Case 3:16-cv-04790-VC Document 59-1 Filed 01/19/18 … of... · Sysco Corporation (C ase No. 4 ... cv-05635-ECM); Schram v. Take Two Interactive Software, Inc. (C ase No ... Mendoza

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DECLARATION OF WILLIAM TURLEY, ESQ. IN SUPPORT OF PLAINTIFF’S UNOPPOSED Case No 3:16-CV-04790-VCMOTION FOR FINAL APPROVAL OF CLASS/COLLECTIVE ACTION SETTLEMENT;AWARD OF ATTORNEYS’ FEES, COSTS, CLASS/COLLECTIVE REPRESENTATIVEENHANCEMENT/GENERAL RELEASE PAYMENT, CLAIMS ADMINISTRATIONEXPENSES, AND ENTERING JUDGMENT

William Turley, Esq. (122408)[email protected] Mara, Esq. (230498)[email protected] Vecchi, Esq. (299333)[email protected] TURLEY & MARA LAW FIRM, APLC7428 Trade StreetSan Diego, California 92121Telephone: (619) 234-2833Facsimile: (619) 234-4048

Attorneys for Plaintiff, EMILY HUNT,behalf of herself, all others similarly situated,and on behalf of the general public.

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

EMILY HUNT, on behalf of herself, allothers similarly situated, and on behalf ofthe general public,

Plaintiff,

v.

VEP HEALTHCARE, INC., a corporation;and DOES 1 through 100, inclusive,

Defendants.

Case No. 3:16-CV-04790-VC

DECLARATION OF WILLIAM TURLEY, ESQ.IN SUPPORT OF PLAINTIFF’S UNOPPOSEDMOTION FOR FINAL APPROVAL OFCLASS/COLLECTIVE ACTIONSETTLEMENT; AWARD OF ATTORNEYS’FEES, COSTS, CLASS/COLLECTIVEREPRESENTATIVE ENHANCEMENT/GENERAL RELEASE PAYMENT, CLAIMSADMINISTRATION EXPENSES; ANDENTERING JUDGMENT

Date: March 15, 2018Time: 10:00 a.m.Judge: Hon. Vince ChhabriaDept.: 4

Action Filed: April 6, 2015Trial Date: None Set

Case 3:16-cv-04790-VC Document 59-1 Filed 01/19/18 Page 1 of 163

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I, WILLIAM TURLEY, declare the following:

1. I have personal knowledge of the facts set forth in this declaration, and, if called to testify, I

could competently testify to the same.

2. I am an attorney duly authorized to practice law before all the courts of the State of California,

including the Northern District, and I am an attorney of record for Plaintiff Emily Hunt.

3. I have personal knowledge of the facts set forth in this declaration, and, if called to testify, I

could competently testify to the same.

4. I have been practicing law in California and handling employment related cases and cases

under the California Labor Code since 1987.

5. I served as President of the Consumer Attorneys of San Diego.

6. I served on the board of directors of the consumer attorneys of California (CAOC) for over 10

years. Currently, and for 22 years, I have been on the CAOC Amicus Curiae Committee.

7. I am listed as Amicus counsel in over twenty California Supreme Court decisions including

Cedars-Sinai Medical Center v. Superior Court; White v. Ultramar; Stop Youth Addiction, Inc.

v. Lucky Stores, Inc.; City and County of San Francisco v. Sweet; Safeco Ins. Co. v. Robert S.;

Emerson Elec. Co. v. Superior Court; Aas v. Superior Court; Sullivan v. Delta Air Lines;

Bonanno v. Central Contra Costa Transit Authority; Salgado v. County of L.A.; Schreiber v.

Estate of Kiser; Superior Court v. County of Mendocino; Temple Community Hosptial v.

Superior Court; Hamilton v. Asbestos Corp.; and Costa v. Workers’ Comp. Appeals Bd.

8. My firm and I also wrote the winning Amicus briefs in the recent cases Augustus v. ABM

Security Services, Inc. (rest breaks are on-call time); and Williams v. Superior Court (PAGA

and wage and hour class action) on behalf of CAOC.

9. I am a frequent writer and/or lecturer. For example, along with attorney David Mara from our

firm, I have had two employee lawsuit articles published by the prestigious Consumer

Attorneys of California Forum Magazine.


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10. I have had legal articles published over 100 times. I have had three articles published on

California Wage and Hour law.

11. I have published a book on wage and hour laws in California.

12. I was an invited speaker at the American Conference Institute’s 2011 and 2012 Wage & Hour

Class Action Seminars.

13. I am co-class counsel in Hohnbaum v. Brinker Restaurant Corp., San Diego Superior Court

Case No. GIC834348, which was the underlying case in the California Supreme Court’s recent

landmark decision in Brinker Restaurant Corporation v. Superior Court (2012) 53 Cal.4th

1004, in which the California high Court delineated the scope of employer obligations to

provide, and employee rights to receive, meal and rest periods under California law.

14. I am also Plaintiff’s counsel in a host of other class actions involving violations of California’s

wage and hour laws in the transportation industry. For example, I have been and currently am

involved as counsel for plaintiffs in the following class actions involving wage and hour

violations under California law in the transportation industry: Davis v. DS Waters of America,

Inc. (Case No. 14-cv-00250 BAS (NLS)); Coria v. Recology, Inc. (Case No. 14-cv-01536

KAW); Young v. Amerigas Propane, Inc. (Case No. 14-cv-583-JAH-RBB); Kilbourne v. The

Coca-Cola Company (Case No. 14-cv-00984-MMA-NLS); Rodriguez et al. v. Cleansource,

Inc., et al. (Case No. 14-cv-0789L DHB); Bonner v. Knight’s Pumping & Portable Services,

Inc. (Case No. S-1500-CV280623); Verdina v. Atlas Disposal Industries, LLC (Case No. 34-

2013-00141318); Chambers v. Ace Beverage Co. (Case No. BC522999); Davis v. Apria

Healthcare Group (Case No. 37-2015-00007743); Norona v. B&G Delivery System, Inc. (Case

No. RG1577005); Holmby v. Cardinal Logistics Management Corporation (Case No. 3:15-cv-

03382-JSC); Kelly v. Chico Produce, Inc. (Case No. 34-2014-00163219); Perez v. City of San

Diego (Case No. 37-2014-00016621); Thomas v. Costco Wholesale Corporation (Case No.

14-cv-2778-CAB-WVG); Porras v. DBI Beverage, Inc. (Case No. 114CV266154); Rogers v.


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Hadley Collision Center, Inc. (Case No. 37-2015-00009186); Hernandez v. Premium of

Tennessee, Inc. (Case No. 37-2014-00028072); Simon v. Sysco Corporation (Case No. 37-

2014-00012263); Lopez v. Sysco Corporation (Case No. 4:15-cv004420-JSW); Pyara v. Sysco

Corporation (Case No. 2:15-cv-01208); Esparza v. T.G.S. Transportation, Inc. (Case No.

RG14718583); Muro v. Team Campbell Logistics, LLC (Case No. 37-2015-00007723);

Cuellar-Ramirez v. US Foods, Inc. (Case No. RG15770766); Peron v. The Vons Companies,

Inc. (Case No. 15-cv-01567-L-JMA); Solis v. Bottomley Distribution Co., Inc. (Case No.

RG16809670); Hernandez v. Classic Distributing and Beverage Group, Inc. (Case No.

BC615317); Little v. Gate Gourmet, Inc. (Case No. 37-2016-00010636-CUOE-CTL); Tugas

v. Hill-Rom Company, Inc. (Case No. 2:15-cv-02426-JAM-CKD); Huguez v. KKW Trucking,

Inc. (Case No. 34-2016-00190517); Hilderbrand v. LinkUs Enterprises, LLC (Case No.

DR150155); Limon v. National Retail Transportation, Inc. (Case No. 2:16-cv-02054); Belton

v. Pacific Pulmonary Services (Case No. CGC-15-547564); Medina v. Central Cal

Transportation, Inc. (Case No. RG15770011); Eure v. Ryder Integrated Logistics, Inc. (Case

No. 34-2015-00178054-CU-OE-GDS); Parker v. Selland Auto Transport, Inc. (Case No. 3:15-

cv-05635-ECM); Schram v. Take Two Interactive Software, Inc. (Case No. 37-2014-

00042000-CU-OE-CTL); Smith v. Werner Enterprises, Inc. (Case No. 8:150cv0287); Smith v.

Western Express, Inc. (Case No. 8:15-cv-01238); Scott v. YRC Global, Inc. (Case No.

RG16809671); Vega v. Advance Beverage Co., Inc. (Case No. BCV-16-100848); Davidson v.

A&B Trucking Services, Inc. (Case No. 16CECG02390); Zamudio v. Ameripride Services, Inc.

(Case No. RG16809666); Henricks v. Antonini Freight Express, Inc. (Case No. STK-CV-

UOE-2016-6999); Moore v. Aramark Uniform Services, LLC (Case No. RG16832314);

Dotson v. Asbury Environmental Services (Case No. RG16842620); Atchison v. Ashley

Furniture Industries, Inc. (Case No. 5:17-cv-00528-JAK-SP); Payton v. Atech Logistics, Inc.

(Case No. SCV-258595); Spikes v. Bear Trucking, Inc. (Case No. 16CECG02389); Reynoso v.


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Benjamin’s Transfer, Inc. (Case No. FCS048845); Mendoza v. Bi-Rite Food Service, Inc. (Case

No. 17CIV02044); Houston v. Big 5 Sporting Goods Corporation (Case No. RG16823835);

Astorga v. Butterspur Cattle Feeders, Inc. (Case No. ECU07961); Padilla v. California Gas

Transport, Inc. (Case No. 37-2016-00012433-CU-OE-CTL); Avitia v. Brand Scaffold

Services, Inc. (Case No. ECU09497); Oberg v. California Freight; Sandair Corporation (Case

No. STK-CV-UOE-2017-1323); Austin v. Canteen Vending; Compass Group, USA, Inc. (Case

No. RG16809670); Prasad v. CFC Network, Inc. (Case No. 34-2016-00193907); Williams v.

Cintas Corporate Services, Inc. (Case No. 3:17-cv-1623); Timothy v. Coastal Transport Co.,

Inc. (Case No. 37-2016-00023458-CU-OE-CTL); Montes v. Coram Specialty Infusion

Services, Inc. (Case No. 37-2016-00028950-CU-OE-CTL); Pollar v. Cort Business Services

Corporation (Case No. RG17859665); Singh v. Daylight Foods, Inc. (Case No. RG16832317);

Lua v. DDG Transport, Inc. (Case No. 266342); Rodriguez v. Delta Sierra Beverage, LLC

(Case No. 34-2017-00206727); McLain v. Durkee Drayage Company (Case No.

RG17847081); Sanchez v. Exact Staff, Inc. (Case No. CIVDS1702554); Betts v. Foster Farms,

LLC (Case No. 9000320); Aguon v. G.A.T. Airline Ground Support, Inc. (Case No. 37-2017-

00008004-CU-OE-CTL); Guerrero v. Halliburton Energy Services, Inc. (Case No. 16-cv-

1300); Garcia v. Haralambos Beverage Co. (Case No. BCV-16-102323); Palacios v. White

Cap Construction Supply, Inc. (Case No. 16-CV-002475); Beach-Barrow v. The Hertz

Corporation (Case No. RG17848833); Cruz v. Hertz Equipment Rental Corporation (Case No.

16-cv-03889); Terry v. Hoovestol, Inc. (Case No. 16-cv-5183); Valentich v. Hub Construction

Specialties, Inc. (Case No. RIC1610267); Caulfield v. ITS Logistics, LLC (Case No. 37-2016-

00044111-CU-OE-CTL); Allen v. J.S. West Hardister, LLC (Case No. 900289); Walls v. The

Kelleher Corporation (Case No. 34-2017-00207654); Watson v. Kohl’s (Case No. 17-cv-

00722); Hobson v. Linde, LLC (Case No. CIVDS1613085); Clavel v. La Jolla Beach & Tennis

Club, Inc. (Case No. 37-2017-00004802-CU-OE-CTL); Jackson v. LMS Transportation, LLC


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(Case No. BC635316); Maxwell v. McLane Suneast, Inc. (Case No. 17-cv-00550); Hernandez

v. MJ Industries, Inc. (Case No. 37-2017-00003218-CU-OE-CTL); Cabral v. Numark

Transportation, Inc. (Case No. RG17852307); Blanco v. Old Dominion Freight Line, Inc.

(Case No. 16-cv-04140); Roby v. Pan Pacific Petroleum, Inc. (Case No. BCV-16-101856);

Helton v. Pepsi-Cola Sales and Distribution, Inc. (Case No. 17-cv-1135); Randall v.

Professional Auto Transport, Inc. (Case No. RG17847058); Ramirez v. Recology, Inc. (Case

No. CGC-17-556653); McConville v. Renzenberger, Inc. (Case No. 16-cv-00578); Medina v.

Roadrunner Transportation Services, Inc. (Case No. RG15770011); Smith v. Roadrunner

Management Services, Inc. (Case No. BC630949); Martinez v. Silva Trucking, Inc. (Case No.

STK-CV-UOE-2017-320); Lopez v. Starving Students, Inc. (Case No. 37-2014-00083995);

Martinez v. Stericycle, Inc. (Case No. 34-2016-00205563); Martin v. Sysco Central California,

Inc. (Case No. 9000052); Frieri v. Sysco Riverside, Inc. (Case No. BC618722); Frieri v. Sysco

San Diego, Inc. (Case No. 37-2016-00011683-CU-OE-CTL); Stone v. Sysco Ventura, Inc.

(Case No. SICVCV1659516); Rodriguez v. Freshpoint, Inc. (Case No. RG16825142); Xu v.

Tenet Concepts, LLC (Case No. 16-cv-297900); De La Cruz v. Thermo Fisher Scientific, Inc.

(Case No. RG17851792); Cavanaugh v. Three J’s Distributing, Inc. (Case No. 34-2017-

00212201); Diaz v. THX Transport, LLC (Case No. 37-2016-00033420-CU-OE-CTL); Silva

v. Tony’s Fine Foods (Case No. 34-2016-00193910-CU-OE-GDS); Scott v. Transdev Services,

Inc. (Case No. RG17846786); Thomas, et al. v. TransitAmerica Services, Inc. (Case No. 37-

2014-00018867-CU-OE-CTL); Taylor v. United Road Services, Inc. Case No. BCV-17-

100222); Villarreal v. Wildwood Express (Case No. RG17845716); Kramer v. XPO Logistics,

Inc. (Case No. 16-cv-07039).

15. In addition, I testified before the California Senate in a committee hearing on September 3,

2015, regarding the new piece-rate bill, California Labor Code § 226.2.

16. On April 12, 2016, I testified in front of the California Senate regarding an amendment to


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California Labor Code §§ 2698, et seq, the “Private Attorneys General Act” or “PAGA.”

Furthermore, I also participated in drafting the new amendment to PAGA.

17. I have advised staff members of the United States Commerce, Science, and Transportation

Committee on potential wage theft legislation.

18. I have been awarded the highest rating by Avvo.com and have been awarded Super Lawyer

in 2011, 2012, 2013, 2014, 2015, and 2016. I have also been awarded the 2016 Top Lawyers

Award, as published in San Diego Magazine.

19. Based on my firm’s investigation and evaluation, I believe this Settlement is fair, reasonable,

adequate, and is in the best interest of the California Class and FLSA Collective in light of all

known facts and circumstances, including the risk of significant delay, the numerous defenses

Defendant is asserting, and Defendant’s financial condition.

20. A true and correct copy of the Class/Collective Counsel’s Summary of Time and Costs is

attached as Exhibit 1.

21. A true and correct copy of the Westlaw Court’s Express’s Legal Billing Report, Volume 14,

Number 3, California Region for December 2012 is attached as Exhibit 2.

22. A true and correct copy of the Declaration of Richard M. Pearl in Hohnbaum v. Brinker

Restaurant Corp. SDSC GIC834348 is attached as Exhibit 3.

23. A true and correct copy of the 2012 National Law Journal Survey of Hourly Billing Rates for

Partners and Associates is attached as Exhibit 4.

24. A true and correct copy of the Joint Stipulation of Collective and Class Action Settlement is

attached as Exhibit 5.

25. Under the proposed settlement, Defendant shall pay $2,000,000. This includes payments to

Participating California Class and Participating FLSA Collective Members; settlement

administration costs currently estimated at $34,000; award of attorneys’ fees not to exceed

$500,000 (25% of the Gross Settlement Amount); award of actual costs of $40,000; a Class

Representative Enhancement/General Release Payment to Plaintiff not to exceed $10,000; and


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employee and employer payroll taxes on the portion of the settlement payments to

Participating Class and Collective Members deemed as wages. These payments are subject to

the Court’s approval.

26. After the above amounts are subtracted from the Gross Settlement Amount, the remaining

portion shall be available for distribution to Participating Class and Collective Members.

Assuming CPT Group, Inc.’s settlement administration expenses do not increase, the Net

Settlement Amount is currently estimated at $1,416,000. Per the settlement, 50% of the Net

Settlement Amount – or $708,000 – is available for payout to Participating California Class

Members and 50% of the Net Settlement Amount – or $708,000 – is available for payout to

Participating FLSA Collective Members. The entire NSA will be paid out. There will be no

reversion to Defendant.

27. I received confirmation that CPT Group, Inc. mailed the Notice of Collective and Class Action

Settlement (hereinafter referred to as the “Notice”) to 2821 California Class and FLSA

Collective Members on January 3, 2018. I also received confirmation that between January 4,

2018 and January 8, 2018, the Notices were emailed to 282 California Class and FLSA

Collective Members. Therefore, notice was attempted to all California Class and FLSA

Collective Members by both mail and email.

28. During the notice period, Class/Collective Counsel will work with CPT Group, Inc. to ensure

that new Notices and FLSA Claim Forms are sent out to California Class and FLSA Collective

Members who lose or misplace them. Class/Collective Counsel intend on performing any

tasks necessary to ensure Class/Collective Members receive their Notices and to ensure FLSA

Collective Members send in their FLSA Claim Forms should they choose to do so, including

calling, sending text messages, and mailing reminder postcards to FLSA Collective Members

to remind them of the opt-in deadline. In fact, Class/Collective Counsel are in the process of

1 This is comprised of 238 California Class Members and an additional 44 FLSA Collective Memberswho are not part of the California Class as they reside outside of California.


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preparing and sending out letters to all Class and Collective Members ensuring they got a

Notice and FLSA Claim Form and reminding them of the opt-in deadline. Class/Collective

Counsel also plan on sending out a postcard closer to the response deadline reminding

Class/Collective members to send in their FLSA Claim Forms if they would like to be a part

of the settlement and plan on sending out text messages to the same effect. Class/Collective

Counsel will send new FLSA Claim Forms to FLSA Collective Members who need them

because their original FLSA Claim Form was lost or misplaced.

29. Under California law, employers must provide non-exempt employees, like the California

Physician’s Assistant class involved here, with duty-free thirty (30) minute meal periods

before the end of the fifth and tenth hours of work and 10-minute rest periods every four (4)

hours or major fraction thereof. Plaintiff’s theories of liability for both of these claims are that

the meal and rest periods VEP provided were not duty-free, because, Plaintiff asserts that (1)

Physicians Assistants are always subject to being called back and (2) physician’s assistants

cannot sleep while on the job, which Plaintiff contends includes during meal and rest periods.

30. Plaintiff contends that Mr. Hudock – VEP’s Vice President of Clinical Services – testified that

VEP’s uniform policy, which applies to all California physician’s assistants, does not provide

a first meal period in the first five (5) hours of work or a second meal period in shifts longer

than ten (10) hours. Plaintiff argues that this policy violates California law, as it does not

provide first and second meal periods before the fifth and tenth hour of work, respectively.

31. The Fair Labor Standards Act (FLSA) requires that all non-exempt employees must receive

overtime pay equal to one-and-one-half times their regular rate of pay for every hour over

forty (40) hours worked during the workweek. In the case Belt v. EmCare, Inc., the Fifth

Circuit found that Physician’s Assistants are not “practicing medicine,” and, therefore, must

be paid a salary to qualify for an exemption from overtime pay. As VEP’s Physician’s


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Assistants are paid an hourly wage instead of a salary, Plaintiff alleges that they are entitled

to overtime under the FLSA. See Belt v. EmCare, Inc., 444 F. 3d 403 (5th Cir. 2006).

32. Pursuant to § 7(e) of the FLSA, for purposes of calculating overtime pay, non-discretionary

bonuses must be incorporated into the regular hourly rate. Non-discretionary bonuses are

those that are announced to employees to encourage them to work more steadily, rapidly or

efficiently, and bonuses designed to encourage employees to remain with a facility. Few

bonuses are discretionary under the FLSA, allowing exclusion from the regular rate. These

bonuses must be factored into an employee’s overtime rate. Plaintiff asserts that because

Physician’s Assistants were paid non-discretionary productivity bonuses, these bonuses must

be factored into their overtime rate.

33. Through investigation and discovery, it was revealed that VEP pays its Physician’s Assistants

by the hour, as well as, bonuses. Plaintiff argues that these bonuses are non-discretionary.

Plaintiff alleges that bonuses are paid out each month if certain productivity goals have been

satisfied. The bonuses are determined based upon the total billing generated by all Physician’s

Assistants during any given month. Plaintiff contends that VEP failed to factor these bonuses

into the overtime rate it paid to Physician’s Assistants, and thus are liable for the difference

between the lower overtime rate paid and the correct overtime rate which Physician’s

Assistants were owed.

34. Plaintiff alleges that VEP’s bonuses are earned over the period of one (1) month. Therefore,

Plaintiff argues that these bonuses can be equally allocated to each workweek in the month in

which the billing was generated. Plaintiff contends that to calculate the correct overtime rate,

VEP should have allocated the bonus over each pay period worked in the month the billing

was generated.

35. Throughout the course of litigation, the Parties engaged in formal and informal discovery,

pursued extensive written discovery, and thoroughly investigated Plaintiff’s claims. While in


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the Contra Costa County Superior Court, the Parties engaged in written discovery. This

discovery included requests for production of documents which lead to VEP producing over

twenty-thousand (20,000) documents including, but not limited to, Plaintiff’s personnel file,

pay stubs, operational policies, meal and rest break policies, time records, and wage

information. These documents also included documents reflecting putative class/collective

members’ wages paid, and bonuses received. Further, Plaintiff received excel time records for

putative class members for the years 2011, 2012, 2013, 2014, 2015, and 2016. In addition,

Plaintiff received documents related to how VEP pays bonuses to its Physician’s Assistants.

After receiving these documents, Plaintiff took the deposition of Marc Hudock, VEP’s Vice

President of Clinical Services, on June 21, 2016.

36. After attending two mediations, Plaintiff was also provided with numerous bank account

statements in addition to excel spreadsheets showing VEP’s financial condition. Plaintiff

worked with an expert to go through these documents. This process was extremely time

consuming and required multiple conversations not only between Plaintiff and her expert but

also with VEP’s financial officers.

37. Considerable time, effort, and skill was spent: (1) developing the causes of action in this case;

(2) evaluating the likelihood of getting the matter certified as a class and collective action and

maintaining such status throughout the case; (3) appraising the strength of Plaintiff’s liability

theory, the extent and range of class and collective recovery against the risks of not obtaining

and maintaining class and collective certification status; (4) assessing the risks posed through

the normal perils of litigation, including the defenses asserted by Defendant, Defendant’s

proffered records, the difficulties of complex litigation, the lengthy process of establishing

specific damages, and various possible delays and appeals; and (5) evaluating Defendant’s

financial documents and discussing them with an expert. It was only after this analysis that


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Plaintiff was able to agree to the proposed settlement reached after two arms-length

mediations.

38. As of the filing of Plaintiff’s preliminary approval motion, Class/Collective Counsel worked

795 hours on this case, and calculated the base lodestar at $472,775 at rates reflecting those

currently earned in the market place. After filing Plaintiff’s preliminary approval motion,

Class/Collective Counsel worked an additional thirty-two (32) hours preparing for and

appearing at the preliminary approval hearing, working with the administrator on sending the

Notices out, drafting and revising the final approval motion, and communicating with Plaintiff

and Class/Collective Members.

39. As of the date of this declaration, Class/Collective Counsel worked 827 hours on this case,

and calculated the base lodestar at $489,575 at rates reflecting those currently earned in the

market place. See Exhibit 1 attached hereto.

40. I devoted 113 hours to this case. The following is a summary of my tasks and the activities I

performed in this litigation: Communications with Plaintiff Emily Hunt; pre-filing

investigation and legal research; interviewing and meeting with putative Class/Collective

Members; research and investigation in the claims alleged; drafting the complaint and amended

complaint; legal research concerning Defendant’s defenses to this case; analyze records

produced by Plaintiff and Class/Collective Members; investigation into Defendant’s pay-

structures; review and analysis of documents produced by Defendant; interoffice

communications about case strategy; conferences with Defense Counsel; review of mediation

brief; attend mediation; review Defendant’s financial documents; discuss financial documents

with expert; and review settlement agreement.

41. My hourly rate is $875. Based on my hourly rate and the hours expended (113), my fee is

$98,875, which is reasonable and necessary to the successful litigation of this matter.

42. David Mara is a partner at the Turley & Mara Law Firm. Mr. Mara has been a member of the

California Bar since 2004. Mr. Mara has extensive experience in wage and hour class litigation


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and appellate matters relating thereto. He has been published on two occasions and has been

substantially involved in all phases of this litigation and the following related wage and hour

class cases, of which our firm is the attorney of record: Waste Management Wage and Hour

Cases (J.C.C.P. No. 4534) and is currently Plaintiffs’ counsel in the following wage and hour

class actions in the transportation industry: Davis v. DS Waters of America, Inc. (Case No. 14-

cv-00250 BAS (NLS); Coria v. Recology, Inc. (Case No. 14-cv-01536 KAW); Young v.

Amerigas Propane, Inc. (Case No. 14-cv-583-JAH-RBB); Kilbourne v. The Coca-Cola

Company (Case No. 14-cv-00984-MMA-NLS); Rodriguez et al. v. Cleansource, Inc., et al.

(Case No. 14-cv-0789L DHB); Bonner v. Knight’s Pumping & Portable Services, Inc. (Case

No. S-1500-CV280623); Verdina v. Atlas Disposal Industries, LLC (Case No. 34-2013-

00141318); Chambers v. Ace Beverage Co. (Case No. BC522999); Davis v. Apria Healthcare

Group (Case No. 37-2015-00007743); Norona v. B&G Delivery System, Inc. (Case No.

RG1577005); Holmby v. Cardinal Logistics Management Corporation (Case No. 3:15-cv-

03382-JSC); Kelly v. Chico Produce, Inc. (Case No. 34-2014-00163219); Perez v. City of San

Diego (Case No. 37-2014-00016621); Thomas v. Costco Wholesale Corporation (Case No.

14-cv-2778-CAB-WVG); Porras v. DBI Beverage, Inc. (Case No. 114CV266154); Rogers v.

Hadley Collision Center, Inc. (Case No. 37-2015-00009186); Hernandez v. Premium of

Tennessee, Inc. (Case No. 37-2014-00028072); Simon v. Sysco Corporation (Case No. 37-

2014-00012263); Lopez v. Sysco Corporation (Case No. 4:15-cv004420-JSW); Pyara v. Sysco

Corporation (Case No. 2:15-cv-01208); Esparza v. T.G.S. Transportation, Inc. (Case No.

RG14718583); Muro v. Team Campbell Logistics, LLC (Case No. 37-2015-00007723);

Cuellar-Ramirez v. US Foods, Inc. (Case No. RG15770766); Peron v. The Vons Companies,

Inc. (Case No. 15-cv-01567-L-JMA); Solis v. Bottomley Distribution Co., Inc. (Case No.

RG16809670); Hernandez v. Classic Distributing and Beverage Group, Inc. (Case No.

BC615317); Little v. Gate Gourmet, Inc. (Case No. 37-2016-00010636-CUOE-CTL); Tugas

v. Hill-Rom Company, Inc. (Case No. 2:15-cv-02426-JAM-CKD); Huguez v. KKW Trucking,

Inc. (Case No. 34-2016-00190517); Hilderbrand v. LinkUs Enterprises, LLC (Case No.


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DR150155); Limon v. National Retail Transportation, Inc. (Case No. 2:16-cv-02054); Belton

v. Pacific Pulmonary Services (Case No. CGC-15-547564); Medina v. Central Cal

Transportation, Inc. (Case No. RG15770011); Eure v. Ryder Integrated Logistics, Inc. (Case

No. 34-2015-00178054-CU-OE-GDS); Parker v. Selland Auto Transport, Inc. (Case No. 3:15-

cv-05635-ECM); Schram v. Take Two Interactive Software, Inc. (Case No. 37-2014-

00042000-CU-OE-CTL); Smith v. Werner Enterprises, Inc. (Case No. 8:150cv0287); Smith v.

Western Express, Inc. (Case No. 8:15-cv-01238); Scott v. YRC Global, Inc. (Case No.

RG16809671).

43. In addition, Mr. Mara has been involved in all aspects of the trial and appellate phases of

Hohnbaum v. Brinker Restaurant Corporation, which is the underlying case in the California

Supreme Court’s landmark wage and hour decision in Brinker Restaurant Corp. v. Superior

Court, 53 Cal.4th 1004 (2012).

44. Mr. Mara devoted 347 hours to this case. The following is a summary of his tasks and activities

performed in the litigation of this matter: Communications with defense counsel; research

regarding theories of the case; drafting case strategy and damage memoranda; interoffice

communications about case strategy; communications with Plaintiff Emily Hunt; analyze

records produced by Plaintiff and Class/Collective Members; review Defendant’s demurrer

and motion to strike; review and analysis of documents produced by Defendant; analyze

records produced by Defendant relating to its policies, pay-structures, and time keeping; draft

a discovery plan for purposes of the certification motion; draft living class certification motion;

create exhibits for use during case; prepare deposition notice; prepare for and take deposition

of Defendant’s Person Most Qualified witness; review of initial disclosures; draft mediation

damage and exposure models; interoffice discussions about mediation damage and exposure

models; review amended complaint; review removal papers; prepare for and attend mediations;

review Defendant’s financial documents; discuss documents with expert; telephone conference

with expert, Defense Counsel, and Defendant’s financial officers; negotiate, draft, and re-draft

the settlement agreement; review preliminary approval motion and supporting documents; and


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review final approval motion and supporting documents.

45. Mr. Mara’s hourly rate is $650. Based on his hourly rate and the hours expended (335), his fee

is $225,550, which is reasonable and necessary to the successful litigation of this matter.

46. Jill Vecchi has been a member of the bar since 2014. She has gained extensive experience

handling wage and hour class actions and has been substantially involved in all phases of this

litigation and the following wage and hour class actions: Rodriguez et al. v. Cleansource, Inc.,

et al. (Case No. 14-cv-0789L DHB); Davis v. Apria Healthcare Group (Case No. 37-2015-

00007743); Norona v. B&G Delivery System, Inc. (Case No. RG1577005); Thompson v.

Costco Wholesale Corporation (Case No. 14-cv-2778-CAB-WVG); Simon v. Sysco

Corporation (Case No. 37-2014-00012263); Lopez v. Sysco Corporation (Case No. 4:15-

cv004420-JSW); Pyara v. Sysco Corporation (Case No. 2:15-cv-01208); Cuellar-Ramirez v.

US Foods, Inc. (Case No. RG15770766); Peron v. The Vons Companies, Inc. (Case No. 15-

cv-01567-L-JMA); Little v. Gate Gourmet, Inc. (Case No. 37-2016-00010636-CU-OE-CTL);

Limon v. National Retail Transportation, Inc. (Case No. 2:16-cv-02054); Belton v. Pacific

Pulmonary Services (Case No. CGC-15-547564); Medina v. Central Cal Transportation, Inc.

(Case No. RG15770011); Schram v. Take Two Interactive Software, Inc. (Case No. 37-2014-

00042000-CU-OE-CTL); Shroeder v. YRC Global, Inc. (Case No. 2:16-cv-06173); Davidson

v. A&B Trucking Services, Inc. (Case No. 16CECG02390); Daniels v. Apria Healthcare Group

(Case No. 37-2014-00007255-CU-OE-CTL); McKinley v. Apria Healthcare Group (Case No.

37-2015-00007743-CU-OE-CTL); Spikes v. Bear Trucking, Inc. (Case No. 16CECG02389);

Houston v. Big 5 Sporting Goods Corporation (Case No. RG16823835); Solis v. Bottomley

Distribution Co., Inc. (Case No. 115CV287797); Prasad v. CFC Network, Inc. (Case No. 34-

2016-00193907); Montes v. CORAM Specialty Infusion Services, Inc. (Case No. 37-2016-

00028950-CU-OE-CTL); Paz v. Estenson Logistics, LLC (Case No. RIC1610271); Rodriguez

v. Freshpoint, Inc. (Case No. 4:16-cv-05271); Valentich v. Hub Construction Specialties, Inc.

(Case No. RIC 1610267); Roby v. Pan Pacific Petroleum, Inc. (Case No. BCV-16-101856);

Smith v. Roadrunner Management Services, Inc. (Case No. BC630949); Tolbert v. Secure


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Transportation Company, Inc. (Case No. 16CV297844); Zubia v. Shamrock Foods Company

(Case No. 16-cv-3128); Hunt v. VEP Healthcare, Inc. (Case No. 3:16-cv-04790).

47. Ms. Vecchi devoted 367 hours to this case. The following is a summary of her tasks and

activities performed in the litigation of this matter: Communications with Plaintiff Emily Hunt;

meet and confers with Defense Counsel; draft discovery; prepare case management conference

statements (CM-110 forms); appear at case management conferences; interoffice

communications about case strategy; review Defendant’s demurrer and motion to strike;

research case law to oppose demurrer and motion to strike; prepare and revise stipulations and

proposed orders; review and analysis of documents produced by Defendant; research for case

file; prepare for and attend deposition of Defendant’s Person Most Qualified witness; draft and

revise amended complaint; draft list of data needed from Defendant in order to prepare for

meaningful settlement discussions; review removal documents; prepare ADR certification;

engage in Rule 26(f) conference; prepare Joint Case Management Conference Statements; draft

initial disclosures; review of Defendant’s initial disclosures; draft motion for conditional

certification; interoffice discussions about mediation damage and exposure models; prepare

for and attend mediations; review Defendant’s financial documents; discuss documents with

expert; telephone conference with expert, Defense Counsel, and Defendant’s financial officers;

review and revise settlement agreement; discussions with settlement administrator regarding

its duties; draft and re-draft preliminary approval motion, supporting papers, and declarations;

review, revise, and proof Notice papers from the settlement administrator; work with

settlement administrator on issues regarding the Class/Collective Data and Notices; draft and

re-draft final approval of the settlement and fee application; review weekly status reports from

the claims administrator regarding Class/Collective participation; discussions and meetings

with Class/Collective Members regarding the notice; work with claims administrator to resend

FLSA claim forms; and draft supplemental brief in support of final approval.

48. Ms. Vecchi’s hourly rate is $450. Based on her hourly rate and the hours expended (367), her

fee is $165,150, which is reasonable and necessary to the successful litigation of this matter.


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49. Class/Collective Counsel’s skill and experience support their hourly rates. Their practice is

limited exclusively to litigation, focusing on the representation of employees in wage and hour

and consumer class action matters and have been appointed class counsel or co-class counsel

in many of these cases.

50. As leading attorneys in the field of wage and hour class action litigation, Class/Collective

Counsel continually monitors the prevailing market rates charged by both defense and plaintiff

law firms and set the billing rates of their attorneys and paralegals/law clerks to be consistent

with the prevailing market rates in the private sector for attorneys and staff of comparable

skill, qualifications and experience. Other wage and hour attorneys working as class counsel

before California courts charge comparable if not higher rates.

51. Class/Collective Counsel respectfully requests attorney’s fees in the amount of $500,000

(25% of the Gross Settlement Amount), which would require a modest 1.021 lodestar

multiplier. All of the work and tasks performed by Class Counsel were reasonable and

necessary to the prosecution of this case and are reflected in the result achieved.

52. This was a highly-contested matter which required a significant amount of time and labor.

Class Counsel had to investigate and analyze thousands of pages of documents and hundreds

of thousands of lines of data. Plaintiff also had to marshal the evidence away from Defendant’s

primary argument that the productivity bonuses were part of a bona fide profit sharing plan.

This required a considerable amount of work investigating and analyzing Defendant’s payroll

policies and the multitude of components that go into the provision of the Physician’s

Assistants’ productivity bonuses. The litigation also required a considerable amount of time

interviewing class/collective members about their experiences at VEP, their eligibility to

receive productivity bonuses, the circumstances triggering their entitlement to the bonuses,

and the amounts received.

53. In addition, into the above investigation and analysis, Plaintiff had to marshal the evidence in

a manner in which it could be adjudicated on a class-wide basis, an endeavor which cannot be


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underscored. So often, lawyers unskilled in the class action aspect of wage and hour cases do

not pay attention to or put the work into how the evidence must be presented for class-wide

adjudication. Strong class-wide cases perish or settle for small amounts in the hands of

inexperienced counsel because the case has not been worked up to succeed at certification.

Class/Collective Counsel here has considerable experience in class litigation and, from the

beginning of the case, is marshalling the evidence with a sharp focus on class-wide proof

needed for the matter to get certified. This case was no different. Throughout the matter, as

evidence was being gathered through documents, witness interviews, and a deposition,

Plaintiff was reducing the data to a “living class certification motion,” where the class

certification motion was being drafted and added to as the case went on. This filtering of

voluminous evidence into class-wide proof while keeping an eye on the merits of the litigation

resulted in a considerable amount of attorney time and skill.

54. All services were performed by Class/Collective Counsel on a contingent basis. Both

California and federal courts recognize that attorneys should be compensated for taking on

such contingent risks and provided with financial incentives to enforce important rights and

protections like those at issue in this case. See, e.g., Vizcaino, 290 F.3d at 1051; Ketchum, 24

Cal.4th at 1132-33. Here, Class/Collective Counsel bore the risk that, in spite of all of their

efforts and skill employed, there may be no recovery. The amount at issue was significant and

Class Counsel was successful in achieving substantial results in the form of a settlement of

$2,000,000. Therefore, Class/Collective Counsel believes a risk multiplier is appropriate.

55. Class/Collection Counsel seeks reimbursement of their actual litigation costs and expenses in

the sum of $40,000. These costs were all reasonable and necessary to the prosecution of this

case, and are fair and reasonable and unopposed by Defendant.

56. There is no question that this case would not have reached the same result but for Plaintiff’s

involvement and input at all stages of the litigation. Plaintiff was ready and willing to aid her


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counsel at all times. Plaintiff provided her counsel with insight as the claims alleged.

Plaintiff’s discussions with her counsel were invaluable in moving this case forward and

obtaining a settlement for the class and collective.

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

foregoing is true and correct.

Dated: January 19, 2018 THE TURLEY & MARA LAW FIRM, APLC

By:/s/ William TurleyWILLIAM TURLEYAttorneys for Plaintiff, EMILY HUNT


EXHIBIT 1


SUMMARY OF TIME AND COSTS

Emily Hunt v. VEP Healthcare, Inc.Northern District Case Number 3:16-CV-04790-VC

Total Attorneys’ Hours: 827Total Lodestar Fees: $489,575Total Costs: $47,125.37

As of 01/19/2018

FIRM/ATTORNEYS YEARADMITTED

HOURS HOURLYRATE

TOTAL

THE TURLEY & MARA LAW FIRM, APLCWilliam Turley, Esq. 1986 113 $875 $98,875David Mara, Esq. 2004 347 $650 $225,550Jill Vecchi, Esq. 2014 367 $450 $165,150

THE TURLEY & MARA LAW FIRM, APLC TOTAL: $489,575

LITIGATION EXPENSESTHE TURLEY & MARA LAW FIRM, APLC $47,125.37


Emily Hunt v. VEP Healthcare, Inc.Northern District Case Number 3:16-CV-04790-VC

The Turley & Mara Law Firm, APLC Cost Summary:

Attorney Service: $ 2,252.14

Court Fees: $ 1,940.75

Copies/Faxes: $ 1,871.10

Telephone: $ 828.58

Mediations: $ 12,700.00

Postage: $ 104.46

Court Reporters: $ 1,400.35

Experts: $ 16,387.00

Travel: $ 7,625.79

Mediation: $ 2,015.20

THE TURLEY AND MARA LAW FIRM,APLC TOTAL COSTS: $ 47,125.37


EXHIBIT 3



































































EXHIBIT 2











EXHIBIT 4



EXHIBIT 5


Hunt v. VEP Healthcare, Inc. USDC Case No. 16-cv-04790 CCSC Case No. 15-00597 Joint Stipulation and Settlement Agreement 176366.1

JOINT STIPULATION AND SETTLEMENT AGREEMENT

Subject to final approval by the Court, this Settlement Agreement is between Plaintiff Emily Hunt (“Plaintiff” or “Hunt” or “Named Plaintiff”) and Defendant VEP Healthcare, Inc. (“Defendant” or “VEP”) Plaintiff and Defendant collectively are referred to in this Agreement as the “Parties.” I. DEFINITIONS

In addition to the other terms defined in this Agreement, the terms below have the following meaning:

A. Action: The matter of Emily Hunt v. VEP Healthcare, Inc., which is currently pending in the U.S. District Court for the Northern District of California, Case No. 16-cv-04790, which was removed from the Superior Court of California, County of Contra Costa, bearing the same name and under Case No. 15-00597 State of California.

B. Administration Costs: The costs incurred by the Settlement Administrator to administer this Settlement, which shall not exceed $40,000. All Administration Costs shall be paid from the Gross Settlement Amount.

C. Agreement, Settlement Agreement, Joint Stipulation, or Settlement: The

settlement agreement reflected in this document, titled “Joint Stipulation and Settlement Agreement of Class Action Claims.”

D. Attorney Fee Award: The amount, not to exceed 25 % of the Gross Settlement

Amount (“GSA”), or $500,000.

E. California Class Net Settlement Amount: The total amount of money available for payout to California Class Members, which is fifty percent (50%) of the GSA after subtracting the Attorney Fee Award, Cost Award, Class Representative Enhancement, and Settlement Administration Costs.

F. California Class: All individuals employed by VEP Healthcare, Inc. as

Physician’s Assistants in the state of California who were eligible to receive productivity pay from April 6, 2011 to May 15, 2017.

G. Class/Collective Counsel: The attorneys authorized to represent the California

Class Members and members of the FLSA Collective: The Turley & Mara Law Firm, APLC.

H. California Class Notice or Notice: The Notice of Class Action Settlement;

substantially similar to the form attached hereto as Exhibit 1.



I. Civil Action: The above-captioned action, including but not limited to the claims asserted therein pursuant to the federal Fair Labor Standards Act and California Labor Code.

J. Class/Collective Data: The data that Defendant shall provide to the Settlement

Administrator, which is to consist of the following for each Class/Collective member: (1) his or her name; (2) last known mailing address and telephone number; (3) social security number; (4) whether he or she is a California Class Member; (5) whether he or she is a FLSA Collective Member; (6) the number of weeks he or she worked in the Class Period, if any; and (7) the number of weeks he or she worked in the Collective Period, if any.

K. Class/Collective Representative, Plaintiff, Named Plaintiff, or Hunt: Emily Hunt.

L. Class Period: The period of April 6, 2011 to May 15, 2017. M. Class Representative Enhancement: The amount the District Court awards to

Emily Hunt for being the Plaintiff in this lawsuit, which will not exceed $10,000.00. This enhancement is paid as consideration for a general release by Hunt and shall be paid from the Gross Settlement Amount and will not be opposed by Defendant. This enhancement is subject to approval of the District Court.

N. Complaints Filed In This Matter: The Complaint and Amended Complaint,

both of which were filed in California Superior Court for the County of Contra Costa, Case No. C15-00597, and the Amended Complaint transferred to the United States District Court in the Northern District of California, Case No. 1:16-cv-04790-LB.

O. Cost Award: The amount that the District Court orders Defendant to pay Class

Counsel for payment of litigation costs, which shall not exceed $40,000.00. The Cost Award will be paid from the Gross Settlement Amount and will not be opposed by Defendant. The Cost Award is subject to District Court approval.

P. Counsel for Defendant: Allen, Glaessner, Hazelwood, & Werth LLP

Q. Court or District Court: The United States District Court for the Northern

District of California. R. Defendant or VEP: VEP Healthcare, Inc. S. Disbursement Schedule: Subject to the District Court finally approving the

Settlement, and provided that there are no objections or appeals to the District



Court’s Final Approval Order and Judgment, the Settlement Administrator shall disburse the settlement monies under the following schedule:

1. Seven (7) calendar days after the funds are received by CPT from

Defendant for the first payment - 45% of the Gross Settlement Amount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amount, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class Representative Enhancement, and 45% of the Settlement Administration Costs.


Defendant for the second payment - 45% of the Gross Settlement Amount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amount, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class Representative Enhancement, and 45% of the Settlement Administration Costs.


Defendant for the third payment - 10% of the Gross Settlement Amount, or $200,000, shall be disbursed. This disbursement shall include 10% of the total Net Settlement Amount, 10% of the Total Attorney Fee Award, 10% of the Cost Award, 10% of the Class Representative Enhancement, and 10% of the Settlement Administration Costs.

T. Effective Date: The date of Final Approval of the Settlement by the District Court or, and only if there are objections filed at or before the Final Approval Hearing Date, after the period of filing a Notice of Appeal has expired, or, if an appeal is filed, after the appeal is finally adjudicated and the settlement is finally approved.

U. Final Approval Hearing Date: The date the District Court sets for the Motion for Final Approval of Settlement.

V. Final Approval Order: The order to be entered by the District Court (1)

granting approval to the FLSA Collective settlement described in this Agreement; (2) granting final approval to the California Class settlement described in this Agreement; and (3) dismissing the Action with prejudice in accordance with the terms of this Agreement. The proposed Final Approval Order that will be submitted to the District Court with Plaintiff’s motion is attached as Exhibit 4.



W. FLSA Claim Form: The form to be submitted by members of the FLSA collective who wish to be a participant in the settlement of the FLSA Collective; substantially similar to the form attached hereto as Exhibit 2.

X. FLSA Collective or Collective Members: All individuals employed by VEP

Healthcare, Inc. anywhere in the United States as Physician’s Assistants who were eligible to receive productivity pay from April 6, 2012 through May 15, 2017.

Y. FLSA Collective Net Settlement Amount or FNSA: The total amount of

money available for payout to FLSA Collective Members, which is fifty percent (50%) of the GSA after subtracting the Attorney Fee Award, Cost Award, Class/Collective Representative Enhancement, and Settlement Administration Costs.

Z. FLSA Collective Period: April 6, 2012 through May 15, 2017.

AA. Funding of the Settlement: Subject to the District Court finally approving the

Settlement, and provided that there are no objections or appeals to the Court’s Final Approval Order and Judgment, the GSA shall be paid by VEP as follows:

1. Ten (10) calendar days after the Effective Date - 45% of the

Gross Settlement Amount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amounts, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class/Collective Representative Enhancement, and 45% of the Settlement Administration Costs.

2. One hundred and fifty (150) calendar days after the first

payment - 45% of the Gross Settlement Amount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amounts, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class/Collective Representative Enhancement, and 45% of the Settlement Administration Costs.

3. One hundred and fifty (150) calendar days after the second

payment - 10% of the Gross Settlement Amount, or $200,000, shall be disbursed. This disbursement shall include 10% of the total Net Settlement Amounts, 10% of the Total Attorney Fee Award, 10% of the Cost Award, 10% of the Class/Collective Representative Enhancement, and 10% of the Settlement Administration Costs.



BB. Gross Settlement Amount or GSA: The total value of the Settlement is a non-

reversionary two million dollars and zero cents ($2,000,000.00). This is the Gross Amount Defendant can be required to pay under this Settlement Agreement, including all: (1) payments made to the California Class and FLSA Collective; (2) payments to Class/Collective Counsel for attorney fees and costs; (3) enhancement payment to the Class/Collective Representative, Emily Hunt; and (4) settlement administration expenses. No amount of the GSA will revert to Defendant for any reason.

CC. Individual Settlement Shares: Means the amount payable to each Class

Member under the terms of this Settlement Agreement.

DD. Motion for Final Approval of Settlement: The motion Plaintiff will file in support of the District Court issuing the Final Approval Order.

EE. Net Settlement Amounts: Refers to both the California Class Net Settlement

Amount and the FLSA Collective Net Settlement Amount.

FF. Non-Reversionary Settlement: Means no portion of the GSA shall revert to Defendant or any of the Released Parties.

GG. PA’s: Physician’s Assistants.

HH. Participating Settlement Members: The members of the FLSA Collective

who timely return an executed and valid Claim Form.

II. Parties: The Named Plaintiff (on behalf of herself and all California Class members and members of the FLSA Collective) and Defendant.

JJ. Preliminary Approval or Preliminary Approval Order: The order to be

entered by the District Court granting preliminary approval to the settlement described in this Agreement following submission to the District Court of Plaintiff’s motion for an order granting preliminary approval of the Settlement to the California Class and the FLSA Collective, certifying the California Class for settlement purposes only, conditionally certifying the FLSA Collective, authorizing the FLSA Notice and California Class Notice, authorizing the FLSA Claim Form, and setting a date for the Motion for Final Approval. The proposed Preliminary Approval that will be submitted to the District Court with Plaintiff’s Motion for Preliminary Approval is attached as Ex. 3.

KK. Participating California Class Members’ Released Claims: Plaintiff and

California Class Members who do not validly and timely request to be excluded from the Settlement shall release all claims for economic, non-economic



equitable, liquidated, nominal, restitutionary, injunctive, or other relief that are based on the facts stated in the Complaints Filed in this Matter or could have been stated based on the facts stated in the Complaints Filed in this Matter. The Participating California Class Members’ Released Claims include all claims for wages and related penalties actually alleged in the Action, by Plaintiff Emily Hunt, on behalf of herself and the California Class Members, based on the facts stated in the complaint, including, but not limited to, that: (1) Defendant failed to compensate all time worked by Putative Class Members; (2) Defendant failed to pay overtime compensation; (3) Defendant failed to provide meal periods, or compensation in lieu thereof, including but not limited to any violation of California Labor Code sections 226.7 and 512 and the applicable Industrial Welfare Commission Wage Order; (4) Defendant failed to authorize and permit rest periods, or compensation in lieu thereof, including but not limited to any violation of California Labor Code section 226.7 and the applicable Industrial Welfare Commission Wage Order; (5) Defendant failed to provide itemized employee wage statements, including but not limited to any violation of California Labor Code sections 226, 1174, and 1175 and the applicable Industrial Welfare Commission Wage Order; (6) Defendant failed to timely pay wages due at termination, including but not limited to any violation of California Labor Code sections 201-203 and 205; (6) Defendant engaged in unlawful business practices in violation of California Business and Professions Code section 17200, et seq; (7) Putative Class Members are entitled to declaratory relief to determine whether the practices alleged in the complaint are unlawful; (8) Putative Class Members are entitled to injunctive relief to halt any practices alleged in the complaint that are unlawful; (9) Putative Class Members are entitled to restitutionary damages under California Business & Professions Code sections 17200, et seq.; (10) Defendant is liable for attorneys’ fees and/or costs incurred to prosecute this action on behalf of Putative Class Members, including fees incurred for the services of Class Counsel; and (11) Defendant is liable for any other remedies, penalties, and interest, including but not limited to, under California Labor Code sections 201, 202, 203, 205, 226, 226.7, 510, 512, 1174, 1194, 1194.2, 1197, 1197.1, 2699, and the applicable Industrial Welfare Commission Wage Order.

LL. Participating FLSA Collective Members’ Released Claims. Plaintiff and members of the FLSA Collective who submit valid and timely Claim Forms shall release all claims for economic, non-economic equitable, liquidated, nominal, restitutionary, injunctive, or other relief that are based on the facts stated in the Complaints Filed in this Matter or could have been stated based on the facts stated in the Complaints Filed in this Matter. The Participating FLSA Collective Members’ Released Claims shall include all claims for wages under the FLSA, including but not limited to 29 U.S.C. 201 et seq.



MM. Released Parties: VEP Healthcare, Inc. and its subsidiaries, affiliates, parents, members, attorneys, successors, assigns, joint venturers, partners, predecessors in interest, all of their respective officers, directors, shareholders, contractors, employees, administrators, fiduciaries, trustees and agents, and each of their past, present, and future officers, directors, members, shareholders, employees, contractors, agents, principals, heirs, assigns, joint venturers, partners, representatives, accountants, auditors, consultants, insurers, and reinsurers.

NN. Settlement Administration: The Settlement Administrator will conduct a skip

trace for the address of all former employee California Class Members and members of the FLSA Collective. The Settlement Administrator will mail the California Class Notice and FLSA Notice by first class U.S. mail to all currently employed California Class Members and FLSA Collective members at the address Defendant has on file for those individuals and, for all formerly employed California Class Members and FLSA Collective members, at the address resulting from the skip trace.

OO. Settlement Administrator: The third-party administrator agreed upon by Parties to administer this Settlement: CPT Group, Inc.

II. RECITALS

A. The Action was filed by Named Plaintiff Emily Hunt v. Valley Emergency

Physicians Medical Group, Inc. on April 6, 2015, in Contra Costa County Superior Court on behalf of herself and all other similarly situated non-exempt Physician’s Assistants employed in the state of California during the relevant statute of limitations. The complaint alleged causes of action for wage theft, failure to timely pay wages due at termination, knowing and intentional failure to provide itemized wage statements and violations of California’s Unfair Competition Law.

B. The underlying nature of Plaintiff’s initial complaint was a claim that Defendant

had failed to compensate the class of non-exempt Physician’s Assistants all Productivity Bonuses they were entitled to during a limited time period.

C. On August 18, 2015, Defendant Answered the Complaint as VEP Healthcare,

Inc. for what it stated was the successor to Valley Emergency Physicians Medical Group, Inc. In its Answer, Defendant denied all allegations in the Complaint.

D. Defendant also filed a Demurrer and Motion to Strike on January 26, 2016.

E. Plaintiff served two sets of interrogatories, one set of demands for production

of documents, and deposition notices on Defendant on September 21, 2015.



Shortly thereafter, the Parties agreed to an informal production of information and documents responsive to Plaintiff’s discovery requests and agreed to schedule and attend a mediation. With the agreement to mediate, Defendant agreed to continue its hearing on the Demurrer and Motion to Strike to a time after the mediation took place.

F. The mediation was initially scheduled to take place on April 6, 2016, with

respected wage and hour class action mediator, Mark Rudy. The April 6, 2016, mediation had to be rescheduled to June 22, 2016. Prior to mediation, Defendant produced thousands of pages of documents.

G. In addition to the production of documents, Plaintiff also conducted a

deposition of a person most qualified witness with VEP to testify regarding issues of meal and rest periods, payment of wages, and payment of bonuses.

H. A day before the mediation was scheduled to take place, Plaintiff took the

deposition of VEP’s Vice President of Clinical Services. Based on the deposition testimony, documents produced, and interviews of class members, Plaintiff believed the complaint needed to be amended to add claims for failure to provide meal and rest periods, as well as failure to pay straight and overtime wages under California and Federal Law. Defendant, denied that there was any basis for those claims. Based on the recent discovery of what Plaintiff believed to be new causes of action, the matter was unable to resolve at the June 22, 2016, mediation.

I. On July 21, 2016, Plaintiff filed her First Amended Complaint for Damages.

This amended complaint added new causes of action and expanded the scope of the class to include VEP’s Physician’s Assistants who worked for the company during the time period of the relevant statute of limitations.

J. As for the unpaid overtime claims, Plaintiff claimed in the First Amended

Complaint that Defendant violated California and Federal Law in failing to adjust the regular rate for purposes of overtime compensation with the monthly productivity bonuses Physician’s Assistants received. The First Amended Complaint was also based on Plaintiff’s belief from the documents produced and Physician’s Assistants interviewed that Defendant did not provide its California Physician’s Assistants with meal and/or rest periods in compliance with California law. As it did with Plaintiff’s originally filed complaint, Defendant denied each of these allegations.

K. Due to the addition of claims under the federal Fair Labor Standards Act,

Defendant removed the matter on August 19, 2016, to the United States District Court for the Northern District of California. The Parties continued to meet and confer over the issues informally and scheduled a second mediation to take



place on December 6, 2016, with respected wage and hour class mediator, Michael Dickstein. Prior to this mediation, thousands of lines of data were produced, along with hundreds more documents relating to Defendant’s provision of bonuses to Physician’s Assistants in California and nationwide.

L. The Parties negotiated at arm’s length throughout the day on December 6, 2016,

and into the early evening. At the mediation, Defendant’s financial status was discussed and evaluated in depth as it related to Defendant’s ability to satisfy a large seven figure settlement and especially as it related to a single lump sum. In this regard, Defendant agreed to provide Plaintiff with private financial documents pursuant to a protective order.

M. The Parties adjourned mediation on December 6, 2016, and continued to

negotiate and disclose necessary financial documents. Plaintiff retained the services of an accounting expert to review the documents Defendant provided, which consisted of profit and loss statements, bank statements for the year 2016, and IRS forms. Having vigorously evaluated the facts, law, and financial status of Defendant, the Parties were able to reach the instant settlement on February 22, 2017.

N. Benefits of Settlement to Class/Collective Members. Hunt and

Class/Collective Counsel recognize the expense and length of continued proceedings necessary to continue the litigation against Defendant through trial and through any possible appeals. Hunt and Class/Collective Counsel also have considered the uncertainty and risk of further litigation, the potential outcome, and the difficulties and delays inherent in such litigation. Hunt and Class/Collective Counsel have conducted extensive settlement negotiations, including formal conversations and written correspondence before and after the December 6, 2016, mediation. Based on the foregoing, Hunt and Class/Collective Counsel believe the Settlement set forth in this Agreement is a fair, adequate, and reasonable settlement, and is in the best interests of the Putative Class/Collective Members.

O. Defendant’s Reasons for Settlement. Defendant recognizes that the defense

of this litigation will be protracted and expensive. Substantial amounts of time, energy, and resources of Defendant has been and, unless this Settlement is made, will continue to be devoted to the defense of the claims asserted by Plaintiff in this Action. Defendant also understands the impact protracted litigation and an adverse outcome could have on its financial status. Defendant, therefore, has agreed to settle in the manner and upon the terms set forth in this Agreement to put to rest the Released Claims.

P. Defendant’s Denial of Wrongdoing. Defendant denies the claims and

allegations by Plaintiff in this Action and asserts that it complied with



California and federal law at all times. Defendant asserts a number of defenses to the claims, and has denied any wrongdoing or liability arising out of any of the alleged facts or conduct in the Action. Defendant specifically denies the allegations that: it failed to pay for all hours worked; failed to pay overtime compensation under state and federal law; failed to provide meal or rest breaks; failed to provide itemized employee wage statements;. failed to timely pay wages due at termination; engaged in any unlawful, unfair, or fraudulent business practices; engaged in any wrongful conduct as alleged in the Action; or that the California Class Members and members of the FLSA Collective were harmed by the conduct alleged in the Action. Neither this Agreement, nor any document referred to or contemplated herein, nor any action taken to carry out this Agreement, is or may be construed as, or may be used as an admission, concession, or indication by or against Defendant or any of the Released Parties of any fault, wrongdoing, or liability whatsoever.

Q. Named Plaintiff’s Claims. Named Plaintiff, Emily Hunt, asserts that

Defendant’s defenses are without merit. Neither this Agreement nor any documents referred to or contemplated herein, nor any action taken to carry out this Agreement is, may be construed as, or may be used as an admission, concession or indication by or against Hunt, Class/Collective Members, or Class/Collective Counsel as to the merits of any claims or defenses asserted, or lack thereof, in the Action. However, if this Settlement is finally approved by the Court, Hunt, Class/Collective Members, and Class/Collective Counsel will not oppose Defendant’s efforts to use this Agreement to prove that Hunt and Class/Collective Members have resolved and are forever barred from re-litigating the Released Claims.

R. Based on the Recitals, the Parties agree, as follows:

III. SETTLEMENT TERMS AND CONDITIONS

A. Gross Settlement Amount. Subject to the terms and conditions of this Agreement, the maximum Gross Settlement Amount that Defendant is obligated to pay under this Settlement Agreement is Two Million Dollars ($2,000,000.00).

B. Class Certification of the California Class Members’ Claims. Solely for the purposes of this Settlement, the Parties stipulate and agree to certification of the claims asserted on behalf of the California Class Members. As such, the Parties stipulate and agree that in order for this Settlement to occur, the Court must certify the class: All individuals employed by VEP Healthcare, Inc. as Physician’s Assistants in the state of California who were eligible to receive productivity pay from April 6, 2011, through the date the Court grants



preliminary approval or 60 days after this Settlement Agreement is executed, whichever occurs first.

C. Conditional Nature of Stipulation for Certification. The Parties stipulate and

agree to the certification of the claims asserted on behalf of the California Class Members for purposes of this Settlement only. If the Settlement does not become effective, the fact that the Parties were willing to stipulate to certification as part of the Settlement shall not be admissible or used in any way in connection with, the question of whether the Court should certify any claims in a non-settlement context in this Action or in any other lawsuit. If the Settlement does not become effective, Defendant reserves the right to contest any issues relating to class certification and liability if the settlement is not approved.

D. Conditional Nature of Stipulation to Conditional Certification of FLSA

Collective Action. The Parties stipulate and agree to the conditional certification of the claims asserted on behalf of the FLSA Collective for purposes of this Settlement only. If the Settlement does not become effective, the fact that the Parties were willing to stipulate to certification as part of the Settlement shall not be admissible or used in any way in connection with the question of whether the Court should conditionally certify the FLSA Collective in a non-settlement context in this Action or in any other lawsuit. If the Settlement does not become effective, Defendant reserves the right to contest any issues relating to conditional certification of the FLSA Collective and liability if the settlement is not approved.

E. Appointment of Class/Collective Representative. Solely for the purposes of

this Settlement, the Parties stipulate and agree Emily Hunt shall be appointed as representative for the Class.

F. Appointment of Class/Collective Counsel. Solely for the purpose of this

Settlement, the Parties stipulate and agree that The Turley & Mara Law Firm, APLC shall be appointed as Class/Collective Counsel for the Class/Collective.

G. Individual Settlement Share. Subject to the terms and conditions of this

Agreement, the Settlement Administrator will pay an Individual Settlement Share from the Net Settlement Amount to each Class Member who does not submit a valid and timely request for exclusion and to each Collective Member who does submit a valid and time Claim Form.

1. Calculation.

a. Individual California Class Settlement Share. Each

Participating Class Member will receive a proportionate share of



the California Class Net Settlement Amount that is equal to (i) the number of workweeks he or she worked based on the Class/Collective Data provided by Defendant, divided by (ii) the total number of workweeks worked by all Participating Class Members based on the same Class/Collective Data, which is then multiplied by the California Class Net Settlement Amount. Therefore, the results of the Class Member’s settlement value ties directly to the amount of workweeks worked.

b. Individual FLSA Collective Settlement Share. Each Participating FLSA Collective Member will receive a proportionate share of the FLSA Collective Net Settlement Amount that is equal to (i) the number of workweeks he or she worked based on the Class/Collective Data provided by Defendant, divided by (ii) the total number of workweeks worked by all Participating FLSA Collective Members based on the same Class/Collective Data, which is then multiplied by the FLSA Collective Net Settlement Amount. Therefore, the results of the Collective Member’s settlement value ties directly to the amount of workweeks worked.

2. Tax Withholdings.

a. California Class Settlement Shares:

1. Thirty-Three and One-Third percent (33 1/3%) of each Individual California Class Member Settlement Share in Section III.G.1.a. is intended to settle each California Class Member’s claims for unpaid wages (the “Wage Portion”). The Wage Portion will be reduced by applicable payroll tax withholdings and deductions; the employer’s share of legally required payroll taxes for the Wage Portion will be paid by Defendant through the Settlement Administrator; the Settlement Administrator will issue an IRS Form W-2 with respect to the Wage Portion withheld from each California Class Member who does not submit a valid request for exclusion under this Agreement. All taxes shall come out of the GSA.

2. Sixty-Six and Two-Third percent (66 2/3%) of the Individual

California Class Member Settlement Share specified in Section III.G.1.b. is intended to settle each Class Member’s claims for interest and penalties. This portion will not be reduced by payroll tax withholding and deductions. The



Settlement Administrator will issue each Class Member who does not submit a request for exclusion an IRS Form 1099 with respect to this portion of his/her Individual Settlement Share. The settlement share for interest & penalties is allocated 33 1/3% penalties & 33 1/3% interest.

b. FLSA Collective Settlement Shares:

1. One Hundred Percent (100%) of the Individual FLSA

Collective member Settlement Share specified in Section IV.B.1.a. is intended to settle each Collective Member’s claims for unpaid wages. The settlement share will be reduced by applicable payroll tax withholdings and deductions; the employer’s share of the legally required payroll taxes for the Settlement Share will be paid by Defendant through the Settlement Administrator; the Settlement Administrator will issue an IRS Form W-2 to the Participating FLSA Collective Member who submits a valid and timely Claim Form. All taxes shall come out of the GSA.

H. Settlement Disbursement. Subject to the terms and conditions of this Agreement,

the Settlement Administrator will make the following payments out of the Gross Settlement Amount:

1. To The Named Plaintiff, Emily Hunt: In addition to her Individual Settlement Share, and subject to the Court’s approval, Plaintiff Emily Hunt will receive up to $10,000 as a Class/Collective Representative Enhancement. The Settlement Administrator will pay the Class/Collective Representative Enhancement out of the Gross Settlement Amount. Payroll tax withholdings and deductions will not be taken from the Class/Collective Representative Enhancement. An IRS Form 1099 will be issued to Emily Hunt with respect to her Class/Collective Representative Enhancement. In the event the Court does not approve the entirety of the application for the Class/Collective Representative Enhancement, the Administrator shall pay whatever amount the District Court awards, and neither Defendant nor the Administrator shall be responsible for paying the difference between the amount requested and the amount awarded. If the amount awarded is less than the amount requested by Plaintiff, the difference shall become part of the California Class Net Settlement Amount and FLSA Collective Net Settlement Amount, equally, and be available for distribution to Class/Collective Members.

2. To Class/Collective Counsel. Class/Collective Counsel will apply to the Court for, and Defendant agrees not to oppose, a total Attorney Fee Award



not to exceed $500,000 (or 25 % of the GSA) and a Cost Award not to exceed $40,000. The Settlement Administrator will pay the Court-approved amounts for the Attorney Fee Award and Cost Award out of the Gross Settlement Amount. Payroll tax withholding and deductions will not be taken from the Attorney Fee Award or the Cost Award. IRS Forms 1099 will be issued to Class/Collective Counsel with respect to these payments. In the event the Court does not approve the entirety of the application for the Attorney Fee Award and/or Cost Award, the Administrator shall pay whatever amount the Court awards and neither Defendant nor the Administrator shall be responsible for paying the difference between the amount requested and the amount awarded. If the amount awarded is less than the amount requested by Class Counsel for the Attorney Fee Award and/or Cost Award, the difference shall become part of the California Class Net Settlement Amount and FLSA Collective Net Settlement Amount, equally, and be available for distribution to Class/Collective Members.

3. To the responsible tax authorities. The Administrator will pay the amount

of the employees’ portion of normal payroll withholding taxes out of the Net Settlement Amount. Out of the GSA, the Administrator shall pay the employer portion of payroll taxes (including the employer’s payment of applicable FICA, FUTA, and SUI contributions, etc.) to the appropriate local, state, and federal taxing authorities. Administrator will calculate amount of employees’ and employer’s portion of payroll withholding taxes out of each individual settlement payment & forward to taxing authorities. Employer’s portion of payroll taxes shall be entirely paid out of the GSA.

4. To the Settlement Administrator. The Settlement Administrator will pay

to itself Administration Costs (reasonable fees and expenses) approved by the Court. The Administration Costs are estimated not to exceed $40,000. This will be paid out of the Gross Settlement Amount. If the amount awarded or the actual settlement administration fees are less than the amount requested, the difference shall become part of the California Class Net Settlement Amount and the FLSA Collective Net Settlement Amount, equally, and be available for distribution to Class/Collective Members.

5. To Class Members. The Settlement Administrator will pay

Class/Collective Members according to the Individual Settlement Share calculations, set forth above. All payments to Class/Collective Members shall be made from the Net Settlement Amounts.

I. Appointment of Settlement Administrator. Solely for the purposes of this

Settlement, the Parties stipulate and agree that CPT Group, Inc. shall be retained to serve as Settlement Administrator. The Settlement Administrator shall be responsible for preparing, printing, and mailing the Notice to the Putative Class



Members; keeping track of any requests for exclusion from the Settlement; determining eligibility for payment of any Individual Settlement Share and the amount of such payments; calculating any and all payroll tax deductions as required by law; calculating each Class/Collective Member’s Individual Settlement Share; providing weekly status reports to Defendant’s Counsel and Class/Collective Counsel, which is to include updates on any requests for exclusion that have been received; providing a due diligence declaration for submission to the Court prior to the Final Approval Hearing; mailing Individual Settlement Shares to Class/Collective Members, printing and providing Class/Collective Members and Hunt with W-2s and 1099 forms as required under this Agreement and applicable law; providing a due diligence declaration for submission to the Court upon the completion of the Settlement; and for such other tasks as the Parties mutually agree. The Parties each represent that they do not have any financial interest in CPT Group, Inc. or otherwise have a relationship with CPT Group, Inc. that could create a conflict of interest. Settlement Administrator will also provide certified translation of all notice documents in Spanish to be provided to Class/Collective members.

J. Procedure for Approving Settlement.

1. Motion for Preliminary Approval and Conditional Certification.

a. Plaintiff will move for an order conditionally certifying the Class and Collective for settlement purposes only, Preliminarily Approving the Settlement, setting a date for the Final Approval Hearing, and approving the Class/Collective Notice, and Collective Claim Form.

b. At the Preliminary Approval Hearing, Class/Collective Counsel will appear, support the granting of the motion, and submit a proposed order granting conditional certification of the Class/Collective and preliminary approval of the Settlement; appointing Class/Collective Representative, Class/Collective Counsel, and Settlement Administrator; approving the forms of the Class/Collective Notice and Collective Claim Form; and setting the Final Approval Hearing.

c. Should the Court decline to conditionally certify the

Class/Collective or to preliminarily approve all material aspects of the Settlement, the Parties agree to negotiate settlement terms which address the Court’s concerns and set a re-hearing for Preliminary Approval. Should the Court decline to conditionally certify the Class or Collective, or to preliminarily approve all material aspects of the Settlement upon a re-hearing for



Preliminary Approval, the Settlement will be null and void and the Parties will have no further obligations under it. Provided, however, that the amounts of the Attorney Fee Award, Cost Award, Administration Costs, and Class/Collective Representative Enhancement shall be determined by the Court, and the Court’s determination on these amounts shall be final and binding, and that the Court’s approval or denial of any amount requested for these items are not conditions of this Settlement Agreement, and are to be considered separate and apart from the fairness, reasonableness, and adequacy of the Settlement. Any order or proceeding relating to an application for the Attorney Fee Award, Cost Award, Administration Costs, and Class/Collective Representative Enhancement shall not operate to terminate or cancel this Settlement Agreement. But nothing in this Agreement shall limit Plaintiff’s or Class/Collective Counsel’s ability to appeal any decision by the Court to award less than the requested Attorney Fee Award, Cost Award, Administration Costs, and Class/Collective Representative Enhancement.

2. Notice to Class/Collective Members. After the District Court enters its Preliminary Approval Order, every Class/Collective Member will be provided with the Class/Collective Notice, in accordance with the following procedure:

a. Within seven (7) days after entry of the Preliminary Approval Order, Defendant shall deliver to the Settlement Administrator a Class/Collective List for all Class/Collective Members. Defendant will provide the Settlement Administrator with the following information for each Class Member: (1) his or her name; (2) last known mailing address and telephone number; (3) social security number; (4) whether he or she is a California Class Member; (5) whether he or she is a FLSA Collective Member; (6) the number of weeks he or she worked in the Class Period, if any; (7) the number of weeks he or she worked in the Collective Period, if any; and (8) his or her email address, if known. If any or all of this information is unavailable to Defendant, Defendant will so inform Class Counsel and the Parties will make their best efforts to reconstruct or otherwise agree upon how to deal with the unavailable information. The Settlement Administrator will conduct a skip trace for the address of all former Defendant employee Class/Collective Members.

b. Within fourteen (14) days after entry of the Preliminary Approval Order, the Settlement Administrator will mail the Class/Collective



Notice and Collective Claim Form to all identified Class/Collective Members via first-class regular U.S. Mail, using the mailing address information provided by Defendant and the results of the skip trace performed on all former Defendant employee Class/Collective Members. The outside of the envelope the Notice is mailed in will read: “IMPORTANT DOCUMENTS REGARDING A CLASS ACTION SETTLEMENT ARE ENCLOSED.” Within fourteen (14) days after entry of the Preliminary Approval Order, the Settlement Administrator will also email the Class/Collective Notice and the Collective Claim Form to all identified Class/Collective Members to the email addresses provided by Defendant. Should Defendant not have email address(es) for all Class/Collective Members, members without a known email address will receive the Class/Collective Notice and Collective Claim Form by U.S. Mail only.

c. If a Class/Collective Notice and Collective Claim Form is returned

because of an incorrect address, within ten (10) days from receipt of the returned Notice, the Settlement Administrator will conduct a search for a more current address for the Class/Collective Member and re-mail the Class/Collective Notice and Collective Claim Form to the Class/Collective Member. The Settlement Administrator will use the National Change of Address Database and skip traces to attempt to find the current address. The Settlement Administrator will be responsible for taking reasonable steps to trace the mailing address of any Class/Collective Member for whom a Class Notice is returned by U.S. Postal Service as undeliverable. These reasonable steps shall include, at a minimum, the tracking of all undelivered mail; performing address searches for all mail returned without a forwarding address; and promptly re-mailing to Class/Collective Members for whom new addresses are found. If the Class/Collective Notice is re-mailed, the Settlement Administrator will note for its own records the date and address of each re-mailing.

d. The Settlement Administrator shall provide a weekly status report

to the Parties. As part of its weekly status report, the Settlement Administrator will inform Class/Collective Counsel and Defendant’s Counsel of the number of Notices mailed, the number of Notices returned as undeliverable, the number of Notices re-mailed, and the number of requests for exclusion received, the number of Collective Claim Forms received, and the number of objections received.



e. No later than fourteen (14) days before the Final Approval Hearing, the Settlement Administrator will serve on the Parties a declaration of due diligence setting forth its compliance with its obligations under this Agreement. The declaration from the Settlement Administrator shall also be filed with the Court by Class/Collective Counsel no later than ten (10) days before the Final Approval Hearing. Before the Final Approval Hearing, the Settlement Administrator will supplement its declaration of due diligence if any material changes occur from the date of the filing of its prior declaration.

3. Objections to Settlement. The Class/Collective Notice will provide that

the Class/Collective Members who wish to object to the Settlement must do so in writing, signed, dated, and mailed to the Class Action Clerk, United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, California 94102 and postmarked no later than forty-five (45) days after the Settlement Administrator first mails the Class/Collective Notice. The timeframe to submit an objection will not be increased for returned mailings. All objections will be scanned into the electronic case docket by the Court and the Parties will receive electronic notices of filing.

a. Format. Any Objections shall state: (a) the objecting person’s full

name, address, and telephone number; (b) the words “Notice of Objection” or “Formal Objection;” (c) describe, in clear and concise terms, the legal and factual arguments supporting the objection; (d) list identifying witness(es) the objector may call to testify at the Final Approval Hearing; and (e) provide true and correct copies of any exhibit(s) the objector intends to offer at the Final Approval Hearing. The objection will not be valid if it objects only to the appropriateness of the Action or its merits. The objection and supporting papers must also clearly identify the case name and number (Hunt v. VEP Healthcare, Inc., Case Number 16-cv-04790).

b. Notice of Intent to Appear. Class/Collective Members who timely file valid objections to the Settlement may appear at the Final Approval Hearing, either in person or through the objector’s own counsel, provided the objector has first notified the Court by sending his/her written objections to the Court, postmarked no later than forty-five (45) days after the Settlement Administrator first mails the Notice to the Class/Collective. The Court may excuse this requirement upon a showing of good cause. The Court



will only require substantial compliance with the requirements for submitting an objection.

4. California Class Members Request for Exclusion from the Settlement

(“Opt-Out”). The California Class Notice will provide that Class Members who wish to exclude themselves from the Settlement must mail to the Settlement Administrator a written request for exclusion. The written request for exclusion must: (a) state the Class Member’s name, address, telephone number, and social security number; (b) state the Class Member’s intention to exclude themselves from or opt-out of the Settlement; (c) be addressed to the Settlement Administrator; (d) be signed by the Class Member or their lawful representative; and (e) be postmarked no later than forty-five (45) days after the Settlement Administrator first mails the Notice to the Class. The timeframe to Opt-Out will not be increased for returned mailings.

a. Confirmation of Authenticity. If there is a question about the authenticity of a signed request for exclusion, the Settlement Administrator may demand additional proof of the Class Member’s identity. Any Class Member who returns a timely, valid, and executed request for exclusion will not participate in or be bound by the Settlement and subsequent judgment and will not receive an Individual California Class Member Settlement Share. A Class Member who does not complete and mail a timely request for exclusion will automatically be included in the Settlement, will receive an Individual California Class Member Settlement Share, and be bound by all terms and conditions of the Settlement, if the Settlement is approved by the Court, and by the subsequent judgment, regardless of whether he or she has objected to the Settlement.

b. Report. No later than seven (7) days after the deadline for submission of requests for exclusion, the Settlement Administrator will provide the Parties with a complete and accurate accounting of the number of Notices mailed to Class Members, the number of Notices returned as undeliverable, the number of Notices re-mailed to Class Members, the number of re-mailed Notices returned as undeliverable, the number of Class Members who returned valid requests for exclusion, and the number of Class Members who returned invalid requests for exclusion.

5. FLSA Collective Claims Process (“Opt-In”): The Collective Notice will

provide that Collective Members who wish to Participate in the Settlement



will be required to submit the Claim Form, which will accompany the Collective Notice, to the Settlement Administrator within forty-five (45) days of the Collective Notice and Claim Form being mailed out. To be a valid claim submission, the Claim form must be post-marked no later than 45-days after the Collective Notice and Claim form were mailed out by the Administrator.

a. Confirmation of Authenticity. If there is a question about the

authenticity of a signed Claim Form, the Settlement Administrator may demand additional proof of the Collective Member’s identity. Any Collective Member who does not return a timely, valid, and executed Claim Form will not participate in or be bound by the Settlement as it relates to the FLSA Release of Claims and subsequent judgment and will not receive an Individual FLSA Settlement Share. A Collective Member who does complete and mail a timely request for exclusion will automatically be included in the FLSA Collective Settlement and will receive an Individual Settlement Share, and be bound by all terms and conditions of the Settlement, if the Settlement is approved by the Court, and by the subsequent judgment, regardless of whether he or she has objected to the Settlement.

b. Report. No later than seven (7) days after the deadline for submission of signed Claim Forms, the Settlement Administrator will provide the Parties with a complete and accurate accounting of the number of Notices mailed to Collective Members, the number of Notices returned as undeliverable, the number of Notices and Claim Forms re-mailed to Collective Members, the number of re-mailed Notices and Claim Forms returned as undeliverable, and the number of Collective Members who returned valid Claim Forms.

6. No Solicitation of Objection or Requests for Exclusion. Neither the

Parties nor their respective counsel will solicit or otherwise encourage directly or indirectly any Class/Collective Member to object to the Settlement, request exclusion from the Settlement, not make a claim under the settlement, or appeal from the Judgment.

7. Motion for Final Approval.

a. Class/Collective Counsel will file unopposed motions and

memorandums in support thereof for final approval of the Settlement and the following payments in accord with the terms of the Settlement: (1) the Attorney Fee Award; (2) the Cost



Award; (3) Administrative Costs; and (4) the Class Representative Enhancement.

b. If the District Court does not grant Final Approval of the Settlement, or if the District Court’s Final Approval of the Settlement is reversed or materially modified on appellate review, then this Settlement will become null and void; if that occurs, the Parties will have no further obligations under the Settlement, including any obligation by Defendant to pay the Gross Settlement Amount or any amounts that otherwise would have been owed under this Agreement. Further, should this occur, the Parties agree they shall be equally responsible for the Settlement Administrator’s Administration Costs through that date. An award by the Court of a lesser amount than sought by Plaintiff and Class/Collective Counsel for the Class/Collective Representative Enhancement, Attorney Fee Award, Cost Award, will not constitute a material modification to the Settlement within the meaning of this paragraph.

c. Upon Final Approval of the Settlement, the Parties shall present

to the District Court a proposed Final Approval Order, approving of the Settlement and entering Judgment in accordance therewith. After entry of Judgment, the District Court shall have continuing jurisdiction over the Action for purposes of: (1) enforcing this Settlement Agreement; (2) addressing settlement administration matters, and (3) addressing such post-Judgment matters as may be appropriate under Court rules and applicable law.

8. Waiver of Right to Appeal. Provided that the Judgment is consistent with

the terms and conditions of this Agreement, if Class/Collective Members do not timely object to the Settlement, then the Parties and their respective counsel waive any and all rights to appeal from the Judgment, including, but not limited to, all rights to any post-judgment proceeding and appellate proceeding, such as a motion to vacate or set aside judgment, and any extraordinary writ, and the Judgment will become non-appealable at the time it is entered. The waiver of appeal does not include any waiver of the right to oppose any appeal, appellate proceeding, or post-judgment proceeding. This paragraph does not preclude Plaintiff or Class/Collective Counsel from appealing from a refusal by the District Court to award the full Class/Collective Representative Enhancement, the Attorney Fee Award, or the Cost Award sought by them.

9. Vacating, Reversing, or Modifying Judgment on Appeal. If, after a notice of appeal, the reviewing court vacates, reverses, or modifies the



Judgment such that there is a material modification to the Settlement, and that court’s decision is not completely reversed and the Judgment is not fully affirmed on review by a higher court, then this Settlement will become null and void and the Parties will have no further obligations under it. A vacation, reversal, or modification of the Court awarded Attorney Fee Award, Cost Award, or Class/Collective Representative Enhancement will not constitute a vacation, reversal, or material modification of the Judgment within the meaning of this paragraph. A material modification would include, but not necessarily be limited to, any alteration of the Gross Settlement Amount, an alteration in the calculation of the Net Settlement Amounts, and any change to the calculation of the Individual Settlement Shares.

10. Disbursement of Settlement Shares and Payments. Subject to the District

Court finally approving the Settlement, and provided that there are no objections or appeals to the District Court’s Final Approval Order and Judgment, the Settlement Administrator shall distribute funds pursuant to the terms of this Agreement and the Court’s Final Approval Order and Judgment. The maximum amount Defendant can be required to pay under this Settlement for any purpose is the Gross Settlement Amount of two million dollars ($2,000,000.00). The Settlement Administrator shall keep Defendant’s Counsel and Class/Collective Counsel apprised of all distributions from the Gross Settlement Amount. The Settlement Administrator shall respond to questions from Defendant’s Counsel and Class/Collective Counsel. No person shall have any claim against Defendant, Defendant’s Counsel, Hunt, Class/Collective Counsel, or the Settlement Administrator based on the distributions and payments made in accordance with this Agreement.

a. Funding the Settlement. Subject to the District Court finally

approving the Settlement, and provided that there are no objections or appeals to the District Court’s Final Approval Order and Judgment, the Settlement will be funded in three separate installments as follows:

1. Ten (10) calendar days after the Effective Date - 45% of the

Gross Settlement Amount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amounts, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class/Collective Representative Enhancement, and 45% of the Settlement Administration Costs.



2. One hundred and fifty (150) calendar days after the first payment - 45% of the Gross Settlement Amount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amounts, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class/Collective Representative Enhancement, and 45% of the Settlement Administration Costs.

3. One hundred and fifty (150) days after the second payment

- 10% of the Gross Settlement Amount, or $200,000, shall be disbursed. This disbursement shall include 10% of the total Net Settlement Amounts, 10% of the Total Attorney Fee Award, 10% of the Cost Award, 10% of the Class/Collective Representative Enhancement, and 10% of the Settlement Administration Costs.

b. Disbursement of the Settlement. Subject to the District Court

finally approving the Settlement, and provided that there are no objections or appeals to the District Court’s Final Approval Order and Judgment, the Settlement will be disbursed in accordance with the following Disbursement Schedule:

1. Seven (7) calendar days after the funds are received by CPT

from Defendant for the first payment - 45% of the Gross Settlement Amount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amounts, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class/Collective Representative Enhancement, and 45% of the Settlement Administration Costs.

2. Seven (7) calendar days after the funds are received by CPT from Defendant for the second payment - 45% of the Gross Settlement Amount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amounts, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class/Collective Representative Enhancement, and 45% of the Settlement Administration Costs.

3. Seven (7) calendar days after the funds are received by CPT

from Defendant for the third payment - 10% of the Gross Settlement Amount, or $200,000, shall be disbursed. This disbursement shall include 10% of the total Net Settlement



Amounts, 10% of the Total Attorney Fee Award, 10% of the Cost Award, 10% of the Class/Collective Representative Enhancement, and 10% of the Settlement Administration Costs.

11. Un-cashed Checks. Class/Collective Members must cash or deposit their

Individual Settlement Share checks within one hundred and eighty (180) calendar days after the checks are mailed to them. If any checks are not redeemed or deposited within ninety (90) days after mailing, the Settlement Administrator will send a letter indicating that unless the check is redeemed or deposited in the next ninety (90) days, it will expire and become non-negotiable, and offer to replace the check if it was lost or misplaced. If any checks remain uncashed or not deposited by the expiration of the 90-day period after mailing the reminder notice, the Settlement Administrator will pay the funds represented by such unredeemed checks to the State of California Unclaimed Property Fund to be held in the name and of and for the benefit of such class members under California’s escheatment laws.

12. Final Report by Settlement Administrator. Within ten (10) days after the

second disbursement of all funds, the Settlement Administrator will serve on the Parties a declaration providing a final report on the disbursements of all funds.

13. Certificate of Completion of Administration of Settlement. Within

fifteen (15) days of the second payment under the terms of this Settlement, the Settlement Administrator shall provide written certification, under penalty of perjury, of its completion of the Settlement Administration to counsel for all Parties. Within thirty (30) days of the second payment under the terms of the Settlement, Defendant shall file the written certification received from the Settlement Administrator with the District Court.

14. Defendant’s Legal Fees. Defendant is responsible for paying for all of

Defendant’s own legal fees, costs, and expenses incurred in this Action outside of the Gross Settlement Amount.

K. Participating California Class Members’ Released Claims: As of the Effective

Date, Plaintiff and California Class Members who do not validly and timely request to be excluded from the Settlement shall release all claims for economic, non-economic equitable, liquidated, nominal, restitutionary, injunctive, or other relief that are based on the facts stated in the Complaints Filed in this Matter or could have been stated based on the facts stated in the Complaints Filed in this Matter. The Participating California Class Members’ Released Claims include all claims for wages and related penalties actually alleged in the Action, by Plaintiff Emily Hunt, on behalf of herself and the California Class Members, based on the facts



stated in the complaint, including, but not limited to, that: (1) Defendant failed to compensate all time worked by Putative Class Members; (2) Defendant failed to pay overtime compensation; (3) Defendant failed to provide meal periods, or compensation in lieu thereof, including but not limited to any violation of California Labor Code sections 226.7 and 512 and the applicable Industrial Welfare Commission Wage Order; (4) Defendant failed to authorize and permit rest periods, or compensation in lieu thereof, including but not limited to any violation of California Labor Code section 226.7 and the applicable Industrial Welfare Commission Wage Order; (5) Defendant failed to provide itemized employee wage statements, including but not limited to any violation of California Labor Code sections 226, 1174, and 1175 and the applicable Industrial Welfare Commission Wage Order; (6) Defendant failed to timely pay wages due at termination, including but not limited to any violation of California Labor Code sections 201-203 and 205; (6) Defendant engaged in unlawful business practices in violation of California Business and Professions Code section 17200, et seq; (7) Putative Class Members are entitled to declaratory relief to determine whether the practices alleged in the complaint are unlawful; (8) Putative Class Members are entitled to injunctive relief to halt any practices alleged in the complaint that are unlawful; (9) Putative Class Members are entitled to restitutionary damages under California Business & Professions Code sections 17200, et seq.; (10) Defendant is liable for attorneys’ fees and/or costs incurred to prosecute this action on behalf of Putative Class Members, including fees incurred for the services of Class Counsel; and (11) Defendant is liable for any other remedies, penalties, and interest, including but not limited to, under California Labor Code sections 201, 202, 203, 205, 226, 226.7, 510, 512, 1174, 1194, 1194.2, 1197, 1197.1, 2699, and the applicable Industrial Welfare Commission Wage Order.

L. FLSA Collective Members’ Released Claims: As of the Effective Date, Plaintiff and members of the FLSA Collective who submit valid and timely Claim Forms shall release all claims for economic, non-economic equitable, liquidated, nominal, restitutionary, injunctive, or other relief that are based on the facts stated in the Complaints Filed in this Matter or could have been stated based on the facts stated in the Complaints Filed in this Matter. The Participating FLSA Collective Members’ Released Claims shall include all claims for wages under the FLSA, including but not limited to 29U.S.C. 201 et seq.

M. Named Plaintiff’s Release of Claims and General Release. As of the Effective Date, and in exchange for the Class Representative Enhancement to the Named Plaintiff in an amount not to exceed $10,000.00 (Ten Thousand Dollars and No Cents), in recognition of her work and efforts in obtaining the benefits for the Class, and undertaking the risk for the payment of costs in the event this matter had not successfully resolved, Named Plaintiff Emily Hunt also agrees to not seek or accept re-employment with Released Parties and gives the following general release of claims for herself and her respective spouse, heirs, successors and assigns, forever



releases the Released Parties from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses of any nature whatsoever, from the beginning of time through the date of her signature on this Agreement, known or unknown, suspected or unsuspected, including, but not limited to all claims arising out of, based upon, or relating to her employment with Defendant or the remuneration for, or termination of, such employment. Named Plaintiff’s Release of Claims also includes a waiver of California Civil Code section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. This release excludes any release of any claims not permitted to be released by law.

N. Miscellaneous Terms

1. No Admission of Liability. Defendant makes no admission of liability or wrongdoing by virtue of entering into this Agreement. Additionally, Defendant reserves the right to contest any issues relating to class certification and liability if the Settlement is not approved. Defendant denies that it has engaged in any unlawful activity, has failed to comply with the law in any respect, has any liability to anyone under the claims asserted in the Action, or that but for the Settlement, a Class should be certified in the Action. This Agreement is entered into solely for the purpose of compromising highly disputed claims. Nothing in this Agreement nor any communication, document, or anything else prepared in connection with this Settlement is intended or will be construed as an admission by Defendant of liability or wrongdoing of any substantive allegations or admission of propriety for class certification upon motion for class certification brought by Class Counsel should this Settlement not be given Final Approval. This Settlement and Plaintiff’s and Defendant’s willingness to settle the Action will have no bearing on, and will not be admissible in connection with, any litigation (other than solely in connection with this Settlement).

2. No Effect on Employee Benefits. The Class/Collective Representative

Enhancement and/or Individual Settlement Share paid to Hunt and the Class/Collective Members shall not be deemed to be pensionable earnings and shall not have any effect on the eligibility for, or calculation of, any of the employee benefits (e.g., vacation, holiday pay, retirement plans, etc.) of



Hunt or the Class/Collective Members. The Parties agree that any Class/Collective Representative Enhancement and/or Individual Settlement Share paid to Hunt or the Class/Collective Members under the terms of this Agreement do not represent any modification of Hunt’s or Class/Collective Members’ previously credited hours of service or other eligibility criteria under any employee pension benefit plan or employee welfare benefit plan sponsored by Defendant. Further, any Class/Collective Representative Enhancement shall not be considered “compensation” in any year for purposes of determining eligibility for, or benefit accrual within, an employee pension benefit plan or employee welfare benefit plan sponsored by Defendant.

3. No Solicitation of Individual Settlements. Defendant and its Counsel

agree that until and unless the District Court does not grant final approval of the settlement and/or the settlement agreement to be drafted becomes null and void, Defendant and its Counsel will not attempt to procure any individual settlements from the Class Members. Should this clause be violated, Plaintiff reserves the right to terminate the Settlement Agreement.

4. Taxes. Class/Collective Members agree that they are not relying on Defendant regarding the proper tax treatment of Class Members’ Individual Settlement Shares and further agree to hold Defendant harmless for the tax consequences flowing from these payments and allocations.

5. Publicity. Class Counsel and Named Plaintiff agree to discuss the terms of

this Settlement only in declarations submitted to the District Court to establish their adequacy to serve as Class/Collective Counsel, in declarations submitted to the District Court in support of motions for preliminary approval, final approval, for attorneys’ fees/costs, and any other pleading filed with the District Court in conjunction with the Settlement, and in discussions with Class Members in the context of administrating this Settlement.

6. Reemployment of Named Plaintiff. Emily Hunt confirms and agrees that

she will not apply for, seek, or accept employment with VEP Healthcare, Inc. or any of its related entities as they are currently constituted. In the event Ms. Hunt does apply, VEP Healthcare, Inc. or any of its related entities that Ms. Hunt applies to may deny her such employment because of this Agreement, and such denial shall not constitute any violation of any laws, rules, or orders of any state, municipality, or of the United States. The Parties agree and acknowledge that by this Agreement, they seek an unequivocal, complete, and final dissolution of the employment relationship between Employee and Employer.



7. Integrated Agreement. After this Agreement is signed and delivered by all Parties and their counsel, this Agreement and its exhibits will constitute the entire Agreement between the Parties relating to the Settlement, and it will then be deemed that no oral representations, warranties, covenants, or inducements have been made to any party concerning this Agreement or its exhibits, other than the representations, warranties, covenants, and inducements expressly stated in this Agreement and its exhibits.

8. Authorization to Enter Into Settlement Agreement. Class/Collective

Counsel and Defendant’s Counsel warrant and represent that they are authorized by Plaintiff and Defendant, respectively, to take all appropriate action required or permitted to be taken by such Parties under this Agreement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Agreement. The Parties and their counsel will cooperate with each other and use their best efforts to effect the implementation of the Settlement. In the event the Parties are unable to reach agreement on the form or content of any document needed to implement this Agreement, or on any supplemental provisions that may become necessary to effectuate the terms of this Agreement, the Parties will seek the assistance of the District Court, and in all cases, all such documents, supplemental provisions, and assistance of the District Court will be consistent with this Agreement.

9. Exhibits and Headings. The terms of this Agreement include the terms set

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

10. Interim Stay of Proceedings. The Parties agree to stay and hold all

proceedings in the Action in abeyance, except such proceedings necessary to implement and complete the Settlement, pending the Final Approval Hearing to be conducted by the District Court.

11. Amendment or Modification of Agreement. This Agreement, and any

and all parts of it, may be amended, modified, changed, or waived only by an express written instrument signed by counsel for all Parties or their successors-in-interest.

12. Agreement Binding on Successors and Assigns. This Agreement will be

binding upon, and inure to the benefit of, the successors and assigns of the Parties, as previously defined.



13. No Prior Assignment. Plaintiff hereby represents, covenants, and warrants

that they have not directly or indirectly, assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity any portion of any liability, claim, demand, action, cause of action or rights herein released and discharged.

14. Applicable Law. All terms and conditions of this Agreement and its

exhibits will be governed by and interpreted according to the laws of the State of California, without giving effect to any conflict of law principles or choice of law principles.

15. Fair, Adequate, and Reasonable Settlement. The Parties and their

respective counsel believe and warrant that this Agreement reflects a fair, reasonable, and adequate settlement of the Action and have arrived at this Agreement through arms-length negotiations, taking into account all relevant factors, current and potential.

16. No Tax or Legal Advice. The Parties understand and agree that Defendant

is neither providing tax or legal advice, nor making representations regarding tax obligations or consequences, if any, related to this Agreement, and that Class/Collective Members will assume any such tax obligations or consequences that may arise from this Agreement, and that Class/Collective Members shall not seek any indemnification from Defendant or any of the Released Parties in this regard. The Parties agree that, in the event that any taxing body determines that additional taxes are due from any Class/Collective Member, such Class/Collective Member assumes all responsibility for the payment of such taxes.

17. Jurisdiction of the District Court. The District Court shall retain

jurisdiction with respect to the interpretation, implementation, and enforcement of the terms of this Agreement and all orders and judgment entered in connection therewith, and the Parties and their counsel hereto submit to the jurisdiction of the District Court for purposes of interpreting, implementing, and enforcing the Settlement embodied in this Agreement and all orders and judgments in connection therewith.

18. Invalidity of Any Provision. Before declaring any provision of this

Agreement invalid, the Parties request that the District Court first attempt to construe the provisions valid to the fullest extent possible consistent with applicable precedents, so as to define all provisions of this Agreement valid and enforceable.





EXHIBIT 1


-1-Questions? Call the Settlement Administrator, CPT Group, Inc. at 1 (800) ###-#### or

visit www.[INSERT].com for more information and/or to view documents filed in this case

NOTICE OF COLLECTIVE AND CLASS ACTION SETTLEMENT

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIAEmily Hunt v. VEP Healthcare, Inc.

Case No. 16-cv-04790

A court authorized this notice. This is not a solicitation.This is not a lawsuit against you and you are not being sued.

However, your legal rights are affected by whether you act or do not act.

YOU ARE ENTITLED TO MONEY UNDER THE PROPOSED SETTLEMENT. PLEASE READ THISNOTICE CAREFULLY; IT INFORMS YOU ABOUT YOUR LEGAL RIGHTS.

The United States District Court for the Northern District of California has granted preliminary approval of aproposed settlement (“Settlement”) of the above-captioned Collective and Class Action (“Lawsuit”). Becauseyour rights may be affected by this Settlement, it is important that you read this Notice carefully. Mostimportantly, this Notice will advise you of how you can obtain your money under the Settlement or, if you desire,how you can decide to not take part in the Settlement and preserve your rights against VEP Healthcare, Inc.(“VEP”).

The Settlement provides Two Million Dollars ($2,000,000) to resolve this Lawsuit over whether VEP violatedFederal law by failing to pay its physician’s assistants who were eligible to receive productivity pay at a higherhourly rate for overtime hours. The Settlement also seeks to resolve, for those VEP physician’s assistants whoworked in California, claims that VEP violated California law regarding meal and rest periods, itemized wagestatements, and timely pay upon separation from the company.

The Court has not determined that VEP violated the law and VEP disputes the claims being made in the Lawsuit.After fighting the matter in state and federal court over the course of the past couple of years, the parties haveagreed to resolve it under this proposed Settlement that the Northern District of California granted preliminaryapproval of.

WHAT INFORMATION IS IN THIS NOTICE

1. Why Have I Received This Notice?......................................................................................................... Page 22. What is this Case About?......................................................................................................................... Page 23. Am I a California Class Member and/or a FLSA Collective Member? .................................................. Page 34. How Does this Collective and Class Action Settlement Work? ...............................................................Page 35. Who Are the Attorneys Representing the Parties? ...................................................................................Page 46. How do I Participate, Opt-out of, or Object to the FLSA Portion of the Settlement?..............................Page 47. How do I Participate, Opt-out of, or Object to the California Class Portion of the Settlement?..............Page 58. How Do I Object to the Settlement? .........................................................................................................Page 68. How Does This Settlement Affect Participating California Class Members’ Rights? ............................Page 79. How Does This Settlement Affect Participating FLSA Collective Members’ Rights?............................Page 710. How Much Can I Expect to Receive from this Settlement? .....................................................................Page 811. When Can I Expect to Receive Money from the Settlement? ...............................................................Page 1012. How Will the Attorneys for the Class and the Class Representative Be Paid? ......................................Page 1013. What do I do if I Need More Information or Have Questions? .............................................................Page 10




1. Why Have I Received this Notice?

Records indicate that you were employed as a Physician’s Assistant by VEP sometime between April 6, 2011,and May 15, 2017 and you were eligible to receive productivity pay. This Notice is meant to provide you withbasic information about the case and to advise you of your options to remain part of the Settlement, excludeyourself from it, or object to it.

If you worked for VEP at any time between April 6, 2012, and May 15, 2017, you will be eligible to recovermoney from the portion of this Settlement that resolves the federal claims under the Fair Labor Standards Act(“FLSA”). If you worked during this time period, you are referred to in the Settlement as an “FLSA CollectiveMember,” and you are receiving this Notice to advise you of your rights and responsibilities as a FLSA CollectiveMember under the Settlement. If you only worked for VEP during this time period outside the state of California,you can only recover money under the Settlement as an FLSA Collective Member.

If, at any time during that same time period between April 6, 2012, and May 15, 2017, you worked for VEP inCalifornia, you will also be eligible to recover money from the portion of this Settlement that resolves theCalifornia claims. If you worked during this time period in California, you are referred to in the Settlement as a“California Class Member,” and you are also receiving this Notice to advise you of your rights and responsibilitiesas a California Class Member under the Settlement.

If you worked for VEP at any from April 6, 2011, but not after April 5, 2012, and only in the state of California,you are only eligible to recover from the portion of this Settlement that resolves the California Claims. If youonly worked for VEP during this time period and only in California, you can only recover money as a CaliforniaClass Member.

2. What is this Case About?

If you are a FLSA Collective Member, this Settlement resolves claims that you should have been paid a higherhourly rate for overtime hours. The named plaintiff in this Lawsuit complained that, whenever you received amonthly productivity bonus from VEP, you should have been compensated at a higher rate for the overtime hoursyou worked in that month. VEP denies all of these claims and contends its payment of the monthly productivitybonus did not trigger an obligation to increase the overtime hourly rate under the FLSA, because it was more akinto a profit sharing plan, which would exempt it from having to pay a higher overtime rate.

If you are a California Class Member, this Settlement resolves claims in this lawsuit that VEP did not providetimely or duty-free meal and rest periods, did not pay all wages owed, did not pay all overtime wages, did notproperly itemize pay stubs, and did not pay all wages owed timely upon termination. The named plaintiff in theLawsuit complained that the California physician’s assistants were not relieved of duty during meal and restperiods because she claimed they could not leave the medical facility during meal or rest breaks and could notsleep during meal and rest breaks. She also complained that, because they couldn’t leave the medical facility andwere always subject to being called back at any moment while on unpaid meal periods, the physician’s assistantsin California should have been paid for that time. The named plaintiff also complained that, because physician’sassistants were working through unpaid meal periods, VEP had to, but did not, itemize that time on their paystubs. Finally, because these wages alleged to have been owed to the California physician’s assistants were notpaid at or after termination from VEP, California’s law with respect to the payment of wages due at terminationwas violated.




VEP denies that it violated any provisions of California law. It contends it had policies that provided timely mealand rest periods to its California Physician’s Assistants and relieved them of all duty during such meal and restperiods. VEP finally contends its wage statements (i.e., pay stubs) had all the information California law requiresand that it paid all wages owed at the time of termination.

3. Am I a California Class Member and/or a FLSA Collective Member?

You are a Class Member if VEP Healthcare, Inc. employed you as a Physician’s Assistant in the state of Californiaand you were eligible to receive productivity pay at any time between April 6, 2011 and May 15, 2017 (the “ClassPeriod”).

Based upon VEP Healthcare, Inc.’s records, you [are/are not] a member of the California Class.

You are a FLSA Collective Member if VEP Healthcare, Inc. employed you as a Physician’s Assistant anywherein the United States and you were eligible to receive productivity pay at any time between April 6, 2012 and May15, 2017 (the “FLSA Collective Period”).

Based upon VEP Healthcare, Inc.’s records, you [are/are not] a member of the FLSA Collective.

4. How Does this Collective and Class Action Settlement Work?

Plaintiff and the Attorneys for the Class/Collective believe the Settlement is fair and reasonable. The Court haspreliminarily reviewed the terms of the Settlement and determined the Settlement is fair and reasonable. On [dateof ruling on preliminary approval], in the United States District Court for the Northern District of California, theCourt conditionally certified the Class and the FLSA Collective for settlement purposes only and directed thatyou receive this Notice.

The Court will hold a Final Fairness Hearing concerning the proposed settlement on [date of final approvalhearing], 2018 at [time a.m./p.m.], before United States District Court Judge Vince Chhabria, located at 450Golden Gate Avenue, San Francisco, California 94102, Courtroom 4. The date of the final approval hearing maychange without further notice to the class. Class and Collective Members are advised to checkwww.[INSERT].com or the Court’s PACER site (instructions on accessing this site are provided in Section 13 ofthis Notice) to confirm that the date has not been changed.




5. Who Are the Attorneys Representing the Parties?

Attorneys for Plaintiff and the Class/FLSA Collective

Attorneys for VEP Healthcare, Inc.

THE TURLEY & MARA LAW FIRM, APLCWilliam Turley

David MaraJill Vecchi

7428 Trade StreetSan Diego, CA 92121

Telephone: (619) 234-2833Facsimile: (619) 234-4048

ALLEN, GLAESSNER, HAZELWOOD &WERTH, LLPSteven Werth

Hannibal Odisho180 Montgomery Street, Suite 1200

San Francisco, CA 94104Telephone: (415) 697-2000Facsimile: (415) 813-2045

The Court has decided that The Turley & Mara Law Firm, APLC is qualified to represent you and all other Classand FLSA Collective members simultaneously in this Settlement.

You do not need to hire your own attorney because Class/Collective Counsel is working on your behalf. But, ifyou want your own attorney, you may hire one at your own cost.

6. How do I Participate, Opt-out of, or Object to the FLSA Portion of the Settlement?

Your rights regarding each option, and the steps you must take to select each option, are summarized below andexplained in more detail in this Notice.

PLEASE PAY CLOSE ATTENTION HERE!!! THE WAY THAT YOU CAN GET YOUR MONEY OREXCLUDE YOURSELF FROM THE SETTLEMENT IS DIFFERENT DEPENDING ON WHETHER YOUARE A CALIFORNIA CLASS MEMBER AND/OR A FLSA COLLECTIVE MEMBER.

Important Note: VEP Healthcare, Inc. will not retaliate against you in any way for either participating or notparticipating in this Settlement.

If you are a member of the FLSA Collective, your options are as follows:

HOW TO GET YOUR MONEY IF YOU

ARE A FLSA COLLECTIVE MEMBER:If you are a FLSA Collective Member, as described above, andyou want to participate in and get your money under this portion ofthe Settlement, you must submit to the settlement administratora postmarked claim to “opt in.” The claim form is accompanyingthis Notice if you are a FLSA Collective Member.

Check the “opt in” box if you wish to recover the money to whichyou are entitled under the Settlement as a FLSA Collective Member.Mail your claim form to the Settlement Administrator, CPT Group,Inc., at 16630 Aston Street, Irvine, CA 92606. To be a valid claimsubmission, the Claim form must be post-marked no later than [date




that is 45 days after notice packet is mailed].

OPT OUT OF THE FLSA COLLECTIVE

PORTION OF THE SETTLEMENT:If you do not want to participate as a FLSA Collective member, thenyou do not have to do anything.

If the Court grants final approval of the settlement, you will notreceive a Settlement Payment and you will not give up the right tosue VEP Healthcare, Inc. and the Released Parties for the Release ofClaims by Participating California Class Members as defined inSection No. 10 below.

OBJECT: You may file a legal objection to any aspect of the proposedsettlement. You can object to the FLSA Collective settlement. If youwant to object to the FLSA Collective settlement, then you must optin by submitting a claim form.

If you wish to object to the FLSA Collective Action Settlement, youmay do so by following the instructions in Section No. 8, entitled“How do I Object to the Settlement?”

7. How do I Participate, Opt-out of, or Object to the California Class Portion of the Settlement?Your rights regarding each option, and the steps you must take to select each option, are summarized below andexplained in more detail in this Notice.

PLEASE PAY CLOSE ATTENTION HERE!!! THE WAY THAT YOU CAN GET YOUR MONEY OREXCLUDE YOURSELF FROM THE SETTLEMENT IS DIFFERENT DEPENDING ON WHETHER YOUARE A CALIFORNIA CLASS MEMBER AND/OR A FLSA COLLECTIVE MEMBER.

Important Note: VEP Healthcare, Inc. will not retaliate against you in any way for either participating or notparticipating in this Settlement.

If you are a member of the California Class, your options are as follows:

HOW TO GET YOUR MONEY IF YOU

ARE A CALIFORNIA CLASS

MEMBER:

If you do nothing, you will receive money and will be bound by therelease of class action claims stated in this Notice and SettlementAgreement.

OPT OUT OF CALIFORNIA CLASS

PORTION OF THE SETTLEMENT:If you do not want to take part in the Class Action settlement, youmust sign and mail a written request for exclusion to the SettlementAdministrator, CPT Group, Inc. Requests for exclusion should bemailed to CPT Group, Inc. at 16630 Aston Street, Irvine, CA 92606.The written request for exclusion must (a) state your name, address,telephone number, and social security number; (b) state yourintention to exclude yourself from or opt-out of the Settlement; (c)be addressed to the CPT Group, Inc.; (d) be signed by you or yourlawful representative; and (e) be postmarked no later than [date thatis 45 days after notice packet is mailed].




The Court’s entry of the Final Judgment, following Approval of thesettlement, will bind all Class Members who do not requestexclusion from the Class Action settlement.

If the Court grants final approval of the settlement, you will notreceive a Settlement Payment and you will not give up the right tosue VEP Healthcare, Inc. and the Released Parties for the Release ofClaims by Participating California Class Members as defined inSection No. 9 below.

OBJECT: You may file a legal objection to any aspect of the proposedsettlement. You can object to the California Class settlement.

If you wish to object to the California Class Action Settlement, youmay do so by following the instructions in Section No. 8, entitled“How do I Object to the Settlement?”

8. How Do I Object to the Settlement?

You can ask the Court to deny approval by filing an objection. You cannot ask the Court to order a larger settlement;the Court can only approve or deny the settlement. If the Court denies approval, no settlement payments will be sentout and the lawsuit will continue. If that is what you want to happen, you must object.

If you are a Class or Collective Member who does not opt out of the Class Action settlement and/or who opted in/fileda claim under the FLSA Collective settlement, you may object to the proposed settlement in writing. You may alsoappear at the Final Fairness/Approval Hearing, either in person or through your own attorney. If you appear throughyour own attorney, you are responsible for paying that attorney. All written objections and supporting papers must(a) clearly identify the case name and number (Hunt v. VEP Healthcare, Inc., Case Number 16-cv-04790), (b) besubmitted to the Court either by mailing them to the Class Action Clerk, United States District Court for the NorthernDistrict of California, 450 Golden Gate Avenue, San Francisco, California 94102, or by filing them in person atany location for the United States District Court for the Northern District of California, and (c) be filed orpostmarked before [date that is 45 days after notice packet is mailed].

In addition, the objection must state: (a) your full name, address, and telephone number; (b) the words “Notice ofObjection” or “Formal Objection;” (c) describe, in clear and concise terms, the legal and factual argumentssupporting the objection; (d) list identifying witness(es) you may call to testify at the Final Approval Hearing;and (e) provide true and correct copies of any exhibit(s) you intend to offer at the Final Approval Hearing.

Objectors who want to appear at the Final Fairness/Approval Hearing must state the intention to do so at the time ofsubmitting the written objection(s).

Class and/or Collective Members who fail to file timely objections in the manner specified above shall be deemed tohave waived any objections and shall be foreclosed from making any objection (whether an appeal or otherwise) tothe Settlement, unless otherwise ordered by the Court. The Court may excuse this requirement upon a showing ofgood cause. The Court will only require substantial compliance with the requirements for submitting an objection.




If the Court rejects the objection, the objector will receive a Class Action settlement payment and will be boundby the terms of the Class Action settlement and Participating California Class Members’ Released Claims asdefined in Section 9 of this Notice and in the Settlement Agreement.

With regards to the FLSA Collective settlement, if the Court rejects the objection, the objector will receive aFLSA Collective settlement payment and will be bound by the terms of the FLSA Collective settlement andParticipating FLSA Collective Members’ Released Claims as defined in this Notice and in the SettlementAgreement.

9. How Does This Settlement Affect Participating California Class Members’ Rights?

If the proposed Settlement is approved by the Court, a Final Judgment will be entered by the Court. All ClassMembers who do not opt out of the Settlement will be bound by the Court’s Final Judgment and will release VEPHealthcare, Inc. and the other Released Parties1 from the Release of Claims by Participating California ClassMembers. The full and detailed Release of Claims by Participating California Class Members is contained in theSettlement Agreement, which can be found at www.[INSERT].com or on the Court’s PACER website(instructions on accessing this site are provided in Section 13 of this Notice). The claims released under thisSettlement are paraphrased as follows:

California Class Members who do not validly and timely request to be excluded from the Settlement shall releasethe claims pled in the Lawsuit and all claims based on the facts stated in the Complaints filed in this Lawsuit orcould have been alleged based on the facts stated in the Complaints filed in this Lawsuit. This includes claims forunpaid wages, including overtime wages, missed or unprovided meal or rest breaks, paystub violations, waitingtime penalties, unlawful business practices, entitlement to declaratory or injunctive relief, restitutionary damages,attorneys’ fees and/or costs incurred to prosecute this Lawsuit, and any other remedies, penalties, and interest,including but not limited to, under California Labor Code sections 201, 202, 203, 205, 226, 226.7, 510, 512, 1174,1194, 1194.2, 1197, 1197.1, 2699, and the applicable Industrial Welfare Commission Wage Order.

10. How Does This Settlement Affect Participating FLSA Collective Members’ Rights?

If the proposed Settlement is approved by the Court, a Final Judgment will be entered by the Court. All FLSACollective Members who submit Claim Forms will be bound by the Court’s Final Judgment and will release VEPHealthcare, Inc. and the other Released Parties from the Release of Claims by Participating FLSA CollectiveMembers. The full and detailed Release of Claims by Participating FLSA Collective Members is contained in theSettlement Agreement, which can be found at www.[INSERT].com or on the Court’s PACER website(instructions on accessing this site are provided in Section 13 of this Notice).

The Release of Claims by Participating FLSA Collective Members is paraphrased as follows: Members of theFLSA Collective who submit valid and timely Claim Forms shall release all claims for wages under the FLSA,including but not limited to 29 U.S.C. 201 et seq., and any entitlement to relief based on the facts stated in the

1 “Released Parties” means VEP Healthcare, Inc. and its subsidiaries, affiliates, parents, members, attorneys,successors, assigns, joint venturers, partners, predecessors in interest, all of their respective officers, directors,shareholders, contractors, employees, administrators, fiduciaries, trustees and agents, and each of their past,present, and future officers, directors, members, shareholders, employees, contractors, agents, principals, heirs,assigns, joint venturers, partners, representatives, accountants, auditors, consultants, insurers, and reinsurers.




Complaints filed in this Lawsuit or could have been stated based on the facts stated in the Complaints filed in thisLawsuit.

11. How Much Can I Expect to Receive from this Settlement?

The total maximum amount that VEP could be required to pay under this Settlement is Two Million Dollars($2,000,000.00) (“Gross Settlement Amount”).

From the Gross Settlement Amount, the following shall be subtracted: (1) the Class/Collective RepresentativePayment to Plaintiff Emily Hung in an amount up to $10,000, for prosecution of the Action, risks undertaken forthe payment of attorneys’ fees and costs, and a general release of all claims; (2) the Settlement AdministrationCosts to the Settlement Administrator, CPT Group, Inc., not to exceed $40,000; and (3) payment toClass/Collective Counsel in an amount not to exceed $500,000 (25% of the Gross Settlement Amount) forattorneys’ fees and an amount not to exceed $40,000 for actual litigation costs. All of these payments are subjectto court approval.

The Court will not approve any of these requests until the Final Approval/Fairness hearing. If the any of theamounts awarded are less than the amounts requested, the difference shall become part of the California ClassNet Settlement Amount and FLSA Collective Net Settlement Amount, equally, and be available for distributionto Class/Collective Members. What remains of the Gross Settlement Amount after these Court approveddeductions will be the Net Settlement Amount for making settlement payments to Participating California ClassMembers, which is defined below and in the Settlement Agreement, and for making FLSA Collective SettlementPayments to Participating FLSA Collective Members.

CALIFORNIA CLASS ACTION SETTLEMENT

California Class Net Settlement Amount. The total amount of money available for payout to California ClassMembers, is fifty percent (50%) of the GSA after subtracting the Attorney Fee Award, Cost Award, ClassRepresentative Enhancement, and Settlement Administration Costs.

Individual California Class Settlement Share. Each Participating Class Member will receive a proportionateshare of the California Class Net Settlement Amount that is equal to (i) the number of workweeks he or sheworked based on the Class/Collective Data provided by Defendant, divided by (ii) the total number of workweeksworked by all Participating Class Members based on the same Class/Collective Data, which is then multiplied bythe California Class Net Settlement Amount. Therefore, the results of the Class Member’s settlement value tiesdirectly to the amount of workweeks worked.

Based on VEP Healthcare, Inc.’s records, you [are/are not] a member of the California Class. [If they are amember of the California Class, the following language will be added: Although your exact share of the CaliforniaClass Net Settlement Amount cannot be precisely calculated until after the time during which individuals mayobject or seek exclusion from the Settlement concludes, based upon the calculation above, your approximate shareof the California Class Net Settlement Amount would be as follows: $______________.]

Tax Consequences of California Class Settlement Shares. Thirty-Three and One-Third percent (33 1/3%) ofeach Individual California Class Member Settlement Share is intended to settle each California Class Member’sclaims for unpaid wages (the “Wage Portion”). The Wage Portion will be reduced by applicable payroll taxwithholdings and deductions; the employer’s share of legally required payroll taxes for the Wage Portion will be




paid by Defendant through the Settlement Administrator; the Settlement Administrator will issue an IRS FormW-2 with respect to the Wage Portion withheld from each California Class Member who does not submit a validrequest for exclusion under this Agreement. All taxes shall come out of the Gross Settlement Amount.

Sixty-Six and Two-Third percent (66 2/3%) of the Individual California Class Member Settlement Share isintended to settle each Class Member’s claims for interest and penalties. This portion will not be reduced bypayroll tax withholding and deductions. The Settlement Administrator will issue each Class Member who doesnot submit a request for exclusion an IRS Form 1099 with respect to this portion of his/her Individual SettlementShare. The settlement share for interest and penalties is allocated 33 1/3% penalties & 33 1/3% interest.

FLSA COLLECTIVE ACTION SETTLEMENT

FLSA Collective Net Settlement Amount. The total amount of money available for payout to FLSA CollectiveMembers, is fifty percent (50%) of the Gross Settlement Amount after subtracting the Attorney Fee Award, CostAward, Class/Collective Representative Enhancement, and Settlement Administration Costs.

Individual FLSA Collective Settlement Share. Each Participating FLSA Collective Member will receive aproportionate share of the FLSA Collective Net Settlement Amount that is equal to (i) the number of workweekshe or she worked based on the Class/Collective Data provided by Defendant, divided by (ii) the total number ofworkweeks worked by all Participating FLSA Collective Members based on the same Class/Collective Data,which is then multiplied by the FLSA Collective Net Settlement Amount. Therefore, the results of the CollectiveMember’s settlement value ties directly to the amount of workweeks worked.

Based on VEP Healthcare, Inc.’s records, you [are/are not] a member of the FLSA Collective. [If they are amember of the FLSA Collective, the following language will be added: Although your exact share of the StipulatedFLSA Collective Net Settlement Fund cannot be precisely calculated until after the time during which individualsmay object or seek exclusion from the Settlement concludes, based upon the calculation above, your approximateshare of the Stipulated FLSA Collective Net Settlement Fund would be as follows: $______________.]

Tax consequences of FLSA Collective Settlement Shares. One Hundred Percent (100%) of the IndividualFLSA Collective member Settlement Share is intended to settle each Collective Member’s claims for unpaidwages. The settlement share will be reduced by applicable payroll tax withholdings and deductions; theemployer’s share of the legally required payroll taxes for the Settlement Share will be paid by Defendant throughthe Settlement Administrator; the Settlement Administrator will issue an IRS Form W-2 to the Participating FLSACollective Member who submits a valid and timely Claim Form. All taxes shall come out of the Gross SettlementAmount.

Uncashed checks. Class/Collective Members must cash or deposit their Individual Settlement Share checkswithin one hundred and eighty (180) calendar days after the checks are mailed to them. If any checks are notredeemed or deposited within ninety (90) days after mailing, the Settlement Administrator will send a letterindicating that unless the check is redeemed or deposited in the next ninety (90) days, it will expire and becomenon-negotiable, and offer to replace the check if it was lost or misplaced. If any checks remain uncashed or notdeposited by the expiration of the 90-day period after mailing the reminder notice, the Settlement Administratorwill pay the funds represented by such unredeemed checks to the State of California Unclaimed Property Fund tobe held in the name and of and for the benefit of such class members under California’s escheatment laws.




12. When Can I Expect to Receive Money from the Settlement?

Under the Settlement, should you choose to receive money under it, you will receive three payments. Once theCourt grants final approval of the Settlement, and provided that there are no objections or appeals to the Court’sFinal Approval Order and Judgment, CPT Group, Inc. will disburse the Settlement monies under the followingschedule:

1. Seventeen (17) Calendar Days after the Effective Date2 - 45% of the Gross Settlement Amount, or$900,000, shall be disbursed. This disbursement shall include 45% of the total Net Settlement Amount,45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class RepresentativeEnhancement, and 45% of the Settlement Administration Costs.

2. One Hundred and Fifty-Seven (157) Calendar Days after the First Payment - 45% of the Gross SettlementAmount, or $900,000, shall be disbursed. This disbursement shall include 45% of the total Net SettlementAmount, 45% of the Total Attorney Fee Award, 45% of the Cost Award, 45% of the Class RepresentativeEnhancement, and 45% of the Settlement Administration Costs.

3. One Hundred and Fifty-Seven (157) Calendar Days after the Second Payment - 10% of the GrossSettlement Amount, or $200,000, shall be disbursed. This disbursement shall include 10% of the total NetSettlement Amount, 10% of the Total Attorney Fee Award, 10% of the Cost Award, 10% of the ClassRepresentative Enhancement, and 10% of the Settlement Administration Costs.

13. How Will the Attorneys for the Class and the Class Representative Be Paid?

The Attorneys for Plaintiff and the Class/Collective will be paid from the Gross Settlement Amount, subject toCourt approval, in an amount not to exceed 25% of the Gross Settlement Amount ($500,000) in fees and anamount not to exceed $40,000 in actual litigation costs. VEP Healthcare, Inc. has paid all of its own attorneys’fees and costs.

The Plaintiff will also be paid, subject to Court approval, an amount not to exceed $10,000, as an enhancementfor the initiation of and prosecution of this case, the risks undertaken for the payment of costs in the event thiscase had been lost, and a general release of all claims.

14. What do I do if I Need More Information or Have Questions?

This notice summarizes the proposed settlement. For the precise terms and conditions of the settlement, pleasesee the settlement agreement available at www.[INSERT].com., by contacting class/collective counsel at (619)234-2833, by accessing the Court docket in this case through the Court’s Public Access to Court ElectronicRecords (PACER) system at https://ecf.cand.uscourts.gov, or by visiting the office of the Clerk of the Court forthe United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco,California 94102, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays. You mayalso ask class/collective counsel for a copy of any of the case documents to be mailed to you free of charge. Please

2 The Effective Date is the date the Court grants Final Approval of the Settlement or, and only if there areobjections filed at or before the Final Approval Hearing Date, after the period of filing a Notice of Appeal hasexpired, or, if an appeal is filed, after the appeal is finally adjudicated and the settlement is finally approved.




refer to the Hunt v. VEP Healthcare, Inc. Collective and Class Action Settlement when calling the settlementadministrator or class/collective counsel.

Alternatively, to view the case documents on PACER, access the website http://www.pacer.gov. Once at thiswebsite, click on the “Login” tab in the upper right-hand corner of the webpage. Then click on the link whichreads “Log in to PACER now.” Then, click on the link “Need an Account?” and create an account. Once youhave created an account, log into PACER and click the link “PACER Case Locator” under the heading “FIND ACASE” on the left-hand side of the webpage. Then, click on the button “Search the PACER Case Locator Now.”On the next page, type the case number “16-cv-04790” into the box next to the words “Case Number.” Then,click the “Search” button. You will be directed to a screen with case names. Find the case name “Hunt v. VEPHealthcare, Inc.” filed on 8/19/2016 and click on the case number associated with this case (3:2016-cv-04790).Then, click on the link for “Docket Report.” On the next page, click “Run Report.” This will take you to the caseinformation. If you scroll down on this page you will be able to access all of the documents filed in the case whileit was pending in the Northern District of California for a small fee.

PLEASE DO NOT TELEPHONE THE COURT OR THE COURT CLERK’S OFFICE ABOUT THISSETTLEMENT OR THE CLAIM PROCESS.


EXHIBIT 2


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UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIAEmily Hunt v. VEP Healthcare, Inc.

Case No. 16-cv-04790

FLSA SETTLEMENT CLAIM FORM AND RELEASE OF CLAIMS

You must return this form by [DATE] to receive a share under the FLSA Collective Settlement in thiscase.

Instructions: Please complete this Settlement Claim Form and Release of Claims if you would like to claimyour individual settlement allocation regarding federal Fair Labor Standards Act (“FLSA”) claims being madein this matter. Based on the amount of workweeks you worked for VEP Healthcare, Inc. from the time period ofApril 6, 2012 through May 15, 2017, VEP Healthcare, Inc.’s records show that you worked [NUMBER OFWORKWEEKS] workweeks.

Based on the Settlement Administrator’s calculations, your Individual FLSA Collective Settlement Share underthe FLSA Collective settlement is estimated to be [$ GIVE SETTLEMENT AMOUNT]. To receive thisadditional Settlement Share, you MUST sign and date this claim form and have it postmarked by no later than[GIVE DEADLINE DATE]. It is strongly recommended that you retain proof of your timely mailing untilreceipt of your settlement payment check, should the settlement be granted Final Approval.

To assist you in getting your claim form postmarked by [GIVE DEADLINE DATE], a pre-printed, postage paidreturn envelope has been enclosed for your convenience. It is addressed to the Settlement Administrator, CPTGroup, Inc. Once you have signed and dated this claim form, please place the claim form in the pre-printed,postage paid return envelope and provide it to the U.S. Postal Service.

If you have lost or misplaced the pre-printed, postage paid return envelope, you may mail your signed and datedclaim form to the Settlement Administrator via first class mail at the following address:

CPT Group, Inc.16630 Aston StreetIrvine, CA 92606


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CLAIM FORMName/Address Changes, if any:

<<Claim Number>> _______________________________________

<<Name>> _______________________________________

<<Address>> _______________________________________

<<City>>, <<State>> <<Zip Code>> _______________________________________

( _____) ___ ___ ___ - ___ ___ ___ ___ Telephone: ___________(h)/___________(cell)

Home or Cell Telephone Number

SECTION 1. EMPLOYMENT INFORMATION

VEP Healthcare Inc.’s business records show that between April 6, 2012 through May 15, 2017(“FLSA Collective Period”), you worked for VEP Healthcare, Inc. as a Physician’s Assistantanywhere in the United States and you were eligible to receive productivity pay, for ___workweeks. The estimated pay rate for these workweeks is $____ per workweek. Based on thatestimate and the amount of workweeks you worked during the FLSA Collective Period, you willreceive a FLSA Collective settlement payment estimated at $__________, less taxes.

SECTION 2. FLSA CONSENT TO JOIN / OPT-IN TO THE CASE.

BY SUBMITTING THIS CLAIM FORM, I CONSENT TO JOIN THE COLLECTIVE IN THE FLSA PORTION OF

THE HUNT V. VEP HEALTHCARE, INC. ACTION AND ELECT TO PARTICIPATE IN THE SETTLEMENT AND

RELEASE OF THE FLSA CLAIMS.

SECTION 3. RELEASE AND SIGNATURE

I understand that by operation of the Final Approval Order and Judgment, I shall have releasedVEP Healthcare, Inc., and its subsidiaries, affiliates, parents, members, attorneys, successors,assigns, joint venturers, partners, predecessors in interest, all of their respective officers,directors, shareholders, contractors, employees, administrators, fiduciaries, trustees and agents,and each of their past, present, and future officers, directors, members, shareholders, employees,contractors, agents, principals, heirs, assigns, joint venturers, partners, representatives,accountants, auditors, consultants, insurers, and reinsurers from all claims for economic, non-economic equitable, liquidated, nominal, restitutionary, injunctive, or other relief that are basedon the facts stated in the Complaints filed in this matter or could have been stated based on thefacts stated in the Complaints filed in this matter. The Released Claims shall include all claimsfor wages under the FLSA, including but not limited to 29U.S.C. 201 et seq.

DATE AND SIGNATURE

Dated: ___ ___ / ___ ___ /2017 __________________________________________Print Name Signature


EXHIBIT 3


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28[PROPOSED] ORDER GRANTING MOTION FOR Case No 3:16-CV-04790-VCPRELIMINARY APPROVAL OF CLASS ANDCOLLECTIVE ACTION SETTLEMENT

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Plaintiff,

v.


Defendants.


[PROPOSED] ORDER GRANTING RENEWEDMOTION FOR PRELIMINARY APPROVALOF CLASS AND COLLECTIVE ACTIONSETTLEMENT

Date: November 30, 2017Time: 10:00 a.m.Judge: Hon. Vince ChhabriaDept.: 2



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28 [PROPOSED] ORDER GRANTING MOTION FOR Case No 3:16-CV-04790-VCPRELIMINARY APPROVAL OF CLASS ANDCOLLECTIVE ACTION SETTLEMENT

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The Court has reviewed the unopposed Renewed Motion for Preliminary Approval of Class

and Collective Action Settlement filed by Plaintiff Emily Hunt. The Court has considered the

Memorandum of Points and Authorities in support of Plaintiff’s Unopposed Renewed Motion for

Preliminary Approval of Class and Collective Action Settlement, the Declaration of William Turley

and attached exhibits, the Declaration of Mae Tucker, the Declaration of Kelly Danna and attached

exhibits.

The Court’s review of this proposed settlement is governed by Federal Rule of Civil Procedure

23(e). See Cotter v. Lyft, Inc., 176 F. Supp. 3d 930, 935 (N.D. Cal. April 7, 2016). Under the

requirements of Rule 23(e), generally, courts “determine whether a proposed settlement is

fundamentally fair, adequate, and reasonable.” Cotter, 176 F. Supp. 3d at 935 (quoting Hanlon v.

Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998) (citing Class Plaintiffs v. City of Seattle, 955

F.2d 1268, 1276 (9th Cir. 1992)). “It is the settlement taken as a whole, rather than the individual

parts, that must be examined for overall fairness.” Cotter, 176 F. Supp. 3d at 935 (quoting Hanlon v.

Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998) (citing Officers for Justice v. Civil Serv. Comm’n

of S.F., 688 F.2d 615, 628 (9th Cir. 1982)).

“District courts have interpreted Rule 23(e) to require a two-step process for the approval of

class action settlements: ‘the Court first determines whether a proposed class action settlement

deserves preliminary approval and then, after notice is given to class members, whether final approval

is warranted.’” Cotter, 176 F. Supp. 3d at 935 (quoting In re High-Tech Emp. Antitrust Litig., Case

No. 11-CV-02509-LHK, 2014 U.S. Dist. LEXIS 110064, 2014 WL 3917126, at *3 (N.D. Cal. Aug.

8, 2014) (quoting Nat'l Rural Telecomms. Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 525 (C.D. Cal.

2004)). At final approval, the Court must balance the following non-exhaustive factors to evaluate the

fairness of the proposed settlement: “the strength of the plaintiffs’ case; the risk, expense, complexity,

and likely duration of further litigation; the risk of maintaining class action status throughout the trial;

the amount offered in settlement; the extent of discovery completed and the stage of the proceedings;

the experience and views of counsel; the presence of a governmental participant; and the reaction of


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the class members to the proposed settlement.” Cotter, 176 F. Supp. 3d at 935 (quoting Hanlon, 150

F.3d at 1026 (citing Torrisi v. Tucson Elec. Power Co., 8 F.3d 1370, 1375 (9th Cir. 1993)).

The standards courts are to follow at the preliminary approval stage are less clear. Cotter, 176

F. Supp. 3d at 935. “Some district courts . . . have stated that the relevant inquiry is whether the

settlement ‘falls within the range of possible approval’ or ‘within the range of reasonableness.’”

Cotter, 176 F. Supp. 3d at 935 (quoting In re High-Tech Emp. Antitrust Litig., 2014 U.S. Dist. LEXIS

110064, 2014 WL 3917126, at *3 (quoting In re Tableware Antitrust Litig., 484 F. Supp. 2d 1078,

1079 (N.D. Cal. 2007)) (citing Cordy v. USS—Posco Indus., No. 12-553, 2013 U.S. Dist. LEXIS

108952, 2013 WL 4028627, at *3 (N.D. Cal. Aug. 1, 2013)). In determining whether the proposed

settlement falls within the range of reasonableness, perhaps the most important factor to consider is

“plaintiffs’ expected recovery balanced against the value of the settlement offer.” Id. (quoting In re

Nat'l Football League Players' Concussion Injury Litig., 961 F. Supp. 2d 708, 714 (E.D. Pa.

2014)); see also Nielson v. Sports Auth., No. C-11-4724-SBA, 2012 U.S. Dist. LEXIS 168226, 2012

WL 5941614, at *6 (N.D. Cal. Nov. 27, 2012). “Determining whether the settlement falls in the range

of reasonableness also requires evaluating the relative strengths and weaknesses of the plaintiffs’ case;

it may be reasonable to settle a weak claim for relatively little, while it is not reasonable to settle a

strong claim for the same amount.” Cotter, 176 F. Supp. 3d at 935.

Where the parties reach a settlement before class certification, courts must apply a “higher

standard of fairness.” Cotter, 176 F. Supp. 3d at 935-936 (quoting Hanlon, 150 F.3d at 1026). This

additional scrutiny is needed to ensure that the interests of the class are adequately protected, because

the agreement has “not [been] negotiated by a court-designated class representative.” Cotter, 176 F.

Supp. 3d at 935-936.

Under this framework, the Court hereby finds and orders as follows:

1. The Court finds on a preliminary basis that the provisions of the Joint Stipulation and

Settlement Agreement (hereinafter “Agreement”), filed with the Court on December 1, 2017, are fair,

just, reasonable, and adequate and, therefore, meet the requirements for preliminary approval.


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2. For purposes of this Order, the Court adopts all defined terms as set forth in the

Agreement.

3. The Court conditionally certifies, for settlement purposes only, the following stipulated

collective (referred to in the Parties’ Agreement as the “FLSA Collective”) described in the Motion

for Preliminary Approval:

All individuals employed by VEP Healthcare, Inc. anywhere in theUnited States as Physician’s Assistants who were eligible to receiveproductivity pay from April 6, 2012 through May 15, 2017.

4. The Court certifies, for settlement purposes only, the following stipulated class

(referred to the Parties’ Agreement as the “California Class”) described in the Motion for Preliminary

Approval:

All individuals employed by VEP Healthcare, Inc. as Physician’sAssistants in the state of California who were eligible to receiveproductivity pay from April 6, 2011 to May 15, 2017.

5. The Court finds, for settlement purposes only, the requirements of Federal Rule of Civil

Procedure 23(a) and Federal Rule of Civil Procedure 23(b)(3) are satisfied.

6. This Order, which conditionally certifies a class action for settlement purposes only,

shall not be cited in this or any matter for the purpose of seeking class certification, opposing

decertification, or for any other purpose, other than enforcing the terms of the Parties’ Agreement.

7. The Court finds, for settlement purposes only, the requirements of 29 U.S.C. § 216(b)

for conditional certification of an FLSA Collective Action are satisfied.

8. This Order, which conditionally certifies a FLSA collective for settlement purposes

only, shall not be cited in this or any matter for the purpose of seeking conditional certification,

opposing decertification, or for any other purpose, other than enforcing the terms of the Parties’

Agreement.

9. The Court appoints for settlement purposes only, as the Class/Collective

Representative Emily Hunt.


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10. The Court appoints for settlement purposes only, William Turley, David Mara, and Jill

Vecchi of The Turley & Mara Law Firm, APLC, as Class/Collective Counsel for the purposes of

settlement and the releases and other obligations therein.

11. CPT Group, Inc. is appointed as Class Administrator.

12. The Notice of Collective and Class Action Settlement, in the form attached to the Joint

Stipulation and Settlement Agreement as Exhibit 1, is approved.

13. The FLSA Settlement Claim Form and Release of Claims (hereinafter referred to as the

“FLSA Claim Form”), in the form attached to the Joint Stipulation and Settlement Agreement as

Exhibit 2, is approved.

14. The Class Administrator is ordered to mail the Notice of Collective and Class Action

Settlement and FLSA Claim Form to the California Class and FLSA Collective Members as provided

in the Agreement. The Court finds that this Notice is the best notice practicable under the

circumstances and is in compliance with the requirements of Fed. R. Civ. P. 23 and applicable

standards of due process and that, when completed, shall constitute sufficient notice to

Class/Collective Members of the settlement, the Final Approval Hearing, and the right to be excluded

from the settlement.

15. Each Participating California Class and FLSA Collective Member will have forty-five

(45) days after the date on which the Class Administrator mails the Class/Collective Notice to object

to the settlement by mailing a written objection to the Class Action Clerk, United States District Court

for the Northern District of California, 450 Golden Gate Avenue, San Francisco, California 94102.

Any Objections shall state: (a) the objecting person’s full name, address, and telephone number; (b)

the words “Notice of Objection” or “Formal Objection;” (c) describe, in clear and concise terms, the

legal and factual arguments supporting the objection; (d) list identifying witness(es) the objector may

call to testify at the Final Approval Hearing; and (e) provide true and correct copies of any exhibit(s)

the objector intends to offer at the Final Approval Hearing. The objection will not be valid if it objects


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only to the appropriateness of the Action or its merits. The objection and supporting papers must also

clearly identify the case name and number (Hunt v. VEP Healthcare, Inc., Case Number 16-cv-04790).

16. Each California Class Member who wishes to be excluded from the settlement shall

sign and mail a written request for exclusion to the Settlement Administrator. The written request for

exclusion must: (a) state the Class Member’s name, address, telephone number, and social security

number; (b) state the Class Member’s intention to exclude themselves from or opt-out of the

Settlement; (c) be addressed to the Settlement Administrator; (d) be signed by the Class Member or

their lawful representative; and (e) be postmarked no later than forty-five (45) days after the Settlement

Administrator first mails the Notice to the Class.

17. Each FLSA Collective Member who wishes to participate in the settlement of the FLSA

Collective claims, will be required to submit the FLSA Claim Form to the Settlement Administrator

within forty-five (45) days of the Notice of Collective and Class Action Settlement and FLSA Claim

Form being mailed out. To be a valid claim submission, the FLSA Claim Form must be post-marked

no later than forty-five (45) days after the Notice and FLSA Claim Form were mailed out by the

Administrator.

18. If the Agreement is not finally approved by the Court or for any reason is terminated

or otherwise does not become effective, the following will occur: (1) this Preliminary Approval Order,

and all of its provisions, will be automatically vacated; (2) the case will proceed as if no settlement

has been attempted and notice will be provided to the putative Class/Collective Members that the

settlement will not proceed and that, as a result, no payments will be made; (3) no party shall be

deemed to have waived any claims, objections, rights, or defenses, or legal arguments or positions,

including, but not limited to, objections to class certification and claims and defenses on the merits;

(4) no term or draft of the Agreement, or any aspect of the Parties’ settlement discussions, including

related documentation, will have any effect or be admissible into evidence for any purpose in the case

or in any other proceeding; and (5) Defendant shall have no obligation to pay all or any part of the

settlement.


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19. During the Court’s consideration of the settlement and pending further order of the

Court, all proceedings in this case, other than proceedings necessary to carry out the terms and

provisions of the Agreement, or as otherwise directed by the Court, are hereby stayed and suspended.

20. The Parties may depart from the dates and procedures if mutually agreed upon and such

departures are not materially different from the terms of this Order.

Date: ____________________________Honorable Vince ChhabriaUnited States District Court Judge


EXHIBIT 4


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28 [PROPOSED] ORDER GRANTING MOTION FOR Case No 3:16-CV-04790-VCFINAL APPROVAL OF CLASS ACTION SETTLEMENT

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Plaintiff,

v.


Defendants.


[PROPOSED] ORDER GRANTING MOTIONFOR FINAL APPROVAL OF CLASS ANDCOLLECTIVE ACTION SETTLEMENT;AWARD OF ATTORNEYS’ FEES, COSTS,CLASS REPRESENTATIVE ENHANCEMENTPAYMENTS, CLAIMS ADMINISTRATIONEXPENSES; AND ENTERING JUDGMENT

Date: TBDTime: TBDJudge: Hon. Vince ChhabriaDept.: 4



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28[PROPOSED] ORDER GRANTING MOTION FOR Case No 3:16-CV-04790-VCFINAL APPROVAL OF CLASS AND COLLECTIVEACTION SETTLEMENT

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This matter came on for hearing on TBD, in Courtroom 4 of the above-captioned Court on the

Motion for Final Approval of Class Action Settlement; Award of Attorneys’ Fees, Costs, Class

Representative Enhancement Payments, Claims Administration Expenses; and Entering Judgment.

Having received and considered the Joint Stipulation and Settlement Agreement (hereinafter

the “Agreement”), the supporting papers filed by the Parties, and the evidence and argument received

by the Court in conjunction with the Motion for Preliminary Approval of Class and Collective Action

Settlement, and the instant Motion for Order Granting Final Approval and Entering Judgment, the

Court grants final approval of the Settlement and HEREBY ORDERS AND MAKES THE

FOLLOWING DETERMINATIONS:

1. Pursuant to the Order Granting Motion for Preliminary Approval of Class and

Collective Action Settlement, a Notice of Collective and Class Action Settlement (“Notice”) was

mailed to all members of the California Class and FLSA Collective by first-class U.S. Mail on TBD.

The Court finds that distribution of the Notice in the manner set forth in this Order and the Agreement

constituted the best notice practicable under the circumstances, and constituted valid, due and

sufficient notice to all members of the California Class and FLSA Collective, complying fully with

the requirements of Rule 23 of the Federal Rules of Civil Procedure, the Constitution of the United

States, and any other applicable laws. The Notice set forth herein and in the Agreement provides a

means of notice reasonably calculated to apprise the California Class and FLSA Collective members

of the pendency of the action and the proposed settlement, and thereby meets the requirements of

Rule 23(c)(2) of the Federal Rules of Civil Procedure, as well as due process under the United States

Constitution and any other applicable law, and shall constitute due and sufficient notice to all

California Class and FLSA Collective members entitled thereto. The Notice informed the California

Class and FLSA Collective of the terms of the Settlement, of their right to submit objections, if any,

and to appear in person or by counsel at the final approval hearing and to be heard regarding approval

of the Settlement. The Notice also apprised California Class members of their right to request

exclusion from the California Class and the settlement. In addition, the Notice apprised FLSA

Collective members of their right to participate in the FLSA Collective by mailing a Claim Form to


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the Settlement Administrator. The Notice also apprised California Class and FLSA Collective

members of the hybrid nature of the action, the claims involved, and of the date set for the Final

Approval hearing. Adequate periods of time were provided by each of these procedures. INSERT

member(s) of the California Class filed written objections to the proposed settlement as part of this

notice process or stated an intention to appear at the final approval hearing. INSERT member(s) of

the California Class has/have requested exclusion from the California Class and the settlement.

INSERT member(s) of the FLSA Collective have filed FLSA Claim Forms and have opted-in to the

FLSA Collective.

2. The Court finds and determines that this notice procedure afforded adequate protections

to California Class and FLSA Collective members and provides the basis for the Court to make an

informed decision regarding approval of the Settlement based on the responses of California Class

and FLSA Collective members. The Court finds and determines that the Notice was the best notice

practicable, which satisfied the requirements of law and due process.

3. Solely for the purpose of settlement in accordance with the Agreement, the Court finds

that the requirements of Rule 23 of the Federal Rules of Civil Procedure and other laws and rules

applicable to settlement approval of class actions have been satisfied, and the Court hereby certifies

a class of all individuals employed by VEP Healthcare, Inc. as Physician’s Assistants in the state of

California who were eligible to receive productivity pay from April 6, 2011 to May 15, 2017.

4. Pursuant to the Agreement, and for settlement purposes only, the Court further finds as

to the California Class that:

a. The Class is so numerous that joinder of all members is impracticable

b. There are questions of law or fact common to the Class which predominate

over the questions affecting only individual members;

c. The claims of the Class Representative are typical of the claims of the Class

that the Class Representative seeks to certify;


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d. The Class Representative, Plaintiff Emily Hunt, will fairly and adequately

protect the interests of the Class and is, therefore, appointed as the

representative of the Class;

e. Class Counsel, The Turley & Mara Law Firm, APLC, will fairly and

adequately protect the interests of the Class and are qualified to represent the

Class and are, therefore, appointed as attorneys for the Class for purposes of

settlement; and

f. Certification of the Class is superior to other available methods for fair and

efficient adjudication of the controversy.

5. Solely for the purpose of settlement in accordance with the Agreement, the Court finds

that the requirements of 29 U.S.C. § 216(b) and other laws and rules applicable to settlement approval

of collective actions have been satisfied, and the Court hereby certifies a collective of all individuals

employed by VEP Healthcare, Inc. anywhere in the United States as Physician’s Assistants who were

eligible to receive productivity pay from April 6, 2012 through May 15, 2017.

6. Pursuant to the Agreement, and for settlement purposes only, the Court further finds as

to the FLSA Collective that the collective members are similarly situated.

7. The Court finds that the settlement is fair when compared to the strength of Plaintiff’s

case, Defendant’s defenses and financial condition, the risks involved in further litigation and

maintaining class and collective status throughout the litigation, and the amount offered in settlement.

8. The Court finds that the Parties conducted extensive investigation and research, and

that their attorneys were able to reasonably evaluate their respective positions.

9. The Court finds that Class/Collective Counsel has extensive experience acting as class

counsel in complex class action cases and their view on the reasonableness of the settlement was

therefore given its due weight.

10. The Court further finds that the Class’ reaction to the settlement – with no requests for

exclusion or objections – weighs in favor of granting Final Approval of the Settlement.


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11. The Court finds that the Collective’s reaction to the settlement – with INSERT

members submitting valid FLSA Claim Forms and, thus, opting-in to the settlement – weights in favor

of granting Final Approval of the Settlement.

12. The Agreement is not an admission by Defendant, nor is this Order a finding of the

validity of any allegations or of any wrongdoing by Defendant. Neither this Order, the settlement, nor

any document referred to herein, nor any action taken to carry out the settlement, shall be construed

or deemed an admission of liability, culpability, negligence, or wrongdoing on the part of Defendant.

13. The Court finds and determines that the individual payments to be paid to each

Participating California Class Member and Participating FLSA Collective Member as provided for by

the settlement are fair and reasonable. The Court hereby gives final approval to and orders the payment

of those amounts be made to the Participating California Class Members and Participating FLSA

Collective Members in accordance with the terms of the Settlement.

14. Class Counsel have conferred a benefit on absent California Class and FLSA Collective

members and having expended efforts to secure a benefit to the class and collective is entitled to a fee

and, accordingly, the Court approves the application of Class Counsel for $500,000 for their attorneys’

fees and $40,000 for their litigation costs and expenses. The Court does not find that the attorney fee

award of $500,000 and costs of $40,000 is a disproportionate distribution of the settlement under In

Re Bluetooth Product Liability Case (“Bluetooth”) 654 F.3d 935 (9th Cir. 2011). The Court also finds

the attorney fee award here is not unreasonable under Bluetooth, because the Parties did not arrange

for fees to revert to Defendant in the event the Court awarded less than requested.

15. The Class Representative Enhancement in the amount of $10,000 for Plaintiff is

approved and ordered paid in accordance with the terms of the Settlement Agreement.

16. The Court finds and determines the administration fees to be necessary in

administrating the settlement. Therefore, the Court finds and determines that the payment to be paid

to the Settlement Administrator, CPT Group, Inc., in the sum of $INSERT for its fees and expenses

incurred is fair and reasonable. The Court hereby orders the Settlement Administrator to make this

payment of $INSERT to itself in accordance with the terms of the Agreement.


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17. The Class Representative and all Participating California Class Members and

Participating FLSA Collective Members are permanently barred and enjoined from prosecuting

against Defendant, and the Released Parties, any of the Released Claims as defined in the Agreement.

18. Without affecting the finality of this Order in any way, the Court retains jurisdiction of

all matters relating to the interpretation, administration, implementation, effectuation and enforcement

of this order and the settlement.

19. Nothing in this Order shall preclude any action to enforce the Parties’ obligations

pursuant to the Agreement or pursuant to this Order, including the requirement that Defendant makes

payments to Participating California Class Members and Participating FLSA Collective Members in

accordance with the settlement.

20. The Court hereby enters final judgment in this case in accordance with the terms of the

Agreement, Order Granting Motion for Preliminary Approval of Class and Collective Action

Settlement, and this Order.

21. This Order shall constitute a final judgment.

22. The Parties shall bear their own costs and attorneys’ fees except as otherwise provided

by the Settlement Agreement and this Order.

IT IS SO ORDERED.

Date: ____________________________Honorable Vince ChhabriaUnited States District Court Judge


Documents

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