Opinion

Sevag Chalian v. CVS Pharmacy, Inc

Court: District Court, C.D. California
Filed: Jul 16, 2021
Cited by: 0 cases
Authority: More cited than 18.0%

The opinion

1 JS-6

UNITED STATES DISTRICT COURT

FOR THE CENTRAL DISTRICT OF CALIFORNIA

10 SEVAG CHALIAN, et al., CASE NO.: 2:16-cv-08979-AB-AGR

Plaintiffs,

Related Case No.: 2:20-cv-02401-AB-

12 v. AGR

CVS PHARMACY, INC., a Rhode

Island corporation; CVS RX Assigned to Hon. André Birotte Jr.

14 SERVICES, INC., a New York

corporation; GARFIELD BEACH [PROPOSED] ORDER AND

15 CVS, LLC, a California limited JUDGMENT GRANTING (1)

liability company; and DOES 1 thru MOTION FOR ORDER

16 100, inclusive, GRANTING FINAL APPROVAL

OF CLASS ACTION

17 Defendants. SETTLEMENT AND (2) MOTION

FOR AWARD OF ATTORNEYS’

18 FEES, COSTS, AND CLASS

REPRESENTATIVE

19 INCENTIVE/SERVICE AWARDS

20 DATE: December 4, 2020

TIME: 10:00 am

21 PLACE: Crtm. 7B, 350 West First

St., Los Angeles, CA

23 Complaint Filed: July 20, 2016

Action Removed: December 5, 2016

1 This matter came before the Court for hearing on December 4, 2020 for final

2 approval of the Settlement. The parties have submitted their Global Settlement

3 Agreement (“Settlement Agreement”) evidencing their proposed settlement (the

4 “Settlement”), which this Court preliminarily approved in its August 5, 2020 Order.

5 In accordance with the preliminary approval order, Settlement Class Members have

6 been given notice of the terms of the Settlement and the opportunity to object to it.

7 In addition, pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. § 1715

8 (“CAFA”), the Attorney Generals of each sta te where Settlement Class members

9 resided at the time notice was issued have been given notice of the Settlement.

10 Notice of this Settlement was also provided to the Labor and Workforce

11 Development Agency.

12 The Court has received and considered the Global Settlement Agreement dated

13 March 2, 2020, as amended by the First Amendment to Global Settlement

14 Agreement dated November 6, 2020 and the Second Amendment to Global

15 Settlement Agreement dated March 19, 2021 which the Court hereby approves (all

16 attached hereto as Exhibit A), the supporting papers filed by the parties, and the

17 evidence and argument received by the Court at the final approval hearing on

18 December 4, 2020. For the reasons explained at length in the Court’s concurrently-

19 issued ORDER GRANTING PLAINTIFFS’ MOTION FOR FINAL APPROVAL

20 AND FOR AN AWARD OF ATTORNEYS’ FEES, AND OVERRULING

21 OBJECTIONS, the Court GRANTS final approval of the Settlement, and HEREBY

22 ORDERS and MAKES DETERMINATIONS as follows:

24 1. The Motion for Order Granting Final Approval of Class Action

25 Settlement and Motion for Award of Attorneys’ Fees, Costs, and Class

26 Representative Incentive/Service Awards are hereby granted in their entirety.

1 Settlement Agreement, attached as Exhibit A.

3 3. This Court has jurisdiction over the subject matter of this litigation and

4 over all Parties to this litigation pursuant to the CAFA, including all Settlement Class

5 Members.

7 4. Pursuant to Federal Rules of Civil Procedure and due process, the Court

8 hereby finally approves the Settlement set for th in the Settlement Agreement, as

9 amended, and finds that such Settlement is, in all respects, fair, reasonable and

10 adequate to the Settlement Class and to each Settlement Class Member, that the

11 Settlement is ordered finally approved, and that all terms and provisions of the

12 Settlement should be and hereby are ordered to be consummated. The Court further

13 finds that the Settlement Agreement, as amended, and the Settlement set forth therein

14 were entered into in good faith following arms-length negotiations and is non-

15 collusive, and that the Settlement Classes as defined in the Settlement Agreement be

16 certified for settlement purpose s only pursuant to Fed. R. Civ. P. 23(b)(3).

18 5. The Court further finds that the Parties have conducted extensive and

19 costly investigation and research and counsel for the Parties are able to reasonably

20 evaluate their respective positions. The Court also finds that settlement at this time

21 will avoid additional substantial costs, as well as avoid the delay and risks that would

22 be presented by the further prosecution of this case. The Court has noted the

23 significant benefits to the Settlement Class Members under the Settlement. The

24 Court also finds that the Settlement Classes (defined in the Settlement Agreement

25 and below) are properly certified for settlement purposes only under Fed. R. Civ. P.

26 23(b)(3) and are therefore finally certified for settlement purposes only.

1 enforced according to its terms.

3 7. For purposes of this Judgment, the following Settlement Classes will be

4 certified (collectively referred to as the “Settlement Class”):

5 a. Pharmacist Settlement Class: All hourly, non-exempt retail

6 pharmacists who worked in Regions 65 or 72 in California between July 20, 2012 and

7 the date of the Preliminary Approval Order, whose claims are not subject to arbitration

8 and who have not previously released and/or adjudicated the Released Claims, and

9 whose LEARNet and/or Site Minder data indicates activity when time punch records do

10 not show he or she was clocked-in; and

11 b. Retail Pharmacy Settlement Class: Any person who is not a member

12 of the Pharmacist Settlement Class who held an hourly, non-exempt position in a CVS

13 retail pharmacy in the State of California between August 3, 2014 and the date of the

14 Preliminary Approval Order who has not previously released and/or adjudicated the

15 Released Claims.

17 8. The following Settlement Class Members have validly opted-out of this

18 action and are thus not bound by the Rule 23 settlement:

SIMID FirstName LastName

5748 Neil Patel

20 6269 Felicia Ivy

6315 Daisy Tavares

13684 Kazim Cevik

22 14595 Yousef Trabouly

23 19651 Pauline Mikhail

12570 Marlcos Abayhon

19341 Mehrnaz Akhavan

25 8294 Isabel Alexander

4173 Behnam Amir-Behboudi

6538 Samantha Andrews

27 15149 Jaweed Assar

20088 Marisol Baez

1 17671 Kristina Bailey

13016 Johni Ballout

2 11486 Brianna Bertrand

272 Carmen Blanco

16870 Dayna Bowles

4 7181 Anne Cabrera

5 2340 Abel Cachola

8946 Deisy Campbell

2352 Heather Cano

7 828 Celia Carlton

5157 Steven Chalker

9424 Maisha Cherry

9 2267 Robyn Corry

16088 Margee Mae Dela Cruz

9972 Jose Delgado

11 17656 Hardeep Dhillon

19069 Michelle Dias

10940 Meredieth Dorado

13 18907 Regine Angela Duhon

14 2871 Lamise Elsayed

2026 Masoumeh Esfandiari

16671 Consuelo Estrada- Rodriguez

16 17291 Mary Fatouh Albana

17259 Brittany Francisco

10054 Diane Gailey

18 7533 Candice Gamez

13048 Elizabeth Gardner

12988 Beshoy Gerges

20 2794 Randall Gibbs

13626 Devonna Gilmore

153 Rachel Goff

22 8421 Roxanna Gonzalez

23 1447 Mehrnaz Hakimi

3166 Stephanie Han

24 4997 Tatiana Hartz

25 18078 Jasmine Hashemieh-Estes

17146 Deborah Haycox

3253 Lisa Helgerson

27 10376 Joanna Hernandez

17789 Maribel Hernandez

1 16630 Kaitlyn Holdren

5596 Heng Hsu

2 22165 Ryan Hyams

2439 Mahran Izoli

23025 Nikkolae Jacinto

4 23411 Melanie Jipp

5 16937 Jeanny Keota

8450 Harleen Khaira

9308 Myoungja Kim

7 23150 Diane Kim

20697 Tiffany King

8620 Philip Kitchen

9 4404 Amaris Lane

19661 Shaina Larmore

18278 Lyna Le

11 13859 Michelle Masshar

2924 Kelly Matsuura

13251 Nora Meincke

13 8236 Kyrollos Mekail

14 18263 Shirin Moghtanei

19186 Patricia Moore

5123 Betty Nabizadeh

16 18384 Maikel Nagib

22403 Trent Nelson

12127 Nikkie Nguyen

18 1718 Marlon Ordenana

19930 Shivjot Pabla

13117 Elisha Pennington

20 23700 Silva Petrosyan

3275 Lieu Pham

23101 Sarah Pollard

22 19579 Steve Quan

23 24118 Aryan Rabbani

23179 Randall Radtke

24 23811 Mariam Rafiqi

25 15683 Tiffany Samouha

15855 Michael Schmidt

4561 Debbie Schultz

27 1178 Daniel Setiawan

18681 Pontea Shabkhiz

1 23120 Azaria Shahbazian

19351 David Stillman

2 7464 Jay Surati

600 Amaar Taha

16850 Alani Tong

4 923 Robert Wilson

5 20569 Mitchell Woothen

5031 Jessica Xe

17989 Amir Zand

8 Three (3) Settlement Class Members v alidly objected to the Settlement:

9 1. Tina Lee

10 2. Parvin Ghassemian

11 3. Trent Andrews

12 After thorough review and careful consideration, the Court overrules all

13 objections made to the Settlement. The “proper standard for approval of the proposed

14 [class action] settlement is whether it is fair, reasonable, adequate, and free from

15 collusion—not whether the class members could have received a better deal in

16 exchange for the release of the ir claims.” In re Linkedin User Privacy Litig., 309

17 F.R.D. 573, 583 (N.D. Cal. 2015). “In reviewing the proposed settlement, a court

18 need not address whether the settlement is ideal or the best outcome, but only

19 whether the settlement is fair, free of collusion, and consistent with plaintiff’s

20 fiduciary obligations to the class.” In re Regulus Therapeutics Inc. Sec. Litig., No.

21 3:17-CV-182-BTM-RBB, 2020 WL 6381898, at *2 (S.D. Cal. Oct. 30, 2020);

22 Wilson v. TE Connectivity Networks, Inc., No. 14-CV-04872-EDL, 2019 WL

23 4242939, at *5 (N.D. Cal. Sept. 6, 2019) (same); see Hanlon v. Chrysler Corp., 150

24 F.3d 1011, 1027 (9th Cir. 1998). For the reasons explained in the concurrently-issued

25 Order, the Court finds the proposed Settlement is fair, reasonable, adequate, and free

26 from collusion. The Court further finds Plaintiffs and their counsel have met their

27 fiduciary obligations to the class.

2 9. As of the Settlement Effective Date, each and every Released Claim as

3 set forth in the Settlement Agreement, as amended, of each and every Settlement

4 Class Member is and shall be deemed to be conclusively released as against the

5 Released Parties. All Settlement Class Members as of the Effective Date are hereby

6 forever barred and enjoined from prosecuting the Released Claims against the

7 Released Parties.

9 10. The Settlement Administrator, Simpluris, Inc., shall establish a

10 settlement fund to be funded by Defendants in accordance with the provisions of the

11 Parties’ Settlement Agreement. The Settlement Administrator shall distribute: (1)

12 checks representing the individual settlement amounts made payable to the

13 Settlement Class Members; (2) Class Counsel’s reasonable attorneys’ fees and costs;

14 (3) the Class Representatives Incentive/Service Awards; (4) payment to the LWDA;

15 and (5) employee and employer payroll taxes. The manner and timing of said

16 payments shall be in accordanc e with the Settlement Agreement attached hereto as

17 Exhibit A. The Court finds the manner and timing of payment is fair and reasonable.

18 Any residual settlement funds remaining as a result of settlement checks that remain

19 uncashed for the period set forth in the Settlement Agreement shall be paid to the

20 unclaimed wages fund of the State of California. For administering the settlement,

21 Simpluris shall be paid $98,750.00 out of the Gross Settlement Amount.

23 11. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedures, the

24 Court hereby confirms the appointment of Michael S. Morrison of Alexander

25 Morrison and Fehr LLP, Michael H. Boyamian and Armand R. Kizirian of Boyamian

26 Law, Inc., Thomas W. Falvey of the Law Offices of Thomas W. Falvey, R. Craig

27 Clark and Alicja A. Urtnowski of Clark Law Group, and Walter Haines of United

2 12. The Court hereby awards Class Counsel a reasonable attorneys’ fee in

3 the amount of $2,592,836.65, and their litigation costs in the amount of $32,385.77.

4 As explained in the concurrently-issued Order, these amounts are fair and reasonable

5 in light of Class Counsel’s experience, the degree of success and the benefits being

6 conferred on the Class, the work performed on the case, and the litigation costs

7 incurred, among other factors. The Court further finds that Class Counsel has

8 adequately represented the interests of the Se ttlement Class and do not have any

9 conflicts of interests with respect to their representation of the Settlement Class. The

10 Court further finds that the $2,592,836.65 of the $10,371,346.60 common fund

11 requested by Class Counsel for attorneys’ fees is also reasonable under the lodestar

12 cross-check. In re Bluetooth Headset Prod. Liab. Litig., 654 F.3d 935, 941 (9th Cir.

13 2011). This amount represents a 1.34 multiplier of the lodestar, which the Court finds

14 reasonable.

16 13. The Court further approves the Class Representative Incentive/Service

17 awards for the Class Representatives as follows: Ten Thousand U.S. Dollars and

18 Zero Cents ($10,000.00 U.S.D.), each, to Sevag Chalian, Sigfredo Cabrera, Enko

19 Telahun, and Christine McNeely; and Three Thousand U.S Dollars and Zero Cents

20 ($3,000.00) to Patrick Brennan, each ($43,000 in total). The Court finds that the

21 Class Representatives have adequately represented the Settlement Class and do not

22 have any conflicts of interest affecting their status as Class Representatives for the

23 Settlement Class.

25 14. The California Labor and Workforce Development Agency (“LWDA”

26 shall be paid $56,250, which is its 75% share of the PAGA penalty.

1 15. The Court finds that the Settlement treats Class Members equitably

2 relative to each other and that the distribution formula for the Settlement is fair,

3 reasonable, and equitable.

5 16. The Court finds that the Notice provided to the Settlement Class

6 complied with the Requirements of Fed. R. Civ. Proc. R. 23. Specifically, the Notice

7 to the Settlement Class Members was the best notice that was practicable under the

8 circumstances, and provided individual notic e to all Settlement Class Members who

9 could be identified through reasonable effort. The Notice also clearly and concisely

10 states in plain, easily understood language: (i) the nature of the action; (ii) the

11 definition of the class certified; (iii) the class claims, issues, or defenses; (iv) that a

12 class member may enter an appearance through an attorney if the member so desires;

13 (v) that the court will exclude from the class any member who requests exclusion;

14 (vi) the time and manner for requesting exclusion; and (vii) the binding effect of a

15 class judgment on members under Rule 23(c)(3).

17 17. The term “Final Effective Date” as used herein refers to the date the

18 settlement becomes final as stated in the Settlement Agreement attached herewith.

20 18. The Court shall maintain jurisdiction of this matter pursuant to enforce

21 the terms of the Settlement Agreement.

23 //

24 //

25 //

26 //

1 19. Each party is to bear their own costs, except as expressly provided in

2 | this Order and Judgment.

4] ENTERED:

(yh

OA NED tay te S02 The Honorable André Botte SSS

Judge of the United States District Court for

8 the Central District of California

EXHIBIT A

BAL SE

This Global Settlement Agreement (the “Agreement™), is made and entered into by and

between Claimants Sevag Chalian, Sigfredo Cabrera, Enko Telahun, Christine McNeely, Patrick

Brennan, and May Eldanaf (together, “Claimants™), on behalf of themselves and on behalf of the

putative class members proposed in this Agreement, on the one hand, and CVS Pharmacy, Inc.,

CVS Rx Services, Inc., and Garfield Beach CVS, LLC ("CVS"), on the other, and by Alexander

Krakow & Glick, the Law Offices of Thomas W. Falvey, Boyamian Law, Inc., Clark Law Group

and United Employees Law Group.

WHEREAS, on July 20, 2016, Sevag Chalian filed a putative wage and hour class action

against CVS in the Los Angeles County Superior Court of the State of California, and on December

5, 2016, CVS removed that action to the United States District Court for the Central District of

California, Case No. 2:16-cv-08979, where it remains pending (the “Central District of

California Action”);

WHEREAS, on August 3, 2017, Sigfredo Cabrera filed a putative wage and hour class

action against CVS in Alameda County Superior Court of the State of California;

WHEREAS, on September 5, 2017, Mr. Cabrera amended his action to add Enko Telahun

as a second named plaintiff;

WHEREAS, on October 9, 2017, CVS removed Mr. Cabrera’s and Mr. Telahun’s action -

to the United States District Court for the Northern District of California, Case No. 3:1 7-cv-05803

(the “Northern District of California Action”);

WHEREAS, on March 19, 2018, Mr. Cabrera and Mr. Telahun filed a Second Amended

Complaint naming Christine McNeely as a third named plaintiff in the Northern District. of

California Action;

WHEREAS, on July 10, 2018, Mr. Cabrera, Mr. Telahun, and Ms. McNeely sent CVS.a

proposed Third Amended Complaint naming Patrick Brennan as a fourth named plaintiff in the

Northern District of Califomia Action;

WHEREAS, on September 14, 2018, the Northern District of Califomia (Hon. William

Alsup) denied CV5’s motion to compel Ms. McNeely’s claims to arbitration, which decision CVS

appealed to the United States Court of Appeals for the Ninth Circuit, Case No. 13-15459 (the

“McNeely Appeal”);

WHEREAS, on September 25, 2018, the Northern District of California (Judge William

Alsup) granted summary judgment in CVS"s favor on Mr. Cabrera’s and Mr. Telahun’s claims

and, on January 1, 2019, entered partial judgment pursuant to Fed. R. Civ. P. 54(b), which decision

Mr. Cabrera and Mr. Telahun appealed to the United States Court of Appeals for the Ninth Circuit,

Case No. 19-15059 (the “Cabrera/Telahun Appeal”);

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WHEREAS, on March 7, 2019, May Eldanaf submitted a letter pursuant to the California

Private Attorney General Act, Cal. Lab. Code §§ 2698, et seq. (“PAGA”) to the California Labor

and Workforce Development Agency PAGA Administrator. The letter claimed CVS failedto pay

her and other pharmacists for mandatory training they were required to complete and that she

intended to file a wage and hour class action (the “Eldanaf PAGA Claim”);

WHEREAS, on July 29, 2019, Claimants and CVS (together, “the Parties”) mediated the

Central District of California Action, the Northern District of California Action (as set forth im the

proposed Third Amended Complaint), and the Eldanaf PAGA Claim (collectively, the “Wage and

Hour Actions”) in San Francisco, California before David A. Lowe, Esq., of Rudy Exelrod Zieff

& Lowe LLP, a prominent and well-respected mediator in wage and hour class litigation;

WHEREAS, although the Actions did not settle at the July 29, 2019 mediation, subsequent

discussions and arms-length negotiations through Mr. Lowe caused the parties to schedule a

second day of mediation;

WHEREAS, on November 11, 2019, the Parties engaged in a second day of mediation

before David A. Lowe, Esq., and came to an agreement in principal to resolve all pending Wage

and hour disputes between them;

WHEREAS, CVS denies that is has committed any wrongdoing or violated any state or

federal law pertaining to payment of wages or hours of work and has vigorously defended the

claims asserted by Claimants; □

WHEREAS, to avoid the expense and burden of further litigation and/or arbitration, the

Parties now desire to resolve any and all California wage and hour claims, including PAGA claims,

that were or could have been asserted by Claimants on behalf of (i) anyone who held an hourly,

non-exempt retail pharmacy position in California from August 3, 2014 to the date the court enters

an order granting preliminary approval of the class. action settlement; and (ii) anyone who worked

in an hourly, non-exempt retail pharmacist position in Regions 65 and 72 from July 20, 2012 to

the date the court enters an order granting preliminary approval of the class action settlement

whose claims are not subject to arbitration and whose LEARNet and/or Siteminder data indicates

activity when time punch records do not show he or she was clocked im; and

WHEREAS, for purposes of settlement, CVS represents that there are approximately

19,000 people who have or could have asserted the claims identified in the preceding paragraph;

NOW, THEREFORE, in consideration of the foregoing and the promises contained herein,

the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS.

In addition to various terms defined elsewhere, the terms listed in this Section shall have

the meanings ascribed to them for purposes of this Agreement:

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1.1 Settlement Administrator means Simpluris, Inc., the entity jointly selected by the

Parties to provide notice to the Settlement Classes (as defined herein) and

administer payments under the terms of this Agreement.

1.2 (Class Counsel means Alexander Krakow + Glick LLP, the Law Offices of Thomas

W. Falvey, Boyamian Law, Ime., Clark Law Group, and United Employees Law

Group. For purposes of providing any notices required under this Agreement, Class

Counsel shall refer to Michael Morrison, Alexander Krakow + Glick LLP, 1900

Avenue of the Stars, Suite 900, Los Angeles, California 90067.

1.3 Defendant’s Counsel or CVS’s Counsel means Greenberg lraurig LLP. For

purposes of providing any notices required under this Agreement, Defendant's

Counsel shall refer to James N. Boudreau, Greenberg Traurig LLP, 1717 Arch

Street, Suite 400, Philadelphia, Pennsylvania 19103.

1.4 Final Approval Order means the order entered by the United States District Court

for the Central District of California that finally and unconditionally approves of

the settlement, grants final certification of the Settlement Class for settlement

purposes only, authorizes payment to Settlement Class Members, the Settlement

Administrator, Class Counsel, and the State of California, as provided for in this

Agreement, fully and finally extinguishes the Released Claims as set forth herein,

and dismisses the consolidated Central District of California and Northern District

of California Actions in their entirety with prejudice and without costs (except as

otherwise provided herein), with the Court retaining jurisdiction over the Actions

for purposes of ensuring compliance with the terms of this Agreement and any order

of the Court issued in connection therewith.

1.5 Notice Period means the period beginning on the date the Settlement Administrator

mails notice of the Parties’ settlement, as provided for in Section 7.2, and ending

on the date forty-five (45) days thereafter, except that the Parties may agree to

extend the Notice Period for people to whom notice was mailed and returned as

undeliverable, to the extent that the Settlement Administrator re-sends notice after

following up through skip-tracing efforis. The Notice Period may only be extended

under these circumstances upon agreement and consent of all Parties.

1.6 Pharmacist Settlement Class means hourly, non-exempt retail pharmacists who

worked in Regions 65 or 72 in California between July 20, 2012 and the date of the

Preliminary Approval Order, whose claims are not subject to arbitration and which

have not previously been released and/or adjudicated, and whose LEARNet and/or

Siteminder data indicates activity when time punch records do not show he or she

was clocked-in.

1.7 Retail Pharmacy Settlement Class means any person who held an hourly, non-

exempt position in a CVS retail pharmacy in the State of California between August

3, 2014 and the date of the Preliminary Approval Order who has not previously

released and/or adjudicated the Released Claims.

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1.8 Preliminary Approval Order means an order entered by the United States District □

Court for the Central District of California that conditionally certifies the

Pharmacist Settlement Class and the Retail Pharmacy Settlement Class for

settlement purposes only, for the purposes of providing notice as described in

Section 7, that preliminarily approves of the Parties’ proposed settlement, that

requires any requests for exclusion from the settlement or objections to the

settlement to be postmarked and received by the last day of the Notice Period, and

that sets a date for a hearing concerning final approval of the settlement (the “Final

Approval Hearing”) no sooner than 100 days but no later than 125 days after the

entry of the Preliminary Approval Order.

1.9 QSF means qualified settlement fund, within the meaning of Treasury Regulation

§ 1.468B-1, ef seg., set up by the Settlement Administrator for administration of

the settlement.

1.10 Released Claims means those claims released by the Settlement Class Members as

set forth in Section 4.3.

1.11 Settlement Class Members or Settlement Class refers to the people in the

Pharmacist Settlement Class and the Retail Pharmacy Settlement Class who do not

opt out of this settlement pursuant to Section 7.4.

1.12 Settlement Effective Date means the date after which the Final Approval Order

will be final and no longer subject to appeal. Specifically:

a. If no appeal is taken, on the date on which the time to appeal (including any

possible extension of time to appeal) has expired (sixty-one (61) days absent a

longer extension), or

b. If an appeal is taken, the date on which all appeals, including petitions for

rehearing or re-argument, petitions for rehearing en banc and petitions for

certiorari or any other form of review, have been finally disposed of, such that

the time to appeal (including any potential extension of time) has expired.

1.13 Wage and Hour Actions means the Central District of California Action, the

Northern District of California Action (as set forth in the proposed Third Amended

Complaint), and the Eldanaf PAGA Claim, collectively.

2. NO ADMISSION OF LIABILITY AND NO CONCESSION AS TO THE MERITS.

CVS enters into this Agreement to avoid the risks, uncertainty, expense and burden. of

further litigation. CVS denies that it violated the law in any manner and specifically denies

that it violated any statutory or common law as alleged by Claimants. The Parties agree

and acknowledge that neither this Agreement nor their settlement shall be alleged or

construed by anyone to be an admission of any violation of any federal, state or local

statute, ordinance, or regulation, or of any duty owed by CVS to current or former

employees, and that the sole purpose of this Agreement is to avoid the cost of further

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litigation. This Agreement is a settlement document and shall be inadmissible as evidence

in any proceeding, except in a proceeding to approve, interpret,-or enforce its terms.

3. MAXIMUM SETTLEMENT AMOUNT AND ALLOCATION

3.1 Maximum Settlement Amount as used herein means the maximum amount that

will be paid under this Agreement, inclusive of all payments made to Settlement

Class Members, to Claimants, including any service awards paid to Claimants, to

Class Counsel for attorneys’ fees and costs, to the California Labor and Workforce

Development Agency (“LWDA”) in settlement of PAGA claims, to the Settlement

Administrator for settlement administration costs, including CAFA notices, and of

penalties, interest and taxes.

The Maximum Settlement Amount is equal to Nine Million Seven Hundred

Fifty Thousand U.S. Dollars and Zero Cents (39,750,000.00 U.S.D.). In no

event shall CVS be liable for more than the Maximum Settlement Amount as a

result of this settlement, except for the employer's share.of payroll taxes, which

CVS shall be obligated to pay separate and apart from the Maximum Settlement

Amount. The Maximum Settlement Amount shall be allocated as described in

this Section 3.

a. Class Counsel may seek court approval of, and CVS will not oppose Class

Counsel's request for, attorneys’ fees in an amount not to exceed 30% of the

Maximum Settlement Amount, Two Million Nine Hundred and Twenty-Five

U.S. Dollars and Zero Cents ($2,925,000.00 U.S.D.), in addition to reasonable

litigation costs incurred by Class Counsel in litigation and settlement of the

Wage and Hour Actions (not to exceed $50,000). Amy such request shall be

filed no later than twenty-eight (28) calendar days before the Final Approval

Hearing.

b. Any attorneys’ fees and costs approved and paid as part of this settlement

(“Attorneys’ Fees and Costs”) shall be paid from the Maximum Settlement

Amount.

c. Any amounts not approved and awarded by the Court shall be added to the

portion of the Net Settlement Amount that does not include PAGA payments

for pro rata distribution to Settlement Class Members.

d. If the Court reduces or does not approve the requested Attorneys’ Fees and

Costs, Class Counsel shall not have the right to revoke this settlement or

Agreement, which shall remain binding.

e. The Settlement Administrator shall issue Class Counsel an IRS Form 1099 for

the payment of Attorneys’ Fees and Costs, as required by law.

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£ Attorneys’ Fees and Costs shall be paid directly to Class Counsel, by wire

transfer from the QSF within fourteen (14) calendar days after the Settlement

Effective Date.

3.3 Service Awards.

a. In exchange for their service as Class Representatives and/or as Representative

for the State of California under PAGA, Class Counsel may petition for an

award of service payments to Claimants. Any such petition shall be filed no

later than twenty-eight (28) calendar days before the date of the Final Approval

Hearing.

b. Any service payments awarded to Claimants shall be paid from the Maximum

Settlement Amount and shall reduce the Net Settlement Amount.

c. Any service payments awarded to Claimants shall be in addition to any

payments they are entitled to receive as members of the Settlement Class

pursuant to Section 3.6.

d. Any such service payments awarded by the Court shall be distributed by the

Settlement Administrator in separate checks mailed contemporaneously with

the mailing of checks pursuant to Section 3.6(d). Such service payment checks

shall be allocated 100% as non-wage income, for which a Form 1099 shall issue

to the Claimant, and shall be reported to state and federal taxing authorities as

such. These checks will expire one-hundred and eighty (180) calendar days

after they are issued, but a failure to deposit or cash a check within this time

shall have no effect on the Claimant’s release of Released Claims pursuant to

Section 4,2.

CVS will not oppose any request by Class Counsel for service payments to the

Claimants of up to the following amounts:

i. Ten Thousand U.S. Dollars and Zero Cents ($10,000.00 U.S.D.) each to

Sevag Chalian, Sigfredo Cabrera, Enko Telahun, and Christine McNeely;

and

il, Three Thousand U.S Dollars and Zero Cents ($3,000.00) to Patrick

Brennan.

f. To the extent that the Court does not approve the entire amount of service

payments requested by Class Counsel for each Claimant, the outstanding and

unapproved portion of the total requested amount shall be added to the portion

of the Net Settlement Amount that does not include PAGA payments for pro

rata distribution to Settlement Class Members.

34 PAGA Payments. Seventy-Five Thousand U.S. Dollars ($75,000.00 U.S.D.) of the

Maximum Setthement Amount shall be allocated to the settlement of the PAGA

claims asserted by Claimants. Seventy-five percent (75%) of the PAGA allocation, □

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or $56,250.00 U.S.D., shall be paid to the State of California LWDA no later than

fourteen (14) calendar days following the Settlement Effective Date. Twenty-five

percent (25%) of the PAGA allocation, or $18,750.00 U.S.D., shall be paid to Retail

Pharmacy Settlement Class members employed between August 3, 2016 and the

date of preliminary approval (“PAGA Payment”), as described below.

3.5 Settlement Administration Costs. Settlement administration costs, including but

not limited to the costs of printing, distributing, and tracking documents for this

settlement: distributing notices and settlement payments to Settlement Class

Members; providing necessary reports and declarations; and other duties~and

responsibilities necessary to administer this setthement, as requested juintly by the

Parties, shall be paid out of the Maximum Settlement Amount by wire transfer from

the QSF within One-Hundred and Eighty (180) calendar days after the Settlement

Effective Date. Settlement Administration Costs shall not exceed $75,000.00.

3.6 Net Settlement Amount, The “Net Settlement Amount” is the Maximum

Settlement Amount less Attomeys’ Fees and Litigation Costs, Service Awards,

PAGA Payment to the Califormia L.WDA, and Settlement Administration Costs.

a. A portion of the Net Settlement Amount equal to $75,000.00 U.S.D. shall be

deemed penalties and interest paid pursuant to the PAGA (of which 75% (or

$56,250.00 U.S.D.) shall be distributed to the LWDA and 25% of which (or

$18,750.00 U.S.D.) shall be allocated for settlement of employees’ PAGA

claims and thus remain in the Net Settlement Amount). A separate PAGA-only

fund will be created from the Net Settlement Amount to distribute the PAGA

Payment ($18,750.00) to Retail Pharmacy Settlement Class members employed

between August 3, 2016 and the date of preliminary approval.

b. Of the remaining Net Settlement Amount (which excludes the $18,750.00

PAGA Payment to employees), one-third (1/3) shall be deemed wages subject

to Form W-2 reporting, one-third (1/3) shall be deemed non-PAGA civil

penalties subject to Form 1099 reporting, and one-third (1/3) shall be deemed

interest subject to Form 1099 reporting. The Settlement Administrator shall be

responsible for issuing to Settlement Class Members a form W-2 for the

amounts deemed wages and an IRS Form 1099 for the amounts allocated as

penalties and interest. The PAGA portion will be treated as civil penalties

subject to Form 1099 reporting.

Payments of the Net Settlement Amount to Settlement Class Members shall be

reduced as necessary to account for mandatory payroll withholdings. Recipients

of payments pursuant to this Agreement are exclusively responsible for all other

tax obligations except the employer's share of payroll taxes, which shall be paid

by CVS separate and apart from the Maximum Settlement Amount.

d. The Settlement Administrator shall issue and mail all settlement payment

checks to each Settlement Class Member who does not opt out of the settlement

within twenty-one (21) calendar days of the Settlement Effective Date.

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e. Payments to Settlement Class Members: Except as otherwise provided for

herein, the Settlement Administrator shail allocate the non-PAGA portion of

the Net Settlement Amount among Settlement Class Members as follows.

i. The Settlement Administrator shall calculate the total number of weeks

worked and the weekly rate for all members of the Pharmacist Settiement

Class Members and the Retail Pharmacy Settlement Class. If a Settlement

Class Member was employed for only part of a workweek, he or she will be

credited for purposes of this Settlement with a fraction of the workweek,

rounded up or down to the nearest two-digit decimal and based upon a five-

day work week. Each Settlement Class Member's share shall be determined

by multiplying an individual's number of qualifying workweeks by the

individual's weekly rate (i.c., the individual's rate of pay for a week, which

is his or her hourly rate of pay multiplied by 40 hours) for the applicable

class period. This number will be divided by the total number of workweeks

worked by all Settlement Class Members multiplied by the total amount of

weekly rates for all Settlement Class Members (ie., sum of all Settlement

Class Members’ weekly rates) during the applicable class period. The

Settlement Administrator shall withhold and separately pay to the relevant

government entities all applicable employee-side payroll tax withholdings

from the individual settlement shares of the Settlement Class Members.

(Individual Weekly Pay Rate x Individual

Workweeks)

Net Settlement Amount x

(Total of all Settlement Class Members’ Weekly Pay

Rates x Total Workweeks for all Settlement Class

Members)

ii. With respect to the PAGA-portion of the Net Settlement Amount, this shall

be distributed in the same manner as the non-PAGA portion, except that

payments will be made to all members of the Retail Pharmacy Settlement

Class employed between August 3, 2016 and the date of preliminary

approval regardless of whether they opt-out.

4. RELEASES

4.1 The releases contained in this Section apply to release-CVS and their parent

companies, subsidiaries, affiliates, benefit plans, plan fiduciaries and/or

administrators, business units, shareholders, members, and all of its and their

predecessors and successors, officers, directors, agents, employees and assigns, and

all persons acting through, under or in concert with them (the “Released Parties”),

as set forth below.

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4.2 As of the Settlement

Effective Date, in consideration for the promises set for this in this Agreement,

including the service awards, each Claimant, individually, with the exception of

May Eldanaf, and for their successors, assigns, agents, executors, heirs, and

personal representatives, voluntarily waives and releases any and all claims,

obligations, demands, actions, rights, of action and liabilities against the

Released Parties of whatever kind and nature, character, and description, whether

in law or equity, whether sounding in tort, contract, state, federal and/or local law,

statute, ordinance, regulation, constitution, common law, or other source of Jaw or

contract, whether known or unknown and whether anticipated or unanticipated,

including all claims arising from or relating to any and all acts, events and

omissions occurring prior to the date of the signing of this Agreement, including

but not limited to, all claims which relate in any way to each Claimant’s

employment and/or separation of employment with CVS or any of the Released

Parties.

Section 1542 of the California Civil Code. This Agreement is intended to

be effective as a general release of and bar to all claims as stated in this Section 4.2.

Claimants specifically waive the protections of California Civil Code Section 1542,

which states:

“A GENERAL RELEASE DOES NOT EXTEND TO

CLAIMS THAT THE CREDITOR OR RELEASING □

PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN

HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HAVE MATERIALLY AFFECTED HIS

OR HER SETTLEMENT WITH THE DEBTOR OR

RELEASED PARTY."

CVS and Claimants, except May Eldanaf, acknowledge that Claimants may later

discover claims or facts in addition to or different from those which Claimants now

know of or believe to exist with regards to the subject matter of this Agreement,

and which if known or suspected at the time of executing this Agreement, may have

materially affected its terms. Claimants, except May Eldanaf, nevertheless waive

any and all claims that might arise as a result of such different or additional claims

or facts.

Specific Release of ADEA Claims. In further consideration of the payments and

benefits provided to Claimants in this Agreement, Claimants, with the exception of

May Eldanaf, irrevocably and unconditionally waive, release, and discharge the

Released Parties from any and all claims, whether known or unknown, arising

under the Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 ef

seg., as amended, and its implementing regulations. By signing this Agreement,

Claimants each acknowledge and confirm that they:

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(a) have read this Agrecment in its entirety and understand all of its

terms;

(b) have been advised in writing to consult with an attorney and have in

fact consulted with an attorney before signing this Agreement;

conditions set out in this Agreement including, without limitation, the waiver,

release, and covenants contained im it;

(d) are execuling this Agreement, including the waiver and release, in

exchange for good and valuable consideration in addition to anything of value to

which Claimants are otherwise entitled;

(ce) _—- were given at least twenty-one (21) days to consider the terms of

this Agreement and to consult with an attomey of their choice before signing it,

although Claimants may sign the Agreement sooner if desired;

(f) understand that they have seven (7) days from the date of signing

this Agreement to revoke it by delivering notice of revocation to. James N.-

Boudreau, Esq., Greenberg Traurig LLP, 1717 Arch Street, Suite 400, Philadelphia,

Pennsylvania, 19103 by overnight delivery in a manner in which receipt can be

confirmed before the end of the seven (7) day period; and

(2) understand that the release in this paragraph does not apply to nghts

and/or claims that may arise after the date on which Claimants sign this Agreement.

4.3 Release by Settlement Class Members. As of the Settlement Effective Date, all

Settiement Class Members (including Claimants) forever, fully, irrevocably and

unconditionally release and discharge the Released Parties from al! claims, causes

of action, and legal theories of relief that were alleged or that could have been

alleged or otherwise raised in Wage and Hour Actions, from August 3, 2014 until

the date of the Preliminary Approval Order for Retail Pharmacy Settlement Class

members and from July 20, 2012 until the date of the Preliminary Approval Order

for Pharmacist Class members (whichever period is longer if a Scttiement Class

Member is a member of both the Retail Pharmacy and Pharmacist Classes) (the

“Released Claims”). The Released Claims include, but are not limited to: (a)

failure to pay minimum wages; (b) failure to pay overtime wages; (c) failure to pay

all wages or amounts due under the Labor Code and/or federal Fair Labor Standards

Act; (d) failure to comply with Labor Code Sections 850, 851, 851.5, 852 and/or

29 U.S.C. § 201 ef seg; (e) failure to provide proper meal periods, or premium pay

for non-compliant meal periods; (f) failure to authorize and permit rest periods, or

premium pay for non-compliant rest periods; (g) failure to provide complete,

accurate, and/or properly formatted wage statements; (h) failure to reimburse all

necessary business expenses; (i) failure to timely pay wages due or final wages due;

(j) all claims under the California Private Attorneys General Act of 2004 (“PAGA™)

that were or could have been asserted based on the facts, claims, causes of action

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or legal theories described above or on any of the claims, causes of action, facts or

legal theories of relief pleaded in the Wage and Hour Actions; and (k) all damages,

penalties, including penalties under Labor Code Sections 203 and 558, interest,

costs (including attorney's fees) and other amounts recoverable under said claims

or causes of action as to the facts and/or Iegal theories alleged or which could have

been alleged in the operative complaint. The period of the Released Claims shall

extend to the date of the Preliminary Approval Order.

44 All Settlement Class Members understand and agree that the Releases described

above are full and final releases applying to both those Released Claims that are

presently known, anticipated, or disclosed to the Settlement Class Members and to

the Released Claims that are presently unknown, unanticipated, or undisclosed to

the Settlement Class Members.

4.5 To release claims under the Fair Labor Standards Act that were or could have been

asserted based on the facts, claims, causes of action or legal theories described

above or on any of the claims, causes of action, facts or legal theories of relief

pleaded in the Wage and Hour Actions, cach check shall be affixed with the

following language on the back: “I have received and read the Class Notice in

Chalian, et al. v. CVS. By negotiating this check and accepting payment, I: (i)

consent to join this lawsuit; (ii) elect to participate in the Settlement, and (iii) agree

I have waived and released the Released Parties from all Released Claims as

defined in the Settlement Agreement and Notice. This Release shall become □

effective on the Settlement Effective Date.” Uncashed checks shall be deposited in

California’s Unclaimed Property Fund, as set forth in section 10.5 below.

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5. PRELIMINARY APPROVAL OF SETTLEMENT. All terms of this Agreement.are

contingent upon final approval of the Parties’ settlement and final certification by the Court

of the Settlement Class for settlement purposes only. The Parties agree to cooperate and

take all steps necessary and appropriate to obtain a Preliminary Approval Order and a Final

Approval Order and to otherwise effectuate all aspects of this Agreement.

5.1 Voluntary Dismissal of Appeals. No later than seven (7) calendar days after the

date on which all Parties to this Agreement have executed it, the Parties shall file a

stipulated motion to voluntarily dismiss the appeals without prejudice to reinstate

them in the event this Agreement is not approved and final judgment is not entered.

The stipulated motions shall inform the Ninth Circuit Court of Appeals. that

Appellants and Appellees have reached a settlement of said Appeals contingent on

the settlement being finally approved in the Central District of California. The

stipulated motions shall also request the Ninth Circuit Court of Appcals transfer the

Northern District of California Action to the United States District Court for the

Central District of California, as a related first-filed Action.

52 Transfer of Northern District of California Action. In the event the Ninth Circuit

Court of Appeals does not transfer the Northern District of California Action within

seven (7) calendar days of the Ninth Circuit Court of Appeals approving the

stipulated motions set forth in in Paragraph 5.1, the Parties shall file a stipulation

requesting the Northern District of California Action be transferred to the Central

District of California (the first-filed Action), and that the two Actions be □

consolidated in the Central District of California for settlement purposes ‘in

accordance with 28 U.S.C. §§ 1404, 1407 and Fed. R. Civ. P. 42. Should the

Norther District of California decline to transfer the Northern District of California

Action for whatever reason, Claimants agree that no later than seven (7) calendar

days after such declination is entered on the docket, they will file a joint stipulation

of voluntary dismissal without prejudice of the Northern District of California

Action so the claims that were asserted or could have been asserted in the Northern

District of California Action may be resolved via settlement in the Central District

of California Action as per Section 5.3.

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5.3. Amended Complaint. Within thirty (30) calendar days of the date on which the

Northern District of California Action is transferred and/or voluntarily dismissed

without prejudice, Class Counsel shall, with CVS’s written consent, file an

Amended Complaint in the Central District of California Action pursuant to Fed.

R. Civ. P. 15(a)(2). The Parties agree that the purpose of this Amended Complaint

is to consolidate the parties and claims, to the extent possible, asserted in the Wage

and Hours Actions in the Central District of California for settlement purposes only,

and that said claims.added via the amendment (i.e., the claims alleged or that could

have been alleged in the Northern District of California Action) shall relate back to

August 3, 2014, and no earlier, notwithstanding any statute of limitations that might

provide for an earlier relation back date. The Parties agree to cooperate and not

oppose any actions necessary to effectuate the consolidation of the Wage and Hour

Actions.

a. The Parties stipulate and agree that CVS shall not be required to serve or file a

response to the Amended Complaint. If for any reason: (i) the Court denies the

Parties’ request for Preliminary Approval, (ii) the Court does not enter a Final

Approval order; or (iii) the Settlement Effective Date does not occur, Class

Counsel shall withdraw the Amended Complaint. In the event Class Counsel

withdraws the Amended Complaint pursuant to this paragraph, no Party shall

argue CVS’s consent to the filing of the Amended Complaint or Class

Counsel’s withdrawal of the same has any bearing on the merits of any

subsequent motion or effort to amend or dismiss the operative complaint in the

Central District of California Action, and Claimants shall be free to refile the

Appeals in the Northern District of California Action as if they had not been

voluntarily dismissed without prejudice.

54 Class Certification for Settlement Purposes Only. CVS stipulates to the

certification of the Pharmacist Settlement Class and the Retail Pharmacy Settlement

Class, defined in Section 1 to include the alleged putative PAGA representative

action, for settlement purposes only. If the Court does not grant either preliminary

or final approval of this settlement, the Parties stipulate that class certification will

be revoked without prejudice.

a. If the Court does not enter a Final Approval Order or the settlement or the

Settlement Effective Date does not occur, CVS expressly reserves its right to

challenge the propriety of class certification and/or or the appropriateness of

any PAGA representative action for amy purpose as if the Parties had never

entered into this Agreement.

b. The proposed form of class certification order shall expressly state the Parties

and Class Counsel agree certification of the Pharmacist Settlement Class and

the Retail Pharmacy Settlement Class is a conditional certification for

settlement purposes only, and that CVS retains its right to object to class

certification and/or the appropriateness of a representative action in the Central

District of California Action or in any other putative class or representative

action, Whether a wage and hour action or otherwise.

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c. The Parties and Class Counsel agree that, if approved, certification of the

Pharmacist Settlement Class and the Retail Pharmacy Settlement Class is in no

way an admission by CVS that certification is proper in the Central District of

California Action or in any other putative class or representative action. The

Parties and Class Counsel further agree that the certification of the Pharmacist

Settlement Class and the Retail Pharmacy Settlement Class for settlement

purposes, and all documents related thereto, including this Agreement and all

accompanying exhibits and all orders entered by the Court in connection with

this Agreement, shall not be admissible in any judicial, arbitral, administrative,

investigative, or other court, tribunal, forum, or other proceeding, including

without limitation the Wage and Hour Actions.

5.5 Motion for Preliminary Approval of Setilement.

a. The Parties agree that they will sign a mutually agreeable Joint Motion for

Settlement Class Certification and Preliminary Approval of Class Action (the

“Joint Motion”) seeking class certification for settlement purposes only and

preliminary approval of the Parties’ proposed class action settlement. Claimants

will file the Jomt Motion within twenty-cight (28) calendar days of filing their

Amended Complaint in the Central District of California Action, tinless another

date is agreed to in writing by the Parties.

b. The Parties agree that if the Court does not approve any material term in the

Parties’ Joint Motion or requires as a condition to grantmg the Jomt Motion any

term that effects a material change in this Agreement, then this Agreement may

be voided at either Party’s option. The Parties further agree that CVS being

required to pay any amount greater than the amount specified in Section 3.1

(with the exception of employer taxes) shall be deemed a material change that

will allow CVS (at its option) to void the Settlement. If CVS exercises its option

under this section to void the Settlement, it alone shall be responsible for any

expenses incurred as a result of administering the Settlement to date, including,

but not limited to, expenses associated with the mailing of Class Notice. The

Parties further agree that any ruling the Court may make regarding Class

Counsel’s attorneys’ fees and costs pursuant to Section 3.2 shall not constitute

a material change in this Agreement, unless such award has the effect of

increasing the total amount CVS must pay in complete settlement of all claims

addressed by this Agreement.

¢. Inconjunction with the filing of the Joint Motion, the Parties will jointly request

that the Court hold a faimess hearing regarding the Parties’ request for approval

of their proposed settlement not less than one hundred (100) calendar days after

the filing of the Jot Motion. Counsel for the Parties will communicate with

the Clerk of the Court and make any further filings necessary to secure the

approval of their request.

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6. NOTICES MANDATED BY STATUTE.

6.1 Upon the filing of the Joint Motion pursuant to Section 5.5, the Parties will instruct

the Settlement Administrator to mail notices of the Parties” proposed settlement to

an “appropriate federal official” and “appropriate state officials” (collectively,

“Government Officials”) no later than ten (10) days thereafter as required by 28

U.S.C. § 1715.

6.2 The Settlement Administrator, with CVS's assistance, shall prepare the notices

referenced in the preceding Section, which shall include the mformation required

by 28 U.S.C. § 1715.

6.3 The mailings described in this Section shall not be subject to the non-disclosure

obligations in Section 11, and neither Party shall be deemed in breach of those non-

disclosure obligations as a result of the Settlement Administrator's mailing of such

materials to the Government Officials or as a result of any other disclosures made

to Government Officials regarding such mailings.

64 Pursuant to Labor Code § 2689 ef seq., Claimants Cabrera, Telahun, and Eldanaf

filed a PAGA claim notice with the LWDA and sent a copy to CVS. More than 60

days have elapsed since the filing of the PAGA claim notice(s). Accordingly, the

Amended Complaint contemplated by Section 5.3 will include a PAGA claim.

Claimants agree to provide a file-stamped copy of the Amended Complaint to the

LWDA. Claimants further agree to provide a copy of this Agreement to the LWDA,

along with any judgments or orders from the Court pertaining to PAGA penalties.

7. NOTICE TO POTENTIAL SETTLEMENT CLASS MEMBERS.

7.1 Class Member Data. Within fourteen (14) calendar days after the Court grants

Preliminary Approval. the Parties’ proposed settlement, CVS will provide the

Settlement Administrator and Class Counsel with a list, in electronic form, of the

names, last known addresses, telephone numbers (to the extent readily available),

dates of employment, and gross pay rates, of all Pharmacist Settlement Class and

the Retail Pharmacy Settlement Class members, The data provided by CVS to the

Selilement Administrator pursuant to this Agreement (uiher than Ube address and

telephone information) shall be presumed to be accurate unless otherwise

challenged by a Settlement Class Member as provided in Section 7.3.

72 Mailing of Notices.

a. Within twenty-eight (28) calendar days after the Court grants Preliminary

Approval of the Parties’ proposed settlement, the Settlement Administrator will

compile and mail to members of the Pharmacist Settlement Class and the Retail

Pharmacy Settlement Class notice of the Parties* proposed settlement in a form

agreed upon by the Parties (the “Class Notice”). The Class Notice will contain

an estimated individual settlement payment, dates of employment, instructions

for opting out of the settlement, and instructions for objecting to the settlement

and/or the motion for attorneys’ fees and costs. □

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b. The Settlement Administrator shall send the Notice by certified First Class U.S.

Mail to each member of the Pharmacist Settlement Class and the Retail

Pharmacy Settlement Class at such individuals’ last known address as provided

by CVS.

c. For any returned Notices, the Settlement Administrator shall conduct

reasonable address verification efforts consistent with the customary practices

in the settlement administration industry and, within forty-five calendar (45)

calendar days of the initial mailing, shall re-mail Notice Packets to any class

member whose initial Notice Packet was returned to the Settlement

Administrator as undeliverable.

d. The Settlement Administrator shall notify Class Counsel and CVS’s Counsel

of any Notice Packets returned as undeliverable.

7.3 Disputes te Class Member Data. Settlement Class Members will have the

opportunity, should they disagree with CVS’s records regarding their dates of

employment, to provide documentation and/or an explanation to show contrary

dates of employment. If there is a dispute the Settlement Administrator shall

determine the eligibility for, and the amounts of, any payments under the

agreement. The Settlement Administrator's determination shall! be binding upon the

Settlement Class Member and the Parties.

7.4 Opting Out of the Settlement. Individuals may request to be excluded from the □

Settlement Class (but not the PAGA representative action) by sending a written

letter to the Settlement Administrator stating that they want to opt out of or be

excluded from the Settlement Classes. This letter must include the individual's

name, address, telephone number, signature and the last four digits of his or her

Social Security Number (“Opt-Out Letter”), To be effective, an Opt-Out Letter

must be (A) postmarked during the Notice Period and (B) received by the

Settlement Administrator no later than seven (7) calendar days after the close of the

Notice Period. Any Pharmacist Settlement Class member and/or Retail Pharmacy

Settlement Class member who does not timely opt out will become a Settlement

Class Member and will be bound by the release(s) set forth in Section 4.3. The

Settlement Administrator will periodically inform both Class Counsel and CVS of

any Opt-Out Letters received.

7.5 Objecting to the Settlement and/or Motion for Attorneys’ Fees and Costs.

Individuals (other than those who have opted out pursuant to Section 7.4) may

present objections to the proposed settlement and/or motion for attomeys’ fees and

costs at the Final Approval Hearing. To do so, an objector must first present his-or

her objections to the Settlement Administrator in writing. To be considered, such

objections must be postmarked during the Notice Period and received by the

Settlement Administrator no later than seven (7) calendar days after the close of the

Notice Period. The Settlement Administrator shall file any and all objections with

the Court within fourteen (14) calendar days of the close of the Notice Period.

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a. An objector has the right to appear at the Final Approval Hearing either in

person or through counsel hired by the objector. An objector who wishes to

appear at the Final Approval Hearing must state his or her intention to do so at

the time he/she submits his/her written objections to the Settlement

Administrator. Any objector may withdraw his/her objections at any time. No

Settlement Class Member may appear at the Fina! Approval Hearing to object

to the settlement and/or motion for attorneys’ fees and costs unless he/she has

filed a timely objection that complies with Section 7.5.

8. FINAL APPROVAL OF SETTLEMENT.

8.1 Within 35 days of the close of the Notice Period, the Parties will file.a joint motion

seeking a Final Approval Order as defined in Section 1.4 above.

8.2 The Parties may file written responses to any filed objections with the Court at the

same time they file their motion for final approval of the settlement.

8.3 The Parties agree that if the settlement does not become final for any reason, the

Parties will cooperate to place themselves in the exact position as if no settlement

had been attempted, The Parties agree the Amended Complaint in the Central

District of California Action shall be withdrawn, any settlement classes shall be

decertified without prejudice, and the Action shall proceed in the exact form it was

in before this Agreement. Similarly, the Eldanaf PAGA Claim may proceed as if

no settlement has been attempted. Regarding the Northern District of California

Action, Claimants may refile their appeals in the exact same form as they existed

immediately prior to the execition of this Agreement, and CVS agrees that any

applicable statute(s) of limitation shall relate back to the same extent as if the

Action had not been voluntarily dismissed pursuant to this Agreement. CVS retains

the right to contest the merits of any and all claims as if the settlement had never

been contemplated. This includes, but is not limited to, the right to contest class

certification and/or the propriety of a representative action in any form in any

proceeding. During the period of the Settlement approval process, all statues of

limitations shall be tolled as to the Eldanaf PAGA claim.

9, FUNDING OF SETTLEMENT ACCOUNT.

Within ten (10) business days after entry ofa Final Approval Order by the Court, CVS, as

transferor, will transfer funds in the amount of the Maximum Settlement Amount into the

QOSF. The Settlement Administrator will be the administrator of the QSF.

9.1 The amount deposited into the QSF plus interest, less any notice and administrative

costs that have been incurred, shall be retumed to CVS within 5 business days of

any of the following events: (i) CVS elects to terminate the settlement in accordance

with the terms of this Agreement, including Section 5.5(b) or Section 13 below; (ii)

a Final Approval Order entered by the District Court is set aside by an appellate

court, unless otherwise agreed in writing by the Parties; or (iii) the settlement is

terminated in accordance with Section 14.

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9.2 Exceptas provided for in the preceding paragraph, all funds specified in this section

shall remain in the QSF until the Settlement Effective Date.

10. PAYMENTS TO SETTLEMENT CLASS MEMBERS.

10.1 Following the Settlement Effective Date, the Settlement Administrator shall mail

each Settlement Class Member his or her share of the Net Settlement Amount.

10.2 Checks issued pursuant to this Agreement shall expire one hundred and eighty

(180) calendar days after they are issued, but a failure by any Settlement Class

Member to deposit or cash a check within the period allotted shall have no effect

on that individual’s release pursuant to Section 4.3. Subject to good cause shown

by the Settlement Class Member, the Settlement Administrator may reissue a check

for up to an additional thirty (30) calendar days following the original one hundred

and eighty (180) day period.

10.3 Ifany issued checks are not cashed or deposited after 60 calendar days of issuance,

the Settlement Administrator will send a written reminder to cach individual

reminding them that if they fail to cash their check by the 180-day deadline, it will

expire and become non-negotiable, and offer to reissue the check if it was lost or

misplaced. Any issued checks that are not cashed or deposited after 120 calendar

days of issuance, the Settlement Administrator will send a written reminder and

make a telephone call to cach individual who has an outstanding settlement check

reminding them that if they fail to cash their check by the 180-day deadline, it will

expire and become non-negotiable, and offer to reissue the check if it was lost or

misplaced.

10.4 The payments to Settlement Class Members are fully dependent and conditioned

upon a full and complete release of all Released Claims as defined in Section 4.3.

10.5 All funds represented by uncashed checks remaining in the QSF 211 days after

CVS funded the QSF shall be tendered to California’s Unclaimed Property Fund.

11. CONFIDENTIALITY/NON-DISCLOSURE/NO SOLICITATION.

11.1 The Parties will keep the terms of this Agreement confidential until they file their

Joint Motion for preliminary approval of the settlement as contemplated by Section

5.5 above. Up through and including Final Approval, Claimants, CVS, and counsel

for the respective Parties agree not to issue any press release{s) or otherwise make

any public statement about this settlement or its terms, except as required by law'to

secure approval of this settlement. To the extent Class Counsel or Claimants are

approached by outside persons regarding this settlement, they may state, in

substance, only that this matter has been resolved. CVS may respond to inquiries

from media outlets regarding the settlement by stating, in substance, that the

company denies any liability, is committed to complying with the law, and has

settled to avoid the burden of continued litigation. CVS may further make public

disclosures as required to comply with regulatory disclosure obligations and/or

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Generally Accepted Accounting Principles. Notwithstanding the foregoing,

nothing herein shall prevent Class Counsel from communicating with members of

the Settlement Class about the Parties’ settlement or the Agreement, and nothing

herein shall prevent CVS from communicating with its current employees on any

subject.

11.2 To the extent consistent with professional rules and law, Class Counsel and CVS*s

Counsel will not solicit or encourage any member of the Pharmacist Settlement

Class or the Retail Pharmacy Settlement Class to reject, contest, or opt out-of this

settlement. Further, to the extent consistent with professional rules and law, up until

Final Approval of this settlement, Class Counsel will wut represenl, encuurage,

solicit, or otherwise assist any member of the Pharmacist Settlement Class or the

Retail Pharmacy Settlement Class who contests the settlement or attempts to litigate

with CVS over the Released Claims. Nothing in this Paragraph is intended to

prevent or restrain Class Counsel from suggesting to any rejecting, contesting or

opting-out member of the Pharmacist Settlement Class or the Retail Pharmacy

Settlement Class the option of obtaining separate counsel.

12. DOCUMENTS AND DISCOVERY.

Within sixty (60) days after the Settlement Effective Date, Class Counsel shall take steps

necessary to destroy or erase all documents and data CVS produced under a protective

order to Class Counsel in connection with the Wage and Hour Actions that are currently in

Class Counsel's possession, custody, or control. Class Counsel shall certify to CVS in

writing they have made good faith efforts to comply with their obligations under this

provision. In accordance with the professional rules and law, Class Counsel may retain all

papers and property to which the client is entitled, and may keep their own work product

and filed briefs and pleadings that may refer to, quote, or incorporate documents and data.

13. TERMINATION OF SETTLEMENT AGREEMENT

If five percent (5%) or more of the members of the Pharmacist Settlement Class and the

Retail Pharmacy Settlement Class, in the aggregate, seek to be excluded from the Parties’

settlement, this Agreement shall be voidable at CVS’s option, provided that CVS exercises

this option no later than fourteen (14) calendar days before the inal Approval [learing.

If CVS exercises its option to void the Agreement pursuant to this Section, CVS, and CVS

alone, shall be responsible for any costs incurred to date relating to administration of the

Settlement per Section 3.5. In addition, the Agreement shall be null and void and of no

effect whatsoever, except for Section 11.1. By signing this Agreement, Claimants agree

they will not seek to be excluded from the Parties’ settlement.

14, ESCALATOR CLAUSE

If the size of the Retail Pharmacy Settlement Class, which CVS represents to be

approximately |9,000 individuals, increases by more than ten percent (10%) (i.e. by.at

least 1,900 individuals), Plaintiffs may re-negotiate for an increase in the Maximum

Settlement Amount. If this clause is triggered, and the Parties cannot reach agreement on

arevised Maximum Settlement Amount within thirty (30) days of Claimants requesting

19 of 23

in writing to renegotiate the Maximum Settlement Amount, the Agreement shall be

voidable by Plaintiffs upon seven (7) days written notice to CVS.

15. DISPUTES REGARDING ADMINISTRATION OF SETTLEMENT

Any disputes not resolved by the Parties, following a good faith effort to meet and confer,

concerning administration of the settlement will be resolved by the Central District of

California under the laws of the state of California.

16. COMPLETE AGREEMENT.

Other than as stated herein, the Parties warrant that no representation, promise, or

inducement has been offered or made to induce any Party to enter mto this Agreement

and that they are competent to execute this Agreement and accept full responsibility,

therefore. This Agreement contains and constitutes the entire understanding and

agreement between the Parties and supersedes all previous oral and written negotiations,

agreements, commitments, and writings in connection therewith. This Agreement may

not be amended or modified except by a writing signed by authorized representatives of

all Parties.

17. 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 all Parties or their counsel of

record.

18. KNOWING AND VOLUNTARY AGREEMENT

Claimants each agree they are entering into this Agreement knowingly, voluntarily, and

with full knowledge of its significance. Each further affirms that s/he has not been coerced,

threatened, or intimidated into signing this Agreement and that s/he has been advised to

and has in fact consulted with an attomey before signing this Agreement. Class Counsel

represent that they have conducted a thorough investigation into the facts of the Wage and

Hour Cases and have diligently pursued an investigation of the claims asserted on behalf

of members of the Pharmacist Settlement Class and the Retail Pharmacy Settlement Class

against CVS. Based on their own independent vestigation and analysis of information

provided by CVS, Class Counsel is of the opinion that the settlement with CVS is fair,

reasonable, and adequate, and in the best interest of members of the Pharmacist Settlement

Class and the Retail Pharmacy Settlement Class, in light of all known facts and

circumstances, including the risks of significant delay and defenses asserted by CVS.

19. GOVERNING LAW.

This Agreement shall be governed by the laws of California, without regard to that state’s

choice of law provisions or any other jurisdiction, and, when applicable, the laws of the

United States.

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20. EXCLUSIVE AND CONTINUING JURISDICTION

The Parties agree to submit to the exclusive and continuing jurisdiction of the United States

District Court for the Central District of California for all purposes relating to the review,

approval. and enforcement of the terms of this Agreement. including any post-judgment

matters as may be appropriate.

21. BINDING ON SUCCESSORS AND ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of the Parties and their

respective heirs, trustees, issue, next-of-kin, executors, administrators, successors, and

assigns.

22. COUNTERPARTS AND SIGNATURES. -

This Agreement may be executed im counterparts, and when each Party has signed and

delivered at least one such counterpart, each counterpart shall be deemed an original, and

when taken together with other signed counterparts, shal! constitute one Agreement, which

shall be binding upon and effective as to the Parties. Facsimile or electronic signatures will

be accepted and shall be binding on the Parties.

23. HEADINGS.

The headings used in this Agreement are for convenient reference only, and do not alter

limit the terms of each Section.

IN WITNESS WHEREOF, the Parties, Class Counsel and CVS's counsel each

voluntarily and without coercion cause this Agreement to be signed and entered as of the respective

dates written below.

CLASS COUNS CVS PHARMACY, INC.; CVS RX

Z SERVICES, INC., AND GARFIELD

mn LL IPIA BEACH CVS, LLC:

WAKA [Vn

Alexander Krakow + Glick LLP

Sele ae Title:

Dated: <-- AD

Dated:

21 of 23

20. EXCLUSIVE AND CONTINUING JURISDICTION

The Parties agree to submit to the exclusive and continuing jurisdiction of the United States

District Court for the Central District of California for all purposes relating to the review,

approval, and enforcement of the terms of this Agreement, including any post-judgment

matters as may be appropriate.

21. BINDING ON SUCCESSORS AND ASSIGNS.

This Agreement shail be binding upon and inure to the benefit of the Parties and their

respective heirs, trustees, issue, next-of-kin, executors, administrators, successors, and

assigns.

22. COUNTERPARTS AND SIGNATURES.

This Agreement may be executed in counterparts, and when each Party has signed and

delivered at least one such counterpart, cach counterpart shall be deemed an original, and.

when taken together with other signed counterparts, shall constitute one Agreement, which

shall be binding upon and effective as to the Parties. Facsimile or electronic signatures will

be accepted and shall be binding on the Parties.

23. HEADINGS.

The headings used in this Agreement are for convenient reference only, and do not alter or

limit the terms of each Section.

IN WITNESS WHEREOF, the Parties, Class Counsel and CVS"s counsel each

voluntarily and without coercion cause this Agreement to be signed and entered as of the respective

dates written below.

CLASS COUNSEL: CVS PHARMACY, INC.; CVS RX

SERVICES, INC., AND GARFIELD

Alexander Krakow + Glick LLP

Title: Stem Vin. Prcrictse.$

4425/2020

Dated: 25/26

21 of 23 □

PLAS Col ty i 5 | CVS St TH NREL:

Li j A

(tard, fave Peng Crvettbery Teurig. Li

liad Febraary 27, 2020 Dated: a=

LP ASS COR ONSl

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TY AS Cin ee

Sul starsat care. br

tit, February 27, 2020

i) ot el :

Mean! Faaibheers {ot Smagn

a Feb 20, 2020

4 ALT Pited

sud Bile) YARED $c =.

CLASS COUNSEL: CVS"S COUNSEL:

Clark Law Group eas x LLP

Dated: Dated: shfrero

CLASS COUNSEL:

The Law Office of Thomas W. Falvey

Dated:

CLASS COUNSEL:

Boyamian Law, Inc.

Dated:

CLASS COUNSEL:

United Employees Law Group

Dated:

SEVAG CHALIAN Dated:

SIGFREDO CABRERA Dated:

22 of 23

CLASS COUNSEL: CVS’S COUNSEL:

La Se

ClakLawGroup SS Greenberg Traurig, LLP

Dated: Dated:

The Law Office of Thomas W alvey

CLASS COUNSEL:

Dated:

CLASS COUNSEL:

United Employees Law Group

Dated

SEVAG CHALIAN Dated:

‘SIGFREDO CABRERA Daca.

22 of 23

CLASS COUNSEL: CVS'S COUNSEL:

Clark Law Group Greenberg Traurig, LLP

Dated: Dated:

CLASS COUNSEL:

The Law Office of Thomas W. Falvey

Dated:

CLASS COUNSEL:

Boyamian Law, Inc.

Dated.

CLASS COUNSEL:

United Employecs Law Group

Dated:

SEVAG CHALIAN Dated:__ pila Pacgo

SIGFREDO CABRERA Dated:

22 of 23

CLASS COUNSEL: CVS'S-COUNSEL:

Dated: RE ag es

CLASS COUNSEL:

The Law Office of Thomas W. Falvey

Dated:

CLASS COUNSEL:

Bovamian Law, Ine.

Dated

CLASS COUNSEL:

United Fmplevees Law Group

Dated:

SEVAG CHALIAN Dated:

als

N/T

VAFREDO CABRAR Dated:

ALIDZ.O

22 of 23

Z\s 5 se

ENKOTELAHUN Dated:2-21-20

Gimme 7

iio

THERON nea

23 of 23 □

ENKO TELAHUN Dated:

be Ay Dated: 2

PATRICK BRENNAN Pated:

MAY ELDANDAF Dated:

23 of 23 □

ENKO TELAHUN Dated:

CHRISTINE MCNEELY Dated:

PATRICK BRENNAN Dated:__1) 2y/os76

MAY ELDANDAF Dated:

23 of 23 □

ENEKO TELAHUN Dated:

CHRISTINE MCNEELY Dated:

PATRICK BRENNAN Dated:

AYELDANDY Dated:

□ 23 of 23

FIRST AMENDMENT TO GLOBAL SETTLEMENT AGREEMENT

This First Amendment to Global Settlement Agreement (“Amendment”) is made and

entered into by and between Claimants Sevag Chalian, Sigfredo Cabrera, Enko Telahun, Christine

McNeely, Patrick Brennan, and May Eldanaf (together, “Claimants”), on behalf of themselves

and on behalf of the putative class members proposed in the Global Settlement Agreement, on the

one hand, and CVS Pharmacy, Inc., CVS Rx Services, Inc., and Garfield Beach CVS, LLC

(“CVS”) and the Released Parties as defined in the Global Settlement Agreement, including but

not limited to CVS parents companies, subsidiaries, and affiliates, on the other, and Alexander

Krakow & Glick, the Law Offices of Thomas W. Falvey, Boyamian Law, Inc., Clark Law Group

and United Employees Law Group (collectively, “Class Counsel,” and together with Claimants

and CVS, the “Parties”) pursuant to Paragraph 17 of the Global Settlement Agreement.

WHEREAS, on March 2, 2020, the Parties entered into the Global Settlement Agreement;

WHEREAS, Paragraph 14 of the Global Settlement Agreement provides that if the size of

the Retail Pharmacy Settlement Class, as defined in the Global Settlement Agreement, increases

by more than ten percent (10%) (ie., by at least 1,900 individuals (or more than 20,900

individuals), Plaintiffs may re-negotiate for an increase in the Maximum Settlement Amount, as

defined in the Global Settlement Agreement;

WHEREAS, on September 18, 2020, Class Counsel notified counsel for CVS that Plaintiffs

wished to re-negotiate for an increase in the Maximum Settlement Amount pursuant to Paragraph

14 of the Global Settlement Agreement because the Retail Pharmacy Settlement Class size had

increased by more than ten percent (10%);

WHEREAS, at arm’s length, the Parties subsequently negotiated an increase in the

Maximum Settlement Amount;

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WHEREAS, Paragraph 17 of the Global Settlement Agreement provides that the Global

Settlement Agreement may be amended by an express written instrument signed by all Parties or

their counsel of record;

NOW, THEREFORE, pursuant to Paragraph 17 of the Global Settlement Agreement, the

Parties agree that Paragraph 3.1 of the Global Settlement Agreement is amended to read: “The

Maximum Settlement Amount is equal to Ten Million Three Hundred Seventy-One Thousand

Three Hundred and Forty-Six Dollars and Sixty Cents ($10,371,346.60 U.S.D.).”

Furthermore, Paragraph 16 of the Global Settlement Agreement is amended to read: “Other

than as stated herein and in the First Amendment to Global Settlement Agreement, the Parties

warrant that no representation, promise, or inducement has been offered or made to induce any

Party to enter into this Agreement and that they are competent to execute this Agreement and

accept full responsibility, therefore. This Agreement and the First Amendment to Global

Settlement Agreement contain and constitute the entire understanding and agreement between the

Parties and supersede all previous oral and written negotiations, agreements, commitments, and

writings in connection therewith. This Agreement may not be amended or modified except by a

writing signed by authorized representatives of all Parties.”

All other provisions of the Global Settlement Agreement remain the same.

2 of 4

IN WITNESS WHEREOF, the Parties, Class Counsel and CVS’s counsel each

voluntarily and without coercion cause this A greement to be signed and entered as of the respective

dates written below.

CLASS COUNSEL: CVS PHARMACY, INC.; CVS RX

SERVICES, INC., AND GARFIELD

rp, BEACH CVS, LLC:

Alexander Krakew + Ghek LLP .

Merison Fehr Title: Vi, PrewleQ

Dated: _ (| [ □□

Dated: tla] go 2

CLASS COUNSEL:

Clark Law Grou CVS’S COUNSEL:

A? Be. Lex, BEE

Dated:

Greenberg Traurig, LLP

arn ae

CLASS COUNSEL:

The Law Office of Thomas W. Falvey

Dated:

CLASS COUNSEL:

SO nner eneeeneeees

Boyamian Law, Inc.

Dated: ——

CLASS COUNSEL:

3 of 4

□

IN WITNESS WHEREOF, the Parties, Class Counsel and CVS’s counsel each

voluntarily and without coercion cause this Agreement to be signed and entered as of the respective

dates written below.

CLASS COUNSEL: CVS PHARMACY, INC.; CVS RX

SERVICES, INC., AND GARFIELD

BEACH CVS, LLC:

Alexander Krakow + Glick LLP .

Title: Bram Vite PreodeQ

Dated:

Dated: | @ | 2o 20

CLASS COUNSEL:

Clark Law Group CVS’S COUNSEL:

NM Batitehiie

Dated:

Greenberg Traurig, LLP

Dated: 11/6/2020

CLASS COUNSEL:

The Law Office of Thomas W. Falvey

Dated:

CLASS COUNSEL:

Boyamian Law, Inc.

Dated:

CLASS COUNSEL:

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United Employees Law Group

Dated:

SEVAG CHALIAN

SIGFREDO CABRERA

ENKO TELAHUN

CHRISTINE MCNEELY

PATRICK BRENNAN

MAY ELDANDAF

4 of 4

SECOND AMENDMENT TO

GLOBAL SETTLEMENT AGREEMENT

SECOND AMENDMENT TO GLOBAL SETTLEMENT AGREEMENT

This Second Amendment to Global Settlement Agreement (“Second Amendment”) is

made and entered into by and between Claimants Sevag Chalian, Sigfredo Cabrera, Enko

Telahun, Christine McNeely, Patrick Brennan, and May Eldanaf (together, “Claimants”), on

behalf of themselves and on behalf of the putative class members proposed in the Global

Settlement Agreement, on the one hand, and CVS Pharmacy, Inc., CVS Rx Services, Inc., and

Garfield Beach CVS, LLC (“CVS”) and the Released Parties as defined in the Global Settlement

Agreement, including but not limited to CVS parents companies, subsidiaries, and affiliates, on

the other, and Alexander Krakow & Glick [now Alexander Morrison +Fehr LLP], the Law

Offices of Thomas W. Falvey, Boyamian Law, Inc., Clark Law Group and United Employees

Law Group (collectively, “Class Counsel,” and together with Claimants and CVS, the

“Parties”) pursuant to Paragraph 17 of the Global Settlement Agreement.

WHEREAS, on March 2, 2020, the Parties entered into the Global Settlement

Agreement;

WHEREAS, on February 18, 2021, in connection with its review of the Parties’ proposed

settlement, the United States District Court for the Central District of California issued an order

seeking clarification on the release set forth in the Global Settlement Agreement (ECF 231); and

WHEREAS, Paragraph 17 of the Global Settlement Agreement provides that the Global

Settlement Agreement may be amended by an express written instrument signed by all Parties or

their counsel of record;

NOW, THEREFORE, as of March 19, 2021, pursuant to Paragraph 17 of the Global

Settlement Agreement, the Parties agree that Paragraph 4.3 of the Global Settlement Agreement

is hereby deleted and replaced by the following:

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Release_bv Settlement Class Members. As of the Settlement

Effective Date, all Settlement Class Members (including

Claimants) forever, fully, irrevocably and unconditionally release

and discharge the Released Parties from all claims, causes of

action, and legal theories of relief that were alleged or that could

have been alleged or otherwise raised in Wage and Hour Actions,

from August 3, 2014 until the date of the Preliminary Approval

Order for Retail Pharmacy Settlement Class members and from

July 20, 2012 until the date of the Preliminary Approval Order for

Pharmacist Class members (whichever period is longer if a

Settlement Class Member is a member of both the Retail Pharmacy

and Pharmacist Classes) (the “Released Claims”). The Released

Claims include, but are not limited to: (a) failure to pay minimum

wages; (b) failure to pay overtime wages; (c) failure to pay all

wages or amounts due under the Labor Code and/or federal Fair

Labor Standards Act; (d) failure to comply with Labor Code

Sections 850, 851, 851.5, 852 and/or 29 U.S.C. § 201 et seq.; (e)

failure to provide proper meal periods, or premium pay for non-

compliant meal periods; (f) failure to authorize and permit rest

periods, or premium pay for non-compliant rest periods; (g) failure

to provide complete, accurate, and/or properly formatted wage

statements; (h) failure to reimburse all necessary business

expenses; (i) failure to timely pay wages due or final wages due; (j)

all claims under the California Private Attorneys General Act of

2004 (“PAGA”) that were or could have been asserted based on

the facts, claims, causes of action or legal theories described above

or on any of the claims, causes of action, facts or legal theories of

relief pleaded in the Wage and Hour Actions; and (k) all damages,

penalties, including penalties under Labor Code Sections 203 and

558, interest, costs (including attorney’s fees) and other amounts

recoverable under said claims or causes of action as to the facts

and/or legal theories alleged or which could have been alleged in

the operative complaint. This Release applies only to claims,

whether asserted or unasserted, based on the same factual predicate

underlying the claims asserted in the Wage and Hour Actions. The

period of the Released Claims shall extend to the date of the

Preliminary Approval Order.

All other provisions of the Global Settlement Agreement will remain the same.

2 of 3

IN WITNESs WHEREOF, the Parties, Class Counsel and CVS’s Counsel each

Voluntarily and Without coercion cause this Agreement to be signed and entered,

CLASS COUNSEL: CVS PHARMACY, INC.; CVS RX

. SERVICES, INC., AND GARFIELD

BEACH CVS, LLC:

Alexander M Trison + Fehr LLP

Title:

CLASS COUNSEL: COUNSEL FOR DEFENDANTs:

Clark Law Group Greenberg Traurig, LLP

CLASS COUNSEL:

The Law Office of Thomas W, Falvey

CLASS COUNSEL:

IN WITNESS WHEREOF, the Parties, Class Counsel and CVS’s counsel each

voluntarily and without coercion cause this Agreement to be signed and entered as of the respective

dates written below.

CLASS COUNSEL: CVS PHARMACY, INC.; CVS RX

SERVICES, INC., AND GARFIELD

BEACH CVS, LLC:

[eA Wr Wohl

Alexander Morrison + Fehr LLP —

Title: SVP, Corporate Secretary and Assistant

General Counsel

CLASS COUNSEL: COUNSEL FOR DEFENDANTS:

Games NW. Boudreau

Clark Law Group reenberg Traurig, LLP

CLASS COUNSEL:

The Law Office of Thomas W. Falvey

CLASS COUNSEL:

Boyamian Law, Inc.

CLASS COUNSEL:

United Employees Law Group

3 of 3

IN WITNESS WHEREOF, the Parties, Class Counsel and CVS’s counsel each

voluntarily and without coercion cause this Agreement to be signed and entered.

CLASS COUNSEL: CVS PHARMACY, INC.; CVS RX

SERVICES, INC., AND GARFIELD

BEACH CVS, LLC:

Alexander Morrison + Fehr LLP

Title:

Ve COUNSEL: COUNSEL FOR DEFENDANTS:

ClaklawGroup. OCS Greenberg Traurig, LLP

CLASS COUNSEL:

The Law Office of Thomas W. Falvey

CLASS COUNSEL:

Boyamian Law, Inc.

CLASS COUNSEL:

United Employees Law Group

3 of 3

IN WITNESS WHEREOF, the Parties, Class Counsel and CVS’s counsel each

voluntarily and without coercion cause this Agreement to be signed and entered.

CLASS COUNSEL: CVS PHARMACY, INC.; CVS RX

SERVICES, INC., AND GARFIELD

BEACH CVS, LLC:

Alexander Morrison + Fehr LLP

Title:

CLASS COUNSEL: COUNSEL FOR DEFENDANTS:

Clark Law Group Greenberg Traurig, LLP

C Ss it

The Law Office of Thomas W. Tis

Boyamian Law, Inc.

CLASS COUNSEL:

United Employees Law Group

3 of 3

IN WITNESS WHEREOF, the Parties, Class Counsel and CVS’s counsel each

voluntarily and without coercion cause this Agreement to be signed and entered.

CLASS COUNSEL: CVS PHARMACY, INC.; CVS RX

SERVICES, INC., AND GARFIELD

BEACH CVS, LLC:

Alexander Morrison + Fehr LLP

Title:

CLASS COUNSEL: COUNSEL FOR DEFENDANTS:

Clark Law Group Greenberg Traurig, LLP

CLASS COUNSEL:

The Law Office of Thomas W. Falvey

CLASS COUNSEL:

Boyamian Law, Inc.

CLASS COUNSEL:

United Employees Law Group

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This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.