of the implementation of the Settlement.
    NO ACTION IS NECESSARY TO RECEIVE    If you are a current participant in the Sitrick And
    PAYMENT.                             Company 401(k) Plan (the successor to the ESOP,
                                         referred to herein as the “401(k) Plan”), any share of
                                         the Settlement Fund to which you are entitled will be
                                         credited to your 401(k) Plan account. If you are no
                                         longer a participant in the 401(k) Plan and are entitled
                                         to share in the Settlement Fund, a 401(k) Plan account
                                         will be established to receive your allocation, and you
                                         will be notified of the procedures for remitting your
                                         allocation to you or for your benefit.
                                         If you wish to object to any part of the Settlement, you
    YOU CAN OBJECT (NO LATER THAN ____,
                                         can write to the Court and counsel and explain why you
    20__).
                                         do not like the Settlement.
                                         Whether you support or object to the Settlement, you
                                         may attend the fairness hearing. If you have submitted a
    YOU CAN GO TO THE HEARING ON
                                         written objection to the Court and counsel, as explained
    ______, 20__.
                                         below, you can ask to speak in Court with respect to the
                                         aspect of the Settlement to which you object.
                                                          WHAT THIS NOTICE CONTAINS
SUMMARY OF SETTLEMENT ...............................................................................................................................3
BASIC INFORMATION ................................ ................................ ................................ ................................ .............4
   1. Why did I get this Notice package? ...................................................................................................................4
   2. What is the lawsuit about? What has happened so far? ....................................................................................4
   3. Why is there a Settlement? ................................................................................................................................4
   4. What does the Settlement provide? ..................................................................................................................5
   5. What will be my share of the Settlement Fund? ...............................................................................................5
   6. How can I get my portion of the recovery? .......................................................................................................5
   7. When would I receive my payment? .................................................................................................................5
   8. How will the lawyers be paid?...........................................................................................................................5
OBJECTIONS ................................ ................................ ................................ ................................ ............................. 6
   9. How do I tell the Court if I don’t like the Settlement? ......................................................................................6
THE COURT’S FAIRNESS HEARING ....................................................................................................................7
   10. When and where will the Court decide whether to approve the Settlement......................................................7
   11. Do I have to come to the hearing? ....................................................................................................................7
   12. May I speak at the hearing .................................................................................................................................7
IF YOU DO NOTHING .............................................................................................................................................7
   13. What happens if I do nothing at all? .................................................................................................................7
GETTING MORE INFORMATION ........................................................................................................................7
   14. How do I get more information ........................................................................................................................7




2
sf-3065422
    As described in more detail below, the Action concerns allegations that Defendants breached fiduciary duties they owed
    to the Plan. The allegations are set forth in the operative complaints and are described in certain rulings of the Court,
    which are available at www.kellersettlements.com.

                                             SUMMARY OF SETTLEMENT

Under the Settlement, $6.25 million in cash will be deposited into a qualified settlement fund (the “Settlement Fund”).
The amounts in the Settlement Fund shall be disbursed as follows:

        (a) Court awarded Plaintiffs' Counsel attorneys’ fees and expenses and reasonable costs of the Settlement shall be paid
from the Settlement Fund.

        (b) The balance in the Settlement Fund shall be disbursed to the 401(k) Plan, to be allocated for the benefit of Affected
Participants as set forth in the Plan of Allocation as described below on page 5.

Disbursements will be made as promptly as practicable after the Court's approval of the Settlement has become Final.




3
sf-3065422
                                                  BASIC INFORMATION

    1. Why did I get this Notice package?

Either you or someone in your family may have been a participant in the ESOP with a vested balance as of December 23, 2008
(all such participants are referred to herein as “Affected Participants”). The Court has directed that this Notice be sent to you
because as such a participant, you may be entitled to share in the proceeds of the Settlement if the Settlement is finally
approved by the Court.

This Notice explains the Action, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how
you will receive your portion of the benefits. This Notice also informs you with respect to the Fairness Hearing set by the
Court.

The issuance of this Notice is not an expression of the Court’s opinion on the merits of any claim in the Action, and the Court
still has to decide whether to approve the Settlement. If the Court approves the Settlement, payment to the ESOP will be made
after all related appeals, if any, are favorably resolved. It is uncertain when these various events will occur, and could take up
to a year or more to be finally resolved. It is anticipated, however, that upon the Court’s approval of the Settlement becoming
Final, the ESOP will make one or more interim distributions with respect to the cash proceeds of the Settlement.
    2. What is the lawsuit about? What has happened so far?

In the Action, Plaintiffs allege, among other things, that the Defendants were fiduciaries of the ESOP and violated fiduciary
duties under the Employee Retirement Income Security Act of 1974 (“ERISA”) by approving the Sitrick Defendants’
repurchase of all outstanding Class B shares in Sitrick and Company owned by the ESOP. Plaintiffs sought to recover from the
losses to the Plan allegedly caused by the alleged fiduciary breaches.
Defendants deny that they have any liability whatsoever or that they breached any fiduciary duties. If the litigation were to
continue, Defendants would raise numerous defenses to liability, including the following:
                Not all of the Defendants were fiduciaries as alleged by Plaintiffs, or, if they were fiduciaries, their fiduciary
                duties did not extend to the matters at issue in the Action;
                To the extent they were fiduciaries as to the matters at issue in the Action, they fully discharged all fiduciary
                duties in a manner wholly consistent with applicable law;
                The relief sought by the Plaintiffs in the Action is not permitted under applicable law; and
                Plaintiffs were not damaged.
The Parties have engaged in substantial written discovery and motion practice, including multiple motions by Defendants to
dismiss the Action. Plaintiffs successfully opposed these motions to dismiss with respect to some, though not all, of their
claims, and at the time the Settlement was reached, had filed a Fourth Amended Complaint with the Court that served as the
operative complaint in this Action.
This Settlement is the product of intense, arm’s-length negotiations between Plaintiffs’ Counsel and Defendants and their
counsel, including a mediation facilitated by an experienced third-party mediator, pursuant to which the terms of the Settlement
were established.

    3. Why is there a Settlement?

Trial of the Action was scheduled for June, 2012. At the time of Settlement, the parties and their counsel recognized material
risks to all sides in proceeding to trial, including the risk that a judgment at trial could be in favor of the Defendants or in an
amount less than the amount provided for in the Settlement. Accordingly, the parties and their counsel concluded that the
Settlement constituted a reasonable compromise and was the prudent and advisable course, because it avoided the risks
inherent in this (or any) litigation, as well as the potential delays associated with trial and potential appeals.




4
sf-3065422
    4. What does the Settlement provide?

The material economic terms of the Settlement are set forth on Page 3 above. The Settlement also provides for releases of
Defendants by Plaintiffs and releases of Defendants by the 401(k) Plan as the successor to the ESOP, and for releases by
Defendants of the Plaintiffs. The specific terms of the releases are set forth in Section 3 of the Settlement Agreement.


    5. What will be my share of the Settlement Fund?

Plaintiffs' Counsel have submitted to the Court a detailed Plan of Allocation for approval at or after the Fairness Hearing. The
Plan of Allocation, which may be obtained at www.kellersettlements.com, or by contacting Plaintiffs’ Counsel, will describe
the manner by which the Settlement proceeds paid into the 401(k) Plan will be allocated. In general terms, the Plan of
Allocation will provide that Affected Participants will receive an allocation of the proceeds of the Settlement disbursed to the
401(k) Plan in accordance with the percentage (referred to as the “Applicable Percentage”) such Affected Participant
received of the total allocations to all Affected Participants of the proceeds of the ESOP’s sale of its stock in Sitrick
& Co., Inc. in 2008. The amount of each Affected Participant’s Applicable Percentage is set forth on Exhibit A to the
Plan of Allocation.


    6. How can I get my portion of the recovery?
You do not need to file a claim for recovery. If you are entitled to share in the net Settlement proceeds, your share will be
deposited in your 401(k) Plan account. If you are not a current participant in the 401(k) Plan, a 401(k) Plan account will be
established for the purpose of receiving your allocation and you will be notified with respect to the procedure for remitting
such allocation to you or for your benefit.

    7. When would I receive my portion of the recovery?

As discussed above under Question 1, payment is conditioned on several matters, including the Court’s approval of the
Settlement and that approval becoming Final and no longer subject to any appeals. These matters may take up to a year or
more to be finally resolved.

    8. How will Plaintiffs' Counsel be paid?

Plaintiffs’ Counsel will apply for an award of attorneys’ fees and expenses on behalf of all Plaintiffs’ counsel. The application
for attorneys’ fees and expenses will not exceed 30% of the cash deposited in the Settlement Fund. Any award of fees and
expenses will be paid from the Settlement Fund as and when cash is deposited therein in accordance with the terms of the
Settlement Agreement. The written application for fees and expenses will be filed with the Court no later than twenty-eight
(28) days prior to the Fairness Hearing, and the Court will consider this application at the Fairness Hearing. A copy of the
application when filed will be available at www.kellersettlements.com or by a requesting a copy from Plaintiffs’ Counsel. To
date, Plaintiffs’ Counsel have received no payment for their services in prosecuting the Action, nor have Plaintiffs’ Counsel
been reimbursed for their out-of-pocket expenses.




5
sf-3065422
                                                     OBJECTIONS
    9. How do I tell the Court if I don’t like the Settlement?

Any Affected Participant may object to any aspect of the Settlement by filing a written objection with the Court. To object,
you must send a letter or other written statement saying that you object to the Settlement and/or the attorneys’ fee award in
Wool, et al., v. Sitrick, et al., Case No. CV10-02741 JHN-PJW. Be sure to include your name, address, telephone number,
signature, and a full explanation of all reasons you object to the Settlement. Your written objection must be filed with the
Court, and served upon the counsel listed below by no later than twenty-one (21) days prior to the Fairness Hearing:

                        File with the Clerk of the Court:
                        Clerk of the Court
                        United States District Court for the Central District of California
                        Roybal Federal Building,
                        255 East Temple Street, Los Angeles, CA 90012
                        Re: Case No. CV10-02741 JHN-PJW

And, by the same date, serve copies of all such papers by mail and fax to each of the following:


             PLAINTIFFS’ COUNSEL:

             Gary A. Gotto                            Michael D. Braun
             Gary D. Greenwald                        Braun Law Group, PC
             Keller Rohrback P.L.C.                   10680 West Pico Blvd.
             3101 N. Central Avenue                   Suite 280
             Suite 1400                               Los Angeles, CA 90064
             Phoenix, AZ 85012                        Fax: (310) 836-6010
             Fax: (602) 248-2822

             Derek W. Loeser
             Keller Rohrback, LLP
             1201 Third Avenue, Suite 3200
             Seattle, Washington 98101
             Fax: (206) 623-3384

         COUNSEL FOR DEFENDANTS:

             James J. Brosnahan                                  Keith D. Klein
             Paul Flum                                           Shelly C. Gopaul
             George C. Harris                                    Bryan Cave LLP
             Morrison & Foerster, LLP                            120 Broadway, Suite 300
             425 Market Street                                   Santa Monica, CA 90401
             San Francisco, CA 94105                             Fax: (310) 576-2200
             Fax: (415) 268-7522
                                                                 Connie M. Anderson
             Matthew J. Pearce                                   Gregory A. Garbacz
             W. Bard Brockman                                    Anthony B. Daye
             Bryan Cave LLP                                      Klinedinst PC
             One Atlantic Center, 14th Floor                     777 South Figueroa Street, 47th Floor
             1201 West Peachtree Street, N.W.                    Los Angeles, California 90017
             Atlanta, Georgia 30309-3488                         Fax: (213) 406-1101
             Fax: (404) 572-6999


6
sf-3065422
The objection must state all supporting bases and reasons for the objection, set forth proof of your participation in the Plan,
clearly identify any and all witnesses, documents and other evidence of any kind that are to be presented at the Fairness
Hearing in connection with such objections, and further describe the substance of any testimony to be given by you as well as
by any supporting witnesses.

     UNLESS OTHERWISE ORDERED BY THE COURT, ANYONE WHO DOES NOT OBJECT IN
THE MANNER DESCRIBED HEREIN WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION,
WILL NOT BE PERMITTED TO SPEAK AT THE FAIRNESS HEARING, AND SHALL BE FOREVER
FORECLOSED FROM MAKING ANY OBJECTION TO THE PROPOSED SETTLEMENT AND THE
APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES.

                                        THE COURT’S FAIRNESS HEARING

    10. Do I have to come to the hearing?

Plaintiffs’ Counsel will answer questions the Court may have at the Fairness Hearing. You are welcome to come at your own
expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written
objection on time, it will be before the Court when the Court considers whether to approve the Settlement as fair, reasonable
and adequate. You may also have your own lawyer attend the Fairness Hearing at your expense, but such attendance is not
mandatory.

    11. May I speak at the hearing?

If you have filed a timely objection and are an Affected Participant, and if you wish to speak, present evidence, or present
testimony at the Fairness Hearing, you must state in your objection your intention to do so, and must identify any witnesses
you intend to call or evidence you intend to present.

The Fairness Hearing may be rescheduled by the Court without further notice to Affected Participants. If you wish to attend
the Fairness Hearing, you should confirm the date and time with Plaintiffs’ Counsel.

                                                 IF YOU DO NOTHING

    12. What happens if I do nothing at all?

If you do nothing and you are entitled to participate in the Settlement proceeds, you will participate in those proceeds as
described above in this Notice if the Settlement is approved.

                                          GETTING MORE INFORMATION

    13. How do I get more information?

This Notice summarizes the proposed Settlement. Full details of the Settlement are set forth in the Settlement Agreement. You
may obtain a copy of the Settlement Agreement by making a written request to a member of Plaintiffs' Counsel listed on Page
6. Copies of the Settlement Agreement may also be viewed at www.kellersettlements.com. Plaintiffs’ Counsel have
established a toll-free phone number to receive your comments and questions, 1-888-225-4879, and may also be contacted via
email at info@kellersettlements.com.


DATED: ________, ___, 2011.

BY ORDER OF THE COURT




7
sf-3065422
EXHIBIT D
                      Wool, et al., vs. Sitrick, et al., No. CV-10-02741 JHN-PJW (C.D. Cal.)



                                           PLAN OF ALLOCATION


I. Definitions

        A.       All capitalized terms shall have the same meaning as they are given in the

Settlement Agreement dated November __, 2011 (“Settlement Agreement”), unless specifically

set forth otherwise in this Plan of Allocation. The following definitions shall apply to the Plan of

Allocation methodology:

                 1.        “ESOP Account” means the account maintained for each participant in

the ESOP.

                 2.        “401(k) Account” means the account maintained for each participant in

the 401(k) Plan.

                 3.        “Affected Participant” shall mean all participants in the ESOP whose

accounts had vested as of December 23, 2008, including their beneficiaries and successors in

interest.

                 4.        “Applicable Percentage” shall mean for each Affected Participant the

percentage set forth on Exhibit A, which shall constitute the percentage share such Affected

Participant received of the total allocations to all Affected Participants of the proceeds of the

ESOP’s sale of its stock in Sitrick & Co., Inc. in 2008.


II. Allocation

        A.       Each Affected Participant shall be entitled to receive an allocation from the

Settlement Fund net of expenses paid pursuant to Section 2.6, 2.10.1, and 2.10.2 of the
Settlement Agreement in accordance with his or her Applicable Percentage.

       B.      Because the ESOP has been terminated and the 401(k) Plan is the successor to the

ESOP, the proceeds of the Settlement are to be transferred to the 401(k) Plan in accordance with

the terms of the Settlement Agreement, and the allocations to the Affected Participants shall be

made to the 401(k) Accounts of the Affected Participants. For any Affected Participant who is

not a current participant in the 401(k) Plan (the “Former Participants”), a 401(k) Account shall

be established for each such Former Participant who is to receive an allocation. The amounts so

allocated to such Former Participants shall be distributed to them or for their benefit as promptly

as practicable pursuant to the customary procedures of the 401(k) Plan. The Recordkeeper of the

401(k) Plan shall as promptly as practicable notify the Former Participants of the procedures by

which they may opt to have the amounts allocated to their 401(k) Plan Accounts distributed from

the 401(k) Plan to an IRA or qualified plan.




                                               -2–
              Exhibit A
              Affected Participants


Participant                  Applicable Percentage




                      -3–

				
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