UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW
Transcription
UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW
Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 1 of 255 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. GLOBAL SETTLEMENT AGREEMENT THIS GLOBAL SETTLEMENT AGREEMENT, including all exhibits hereto (collectively, with the Global Settlement Agreement, the “Agreement”), is made and entered into, on the one hand, by Dick’s Sporting Goods, Inc. (“DSG”) and Galyan’s Trading Company, LLC1 (“Galyan’s”), on their behalf and on behalf of William Colombo, Jay Crosson, Edward Stack, Kathryn Sutter, and Lynn Uram, and on the other hand, by Tamara Barrus (“Barrus”), on behalf of the Plaintiffs and the classes of individuals that Barrus and the Plaintiffs seek to represent, and Patrick J. Solomon, J. Nelson Thomas, and Peter J. Glennon of Thomas & Solomon LLP, on behalf of all other counsel representing the Plaintiffs in the State Actions (collectively, “Class Counsel”). WHEREAS, on May 17, 2005, in a case styled Tamara Barrus v. Dick’s Sporting Goods, Inc. and Galyan’s Trading Company, Inc., Case No. 6:05-cv-06253-CJS-JWF (“Litigation”), Plaintiff Tamara Barrus sued DSG and Galyan’s (together, the “Defendants” or “Corporate Defendants”) in the United States District Court for the Western District of New York (“Court”). Barrus’ putative collective action/class action Complaint And Demand For Jury Trial (“Complaint”) included allegations under the Fair Labor Standards Act (“FLSA”) and New York Labor Law; WHEREAS, on October 13, 2005, Barrus moved for conditional certification for purposes of Court-facilitated notice of her FLSA claims and, on September 19, 2006, the Court granted this motion. Certain individuals have opted in to the Litigation. The Court has not granted final certification of Barrus’ FLSA claim; 1 Effective July 30, 2010, Galyan’s Trading Company, Inc., was converted to Galyan’s Trading Company, LLC. NYI-4343097v4 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 2 of 255 WHEREAS, on November 16, 2006, an Amended Complaint And Demand For Jury Trial was filed, adding Plaintiffs Carolyn Caulkins, Jeffrey Little, and Michael D’Agostino; WHEREAS, on December 9, 2009 a Second Amended Complaint And Demand For Jury Trial was filed. Among other things, this complaint added to the action: (i) Claims under the common laws of New York; (ii) Claims under the wage laws and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin; (iii) Claims under ERISA and RICO; (iv) Additional named plaintiffs; and (v) Defendants William Colombo, Jay Crosson, Edward Stack, Kathryn Sutter, and Lynn Uram (collectively, the “Individual Defendants”). WHEREAS, on August 5, 2010, the Court granted in part and denied in part certain motions of the Corporate Defendants and Individual Defendants. Among other things, the Court granted the Corporate Defendants’ and Individual Defendants’ request to deny Fed. R. Civ. P. 23 certification of a single class encompassing all of plaintiffs’ state law claims, holding that plaintiffs could not maintain a class action “for causes of action that span the 36 state laws.” (The Court did not consider the propriety of Fed.R.Civ.P. 23 settlement subclasses for claims arising under the laws of particular states.) The Court also dismissed plaintiffs’ ERISA and RICO claims. Further, the Court dismissed plaintiffs’ common law claims for overtime as preempted by the FLSA, and the Court dismissed plaintiffs’ remaining state law claims (except for claims under New York law) without prejudice; WHEREAS, on or about September 2010, certain Plaintiffs filed actions against the Corporate Defendants and Individual Defendants in state courts in Colorado, Connecticut, Delaware, Florida, Illinois, Indiana, Kansas, Massachusetts, Maryland, Maine, Michigan, Minnesota, Missouri, North Carolina, Nebraska, New Jersey, Ohio, Pennsylvania, South Carolina, Tennessee, Vermont, and West Virginia asserting claims under the wage laws and common law of those states (the “State Actions”); WHEREAS, the Corporate Defendants and Individual Defendants deny all of the allegations against them and deny that they are liable for damages to anyone with respect to the causes of action asserted in the Litigation; WHEREAS, the parties to the Litigation (“Parties”) have engaged in three private mediations and in arms-length negotiations; NYI-4343097v4 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 3 of 255 WHEREAS, the Parties, by and through their respective counsel of record, now desire to fully and finally settle this matter as specified herein. NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and other good and valuable consideration, 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. 1.1 Claims Administrator. “Claims Administrator” means the entity jointly selected by the Parties to provide claims administration services pursuant to this Agreement. 1.2 Plaintiffs and Opt Ins. “Plaintiffs” shall mean Tamara Barrus, Carolyn Caulkins, Jeffrey Little, Michael D’Agostino, Jennifer Gleason, Kevin Bujak, Elesha Williams, Thad Olson, Eric Schmidt, Sean Kirt, Jennifer Fulwider, Justin Price, Lee Liguore, Tim Bevins, Michael Chatterton, Nicole Jones, Daniel Lorenz, Adam Estrem, Thomas Mullaney, Jared Jones, Vanessa Seelaus, Degeorgio Cosby, Eric Strid, Kevin Ward, Joseph Day, Linda Brantley, Benjamin Rivenbark, Anthony Dunston II, Tomasa Rainey, Crystal Hunsicker, Raymond Lenahan, Heather Skutnik, Simone McAdams, George Tiesmeyer, Sean Mirek, Jacob Roberts, Jared Pentz, Greg Pavlick, John Behmke, Matthew Couch, Elizabeth Rhodes, Sean Rowe, James Morgan, Jerry Hackler, Randy Alleman, Kelley Clark, Alexander Cheng, Kelly Quirk, Jamie Alfonsi, Jason Mensinger, Daniel Kennedy, Robert Walker, Eric Johnston, Dannette Stackhouse, Nickole Gagne, Edward Wlazlowski, Stephen Harry, John Brown, Justin Jenkins, Frederick McDonald, Christian Broadway, Nikita Thomas, Terri Jackson, Tyler Muilenberg, Jesse Liebman, Shawn Lamberty, Patrick McAlee, Kyle Kennedy, Rolanzo Doxie, Melvin Grannum, Anthony Boyer. Summer Guthrie, Matthew Bencal, Sandra Cornish, Luis Madrigal, Phillip Clark, Brian Jones, Bradley Mullis, Kathleen Birkenmeier, Gabriel Hodge, and Karie Bradley. “Opt Ins” shall mean all persons who opted in to the Litigation, except that for purposes of this Agreement, the term shall not include (i) Plaintiffs, or (ii) individuals, including Charles Johnson, who never worked for DSG or Galyan’s in a retail store. The individuals falling within the clause (ii) immediately above shall be deemed to have opted out of the Litigation pursuant to Section 2.5, and their claims are to be dismissed without prejudice as a condition to this Agreement. Such opt-outs do not count toward the opt-out threshold references in Section 2.6 of the Agreement. 1.3 following: Subclasses. The state law subclasses pertinent to this Agreement are the The “Alabama Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Alabama at any time during the Covered Period applicable to persons employed in that State. NYI-4343097v4 3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 4 of 255 The “Arizona Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Arizona at any time during the Covered Period applicable to persons employed in that State. The “Colorado Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Colorado at any time during the Covered Period applicable to persons employed in that State. The “Connecticut Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Connecticut at any time during the Covered Period applicable to persons employed in that State. The “Delaware Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Delaware at any time during the Covered Period applicable to persons employed in that State. The “Florida Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Florida at any time during the Covered Period applicable to persons employed in that State. The “Georgia Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Georgia at any time during the Covered Period applicable to persons employed in that State. The “Iowa Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Iowa at any time during the Covered Period applicable to persons employed in that State. The “Illinois Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Illinois at any time during the Covered Period applicable to persons employed in that State. The “Indiana Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Indiana at any time during the Covered Period applicable to persons employed in that State. The “Kansas Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Kansas at any time during the Covered Period applicable to persons employed in that State. The “Kentucky Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in NYI-4343097v4 4 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 5 of 255 Kentucky at any time during the Covered Period applicable to persons employed in that State. The “Maine Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Maine at any time during the Covered Period applicable to persons employed in that State. The “Maryland Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Maryland at any time during the Covered Period applicable to persons employed in that State. The “Massachusetts Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Massachusetts at any time during the Covered Period applicable to persons employed in that State. The “Michigan Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Michigan at any time during the Covered Period applicable to persons employed in that State. The “Minnesota Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Minnesota at any time during the Covered Period applicable to persons employed in that State. The “Missouri Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Missouri at any time during the Covered Period applicable to persons employed in that State. The “Nebraska Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Nebraska at any time during the Covered Period applicable to persons employed in that State. The “Nevada Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Nevada at any time during the Covered Period applicable to persons employed in that State. The “New Hampshire Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in New Hampshire at any time during the Covered Period applicable to persons employed in that State. NYI-4343097v4 5 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 6 of 255 The “New Jersey Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in New Jersey at any time during the Covered Period applicable to persons employed in that State. The “New York Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in New York at any time during the Covered Period applicable to persons employed in that State. The “North Carolina Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in North Carolina at any time during the Covered Period applicable to persons employed in that State. The “Ohio Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Ohio at any time during the Covered Period applicable to persons employed in that State. The “Oregon Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Oregon at any time during the Covered Period applicable to persons employed in that State. The “Pennsylvania Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Pennsylvania at any time during the Covered Period applicable to persons employed in that State. The “Rhode Island Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Rhode Island at any time during the Covered Period applicable to persons employed in that State. The “South Carolina Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in South Carolina at any time during the Covered Period applicable to persons employed in that State. The “Tennessee Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Tennessee at any time during the Covered Period applicable to persons employed in that State. The “Texas Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Texas at any time during the Covered Period applicable to persons employed in that State. The “Utah Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Utah at any time during the Covered Period applicable to persons employed in that State. NYI-4343097v4 6 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 7 of 255 The “Vermont Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Vermont at any time during the Covered Period applicable to persons employed in that State. The “Virginia Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Virginia at any time during the Covered Period applicable to persons employed in that State. The “West Virginia Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in West Virginia at any time during the Covered Period applicable to persons employed in that State. The “Wisconsin Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Wisconsin at any time during the Covered Period applicable to persons employed in that State. All subclasses together are referred to as the “Subclasses.” The Subclasses are opt-out classes under Fed.R.Civ.P. 23, and, collectively, the members of the Subclasses are “Subclass Members.” Among others, all Plaintiffs and some (but not all) Opt-Ins are Subclass Members. 1.4 FLSA Class. “FLSA Class” shall mean the Plaintiffs and Opt-Ins, and all other persons who are Subclass Members. The FLSA Class is an opt-in class under 29 U.S.C. § 216(b), and the members of the FLSA Class are “FLSA Class Members.” Collectively the FLSA Class Members and the Subclass Members are the “Class Members.” 1.5 Covered Period (Subclasses). For purposes of the various Subclasses, “Covered Period” shall mean the following: For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Illinois, Indiana, Kentucky, and Ohio, from September 15, 1996 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Rhode Island, from November 24, 1996 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in New York, from July 5, 1999 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Connecticut, Maine, Michigan, New Jersey, Tennessee, and Vermont, from June 27, 2000 to the date of the order granting Preliminary Approval. NYI-4343097v4 7 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 8 of 255 For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Massachusetts, from July 17, 2000 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Alabama, Nevada, Oregon, Utah, and Wisconsin, from November 24, 2000 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Kansas, Missouri, Nebraska, West Virginia, and Florida, from June 27, 2001 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Virginia, from November 24, 2001 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at Galyan’s in Alabama, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Michigan, Missouri, New Jersey, Ohio, Nebraska, Nevada, New York, Utah, Virginia, and Wisconsin from June 23, 2002 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Pennsylvania, from June 27, 2002 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and Galyan’s in Texas, from November 24, 2002 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and Galyan’s in Maryland, from June 13, 2003 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and Galyan’s in Colorado, Minnesota, and North Carolina, from June 27, 2003 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Delaware and South Carolina, from June 27, 2003 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Arizona and New Hampshire, from November 24, 2003 to the date of the order granting Preliminary Approval. NYI-4343097v4 8 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 9 of 255 For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and Galyan’s in Georgia, from November 24, 2004 to the date of the order granting Preliminary Approval. For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Iowa, from November 24, 2004 to the date of the order granting Preliminary Approval. 1.6 Covered Period (FLSA Class): For purposes of the FLSA Class, “Covered Period” shall mean the following: For current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s, from July 5, 2002 to the date of the order granting Preliminary Approval. 1.7 Covered States. “Covered States” shall mean Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 1.8 Defendants’ Counsel. “Defendants’ Counsel” refers to Jones Day. For purposes of providing any notices required under this Agreement, Defendants’ Counsel shall refer to Matthew W. Lampe, Jones Day, 222 East 41st Street, New York, New York 10017. 1.9 occurred: Effective Date. “Effective Date” shall be the date that all of the following have (A) The Court has entered judgment, in the form attached as Exhibit A, and ruled on the motions for awards of service payments pursuant to Section 3.3 and for attorneys’ fees and reasonable costs pursuant to Section 3.2; and (B) The judgment and the rulings on such motions have become Final. “Final” means the later of: (1) The governing time periods for seeking rehearing, reconsideration, appellate review and/or an extension of time for seeking appellate review have expired and there have been no such actions; or (2) If rehearing, reconsideration, appellate review, and/or an extension of time for seeking appellate review is sought, 30 calendar days after any and all avenues of rehearing, reconsideration, appellate review and/or extension of time have been exhausted and no further rehearing, reconsideration, appellate review, and/or extension of time is permitted, and the time for seeking such things has expired, and the judgment has not been modified, amended, or reversed in any way. 1.10 Fairness Hearing. “Fairness Hearing” shall mean the hearing in the Litigation on a motion for judgment and final approval of this Agreement, which hearing the parties will NYI-4343097v4 9 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 10 of 255 request to be held approximately 115 calendar days after the Court grants Preliminary Approval. The Parties will jointly file such a motion under the terms of this Agreement. 1.11 Final Approval. “Final Approval” shall mean the Court’s entry of an order, in the form of the order attached as Exhibit B, and a judgment, in the form of the judgment attached as Exhibit A, granting final approval to this Agreement and dismissing the Litigation with prejudice. 1.12 Preliminary Approval. “Preliminary Approval” shall mean the Court’s entry of an order, in the form of the order attached hereto as Exhibit C, granting conditional certification of the FLSA Class, provisional certification of the Subclasses, and preliminary approval of this Agreement. 1.13 Qualified Class Member. “Qualified Class Member” means a Plaintiff, Opt-In, or Subclass Member who meets the payment qualification requirements set forth in Section 2.7. 2. APPROVAL OF SETTLEMENT 2.1 Retention of Claims Administrator. (A) Within 5 business days of the entry of an order granting Preliminary Approval, in the form attached as Exhibit C, the Parties shall retain a Claims Administrator, who shall be responsible for claims administration and various other duties described in this Agreement. The Claims Administrator shall be required to agree in writing to treat information it receives or generates as part of the claims administration process as confidential and to use such information solely for purposes of claims administration. (B) All fees and expenses of the Claims Administrator shall be paid out of the Total Settlement Amount, as defined in Section 3.1. The Claims Administrator shall be required to agree to a reasonable estimate for fees and expenses for claims administration work, and such estimate shall provide the basis for the reserve described in Section 3.1. Any fees and expenses in excess of the estimate shall not be paid to the Claims Administrator unless the Claims Administrator files a declaration with the Court explaining the basis for the additional fees and expenses and receives approval by the Court for such payments. To the extent that the Court, upon such request, approves any fees and expenses in excess of the estimate, such additional fees and expenses will be paid out of the Total Settlement Amount. In no event shall the Claims Administrator seek additional fees and expenses after the Fairness Hearing. 2.2 Preliminary Approval of Settlement. (A) Following execution of this Agreement, and with the Corporate Defendants’ and Individual Defendants’ consent, Class Counsel shall file in the Litigation the Third Amended Complaint And Demand For Jury Trial (the “Third Amended Complaint”) in the form attached as Exhibit G. The Parties hereby stipulate and agree that the Corporate Defendants and Individual Defendants shall not be required to serve or file a responsive pleading in response to the Third Amended Complaint. NYI-4343097v4 10 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 11 of 255 (B) The Parties shall also file in each State Action the dismissal papers in the forms attached as Exhibit J. (C) Additionally, the Parties will jointly file with the Court a motion seeking provisional certification of the Subclasses, conditional certification of the FLSA Class, and preliminary approval of this Agreement, including settlement of the claims of the FLSA Class and the Subclasses and the form of the releases that are part of the settlement of the Litigation. The Parties will also file a proposed order in the form attached as Exhibit C. A copy of this Agreement shall be attached to such proposed order. (D) The filings described in this Section shall be made concurrently. 2.3 Continuation of Litigation. If the Court does not grant the order referenced in Section 2.2(C), the Litigation will resume unless the Parties agree to seek reconsideration or Court approval of a renegotiated settlement. If the Litigation resumes, the case will proceed as if no settlement has been attempted, and the Corporate Defendants and Individual Defendants will retain the right to contest whether this case, as it existed immediately before the Third Amended Complaint, should be maintained as a class action or collective action and to contest the merits of all claims being asserted. If the Litigation resumes, Plaintiffs and Class Counsel shall withdraw the Third Amended Complaint without prejudice, and Plaintiffs shall be able to refile the complaints in the State Actions within 30 calendar days of the withdrawal of the Third Amended Complaint. Additionally, if the Litigation resumes, the statutes of limitations for the claims asserted in each State Action complaint shall be tolled between the withdrawal of the Third Amended Complaint and the refiling of the complaint in that State Action (for a maximum tolling period of 30 calendar days). In the event that the Third Amended Complaint is withdrawn pursuant to this Section or any other Section(s) of this Agreement, no Party shall argue that the Corporate Defendants’ and Individual Defendants’ consent to the filing of the Third Amended Complaint or the withdrawal of the Third Amended Complaint has any bearing on the merits of any subsequent litigation of the matters alleged in the Litigation. 2.4 Notice to Class Members. (A) Within 15 business days of the entry of an order granting Preliminary Approval, in the form attached as Exhibit C, Defendants will provide the Claims Administrator with a list, in electronic form, of the names, last known addresses, and Social Security numbers, of all Class Members. This list will specify which Class Members are Plaintiffs or Opt-Ins. (B) Promptly following the Court’s entry of an order granting Preliminary Approval, in the form attached as Exhibit C, the Claims Administrator shall prepare final versions of the following documents, incorporating into each document the relevant dates and deadlines set forth in the Court’s order: (1) Subclass Member Documents: For Subclass Members who are not Opt-Ins or Plaintiffs, (1) a Notice of Proposed Settlement of Class Action Lawsuit and Fairness Hearing in the form attached as Exhibit D, (2) an Opt-Out Statement in the form attached as Exhibit E, and (3) a Claim Form and Individual Release in the form attached as Exhibit F (the “Subclass Member Documents”); and NYI-4343097v4 11 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 12 of 255 (2) Opt-In Documents: For Opt-Ins, (1) a Notice of Proposed Settlement of Class Action Lawsuit and Fairness Hearing in the form attached as Exhibit H, and (2) an Opt-Out Statement in the form attached as Exhibit I (the “Opt-In Documents” and, together with the Subclass Member Documents, the “Documents”). (C) Within 15 calendar days after Defendants’ delivery of the information referenced in Section 2.4(A) (such 15th calendar day is referred to as the “Initial Mailing Deadline”), the Claims Administrator shall mail, via First Class United States mail, postage prepaid, the final versions of the (i) Subclass Member Documents (to each Subclass Member who is not an Opt-In or Plaintiff), and (ii) Opt-In Documents (to each Opt-In). (D) The Claims Administrator shall take all reasonable steps necessary to obtain the correct address of any Subclass Members and/or Opt-Ins for whom the Subclass Member and/or Opt-In Documents are returned by the post office as undeliverable. Where correct addresses are obtained, the Claims Administrator shall attempt to remail the Documents, except that the Claims Administrator shall attempt no such remailings more than 40 calendar days after the Initial Mailing Deadline. The Claims Administrator shall notify Class Counsel and Defendants’ Counsel of any Documents returned by the post office as undeliverable. 2.5 Opt-Out. (A) Any Subclass Member (other than Plaintiffs) may request exclusion from the Subclasses, and any Opt-In may request exclusion from the FLSA Class, by “opting out.” To do so, (i) a Subclass Member who is not an Opt-In must submit a written and signed request for exclusion to the Claims Administrator, in the form of the Opt-Out Statement attached as Exhibit E, and (ii) an Opt-In must submit a written and signed request for exclusion to the Claims Administrator, in the form of the Opt-Out Statement attached as Exhibit I. (B) To be effective, an Opt-Out Statement must be postmarked no later than a date to be specified on the Notice of Proposed Class Action Lawsuit and Fairness Hearing, in the form of Exhibit D (for Subclass Members who are not Opt-Ins or Plaintiffs) or Exhibit H (for Opt-Ins). This date will be 45 calendar days after the Initial Mailing Deadline, and the period of time between the Initial Mailing Deadline and this date shall be referred to as the “Opt-Out Period.” (C) The Claims Administrator shall stamp the postmark date on the original of each Opt-Out Statement that it receives. Within 3 business days of its receipt thereof, the Claims Administrator shall send to Class Counsel and Defendants’ Counsel copies of each such Opt-Out Statement. This obligation shall be on-going, regardless of whether the Opt-Out Statement is effective or not. (D) Within 10 calendar days after the end of the Opt-Out Period, the Claims Administrator shall send to Class Counsel and Defendants’ Counsel a final list of all persons who timely submitted Opt-Out Statements. The Claims Administrator shall retain the originals of all envelopes accompanying Opt-Out Statements in its files until such time as the Claims Administrator is relieved of its duties and responsibilities under this Agreement. NYI-4343097v4 12 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 13 of 255 2.6 Excessive Opt-Outs. In the event that 500 or more effective Opt-Out Statements are submitted, the Defendants shall have the right, in their sole discretion, to void this Agreement, by filing with the Court of a Notice of Withdrawal. In no event shall the Defendants file such a Notice of Withdrawal later than 21 calendar days after the end of the Opt-Out Period. If the Defendants file a timely Notice of Withdrawal, the Litigation will proceed as if no settlement had been attempted. In that event, the Court will enter an order decertifying any and all settlement classes and Plaintiffs will withdraw the Third Amended Complaint without prejudice and shall have 30 calendar days after such withdrawal to refile the complaints in the State Actions. The statutes of limitations for the claims in each State Action complaint shall be tolled for a maximum of 30 calendar days to allow for such refilings. Further, in the event of a withdrawal pursuant to this Section, the Corporate Defendants and Individual Defendants retain the right to contest whether this Litigation, as it existed immediately before the Third Amended Complaint, should be maintained as a class action or collective action and to contest the merits of the claims being asserted by Plaintiffs in this action. 2.7 Qualification for Payment Under This Agreement. (A) Plaintiffs qualify for payment by virtue of their status as Plaintiffs. (B) Opt-Ins shall qualify for payment under this Agreement if they do not opt out pursuant to Section 2.5. (C) Subclass Members who are not Opt-Ins or Plaintiffs shall qualify for payment under this Agreement if they: (1) do not opt out pursuant to Section 2.5, and (2) timely and fully execute and return to the Claims Administrator the Claim Form and Individual Release (in accordance with the instructions thereon), in the form attached as Exhibit F. (1) As described in Section 2.4, a Claim Form and Individual Release (in the form attached as Exhibit F) will be attached to the Notice of Proposed Settlement of Class Action Lawsuit and Fairness Hearing (in the form attached as Exhibit D) sent to Subclass Members who are not Opt-Ins or Plaintiffs. The Claim Form and Individual Release will include: (1) an oath that, during the applicable period, the signatory worked without compensation or spent time without compensation waiting to leave the store after his or her shifts ended; (2) an acknowledgment that, by signing the Claim Form and Individual Release, the signatory is a Subclass Member; (3) an acknowledgment that, by signing the Claim Form and Individual release, the signatory opts in to the FLSA Class in the case pursuant to 29 U.S.C. § 216(b); and (4) a release of claims consistent with that set forth in Section 4.1 of this Agreement. (2) To be effective, a Claim Form and Individual Release must be sent to the Claims Administrator via First Class United States Mail, postage prepaid, and be postmarked no later than 45 calendar days after the Initial Mailing Deadline. Any Subclass Member who is not an Opt-In or Plaintiff and who fails to submit a fully and properly executed Claim Form and Individual Release within this time period shall forfeit any right to distribution from the Settlement Amount (as defined in Section 3.1) and, unless he or she opts out pursuant to Section 2.5, will be bound by the release set forth in Section 4.1. NYI-4343097v4 13 Case 6:05-cv-06253-CJS-JWF Document 384-2 2.8 Filed 01/28/11 Page 14 of 255 Objections To Settlement. (A) Subclass Members and Opt-Ins (other than those Subclass Members and/or Opt-Ins who have opted out pursuant to Section 2.5) may present objections to the proposed settlement. To do so, the individual must present his or her objections to the Claims Administrator in writing. To be considered, such objections must be sent to the Claims Administrator via First-Class United States mail, postage prepaid; they must be postmarked no later than 45 calendar days after the Initial Mailing Deadline; and they must be received by the Claims Administrator no later than 7 calendar days after the end of the Opt-Out Period. The Claims Administrator shall stamp the postmark date and the date received on the original of any such objection. Additionally, the Claims Administrator shall send copies of each objection to the Parties by e-mail and overnight delivery not later than 2 business days after receipt thereof. The Claims Administrator shall also file the stamped originals of any and all objections with the Clerk of Court within 10 calendar days after the end of the Opt-Out Period. (B) An objector also has the right to appear at the Fairness Hearing either in person or through counsel hired by the objector. An objector who wishes to appear at the Fairness Hearing must state his or her intention to do so at the time he/she submits his/her written objections to the Claims Administrator. An objector may withdraw his/her objections only with the approval of the Court. No Subclass Member or Opt In may appear at the Fairness Hearing unless he or she has filed a timely objection that complies with the procedures provided in Section 2.8(A). (C) The Parties may file with the Court written responses to any filed objections not later than 14 calendar days before the Fairness Hearing. 2.9 Motion for Judgment and Final Approval. Subject to Section 2.6, not later than 30 calendar days after the end of the Opt-Out Period, the Parties will file a Motion for Judgment and Final Approval requesting: (1) an order (in the form of the order attached as Exhibit B) granting final certification of the Subclasses and the FLSA Class, and final approval of this Agreement, including a ruling that the Agreement is final, fair, reasonable, adequate and binding on Plaintiffs and on all Class Members who have not timely opted out pursuant to Section 2.5; (2) the entry of judgment (in the form attached as Exhibit A) in accordance with this Agreement; and (3) dismissal of the Litigation with prejudice. The Parties’ Motion for Judgment and Final Approval will be considered separate and apart from the Court’s consideration of any applications for attorneys’ fees and costs and/or service payments, and the Court’s ruling on any such separate applications will not terminate this Agreement or otherwise affect the Court’s ruling on the Motion for Judgment and Final Approval. 2.10 Effect of Failure to Grant Judgment and Final Approval. In the event the Court fails to enter an order and a judgment in the forms referenced in Exhibits A and B, or that order and judgment fail to become Final, the Litigation will resume unless the Parties jointly agree to: (1) seek reconsideration or appellate review of the decision denying entry of judgment, or (2) attempt to renegotiate the settlement and seek Court approval of the renegotiated settlement. In the event any reconsideration and/or appellate review is denied, or a mutually agreed upon settlement is not approved: NYI-4343097v4 14 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 15 of 255 (A) The Litigation will proceed as if no settlement has been attempted. In that event, the Subclasses and the FLSA Class, which were certified for purposes of settlement, shall be decertified, the Third Amended Complaint shall be withdrawn by Plaintiffs, and the Corporate Defendants and Individual Defendants retain the right to contest whether this Litigation, as it existed immediately before the filing of the Third Amended Complaint, should be maintained as a class action or collective action and to contest the merits of the claims being asserted in this action. Plaintiffs shall have a maximum of 30 calendar days of tolling, as provided and described in Section 2.3, to refile the State Action complaints. (B) The Court will provide notice to those individuals to whom the Claims Administrator sent the Documents that the Agreement did not receive final approval and that, as a result, no payments will be made to any person under the Agreement. Such notice shall be mailed by the Claims Administrator via First Class United States Mail, postage prepaid, to the addresses used by the Claims Administrator in mailing the Documents. (C) The Parties will share in equal parts the fees and expenses of the Claims Administrator. 3. CONSIDERATION 3.1 Total Settlement Amount. (A) Defendants agree to pay, at the time or times prescribed by Section 5(D) of this Agreement, a maximum of $15,000,000.00 (“Settlement Amount”), which shall cover, resolve, and fully satisfy any and all amounts due under this Agreement, including: (1) Settlement Payments (as defined in Section 3.4) to be paid to Qualified Class Members; (2) attorneys’ fees and costs approved by the Court; (3) court-approved service payments to certain individuals; and (4) the reserve set aside for reasonable costs of settlement administration. Settlement Payments and service payments shall constitute a special award to the FLSA Class, Subclasses, and to the individuals therein receiving a payment and shall not be considered as a payment of overtime, salary, wages, and/or compensation under the terms of any company benefit plan or for any purpose except for tax purposes as described in Section 3.5. Under no circumstances will Defendants be required to pay more than $15,000,000.00, other than interest amounts accruing as described in Section 3.1(B) and amounts due to cover DSG’s share of payroll taxes as described in Section 5(D). (B) The Settlement Amount shall accrue no interest so long as the Court enters Final Approval on or before June 15, 2011. If the Court has not entered Final Approval on or before June 15, 2011, the Settlement Amount, which shall remain the property of the Defendants until paid at the time or times prescribed by Section 5(D) of this Agreement, shall begin accruing interest as of June 16, 2011 and up until and including the date of the Fairness Hearing, at the rate of 0.40% per annum calculated on the basis of a 360 day year for the actual number of days elapsed. The Settlement Amount, plus any interest accrued on the Settlement Amount, net of any applicable taxes on such interest, is the “Total Settlement Amount”. NYI-4343097v4 15 Case 6:05-cv-06253-CJS-JWF Document 384-2 3.2 Filed 01/28/11 Page 16 of 255 Attorneys’ Fees and Costs. (A) At the Fairness Hearing, Class Counsel shall petition the Court for payment of reasonable attorneys’ fees from the common fund in an amount equal to no more than 33.33% of the Settlement Amount, plus reimbursement of reasonable litigation costs. The Corporate Defendants and Individual Defendants will not oppose such a fee and cost application. Class Counsel understand and agree that the fee and cost award by the Court shall supersede and extinguish, as of the Effective Date, any prior agreement between Class Counsel and any Plaintiff (and/or, as the case may be, other Class Member) concerning attorneys fees and costs associated with the Litigation and/or State Actions, and it shall be the full, final, and complete payment of all attorneys’ fees and costs associated with Class Counsel’s representation of the Subclasses and FLSA Class and, to the extent applicable, any of its members in connection with the Litigation and the State Actions. The Corporate Defendants and Individual Defendants (as well as all others as to whom claims are released in Section 4) shall have no additional liability for any fees and costs associated with the Litigation or State Actions. (B) Any attorneys fees and costs approved by the Court shall be paid from the Total Settlement Amount. Subject to the provisions of Section 3.1(A), and in accordance with the requirements and procedures defined in Sections 3.5 and 5 of this Agreement and applicable law, the Claims Administrator shall distribute to Thomas & Solomon LLP the amounts approved by the Court for reasonable attorneys’ fees and costs. If the Court denies Class Counsel’s petition for fees and costs, in whole or in part, any amount not awarded to Class Counsel will remain part of the common fund eligible for distribution to Class Members as part of the Settlement Payments described in Section 3.4. 3.3 Service Payments. (A) At the Fairness Hearing, Plaintiffs and Opt-Ins will apply for the following service payments from the Total Settlement Amount: (1) For Barrus, Caulkins, Little and D’Agostino, the original named plaintiffs in the Litigation, $20,000.00 each; (2) For any Plaintiffs or, provided they do not opt out, Opt-Ins who were deposed in this action, $5,000.00 each. A list of such individuals is attached hereto as Exhibit K. (3) For any Plaintiffs or, provided they do not opt out, Opt-Ins who submitted an affidavit in connection with this action, $2,500.00 each. A list of such individuals is attached hereto as Exhibit L. (4) For any Plaintiffs who served as named plaintiffs in the State Actions or the Litigation, $1,000.00 each. A list of such individuals is attached hereto as Exhibit M. (5) For each Opt-In (provided he or she does not opt out), $100.00 each. A list of such individuals is attached hereto as Exhibit N. NYI-4343097v4 16 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 17 of 255 (B) The Corporate Defendants and Individual Defendants will not oppose the application for service payments by Plaintiffs and Opt-Ins described in Section 3.3(A). (C) Any service payments approved by the Court shall be paid from the Total Settlement Amount. Subject to the provisions of Section 3.1(A), and in accordance with the requirements and procedures defined in Sections 3.5 and 5 of this Agreement and applicable law, the Claims Administrator shall distribute to the appropriate payees the amounts approved by the Court for service payments. If the Court denies the petition for service payments, in whole or in part, any amount not awarded will remain part of the common fund eligible for distribution to Class Members as part of the Settlement Payments described in Section 3.4. 3.4 Settlement Payments. (A) The Claims Administrator shall calculate “Settlement Payments” for all Plaintiffs, Opt-Ins , and other Class Members as follows: (1) The Claims Administrator shall determine a “Net Settlement Amount,” which shall equal the Total Settlement Amount minus the reserve set aside for the reasonable costs for settlement administration (see Section 3.1(A)), the amount that the Court awards Class Counsel for attorneys’ fees and reimbursement of costs (see Section 3.2(A)), and the amount that the Court awards as service payments (see Section 3.3). (2) The Claims Administrator shall determine an “Individual Numerator” for each Class Member using data that Defendants will provide under Section 5. (a) Subject to the provisions of Section 3.4(A)(2)(b), an individual’s Individual Numerator shall equal, (i) the number of any full weeks that the individual worked as a non-exempt retail store Associate at DSG and/or Galyan’s in a Covered State during the Covered Period applicable to that individual (see Section 1.4), plus the number of any full weeks not covered by the immediately preceding clause that the individual worked as a non-exempt retail store associate at DSG and/or Galyan’s during the Covered Period applicable to the FLSA Class (see Section 1.5) (the number of full weeks referenced in this clause (i) shall be referred to as “Tenure”), multiplied by (ii) that individual’s average hourly base rate of pay during the weeks described in clause (i) above. For those Class Members who worked less than one full week as a non-exempt retail store Associate at DSG and/or Galyan’s during the applicable Covered Periods, they shall be credited with one full week of Tenure for purposes of this Section 3.4. (b) For any Class Member: (i) who was employed by DSG as a non-exempt retail store Associate on September 15, 1996 in Illinois or Ohio and had positive earnings in the first pay period after September 15, 1996, or NYI-4343097v4 17 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 18 of 255 (ii) who was employed by Galyan’s as a non-exempt retail store Associate on June 23, 2002 in Connecticut, Florida, Illinois, Indiana, Kansas, Kentucky, Maine, Massachusetts, Michigan, Missouri, New Jersey, Ohio, Oregon, Rhode Island, Nebraska, New York, Tennessee, Utah, Vermont, Virginia, West Virginia, or Wisconsin and had positive earnings in the first pay period after June 23, 2002, the Individual Numerator shall equal the greater of the number determined in Section 3.4(A)(2)(a), or the product of that individual’s average hourly base rate of pay as determined in clause (ii) of Subsection 3.4(A)(2)(a) multiplied by the average Tenure of all Class Members. (3) The Claims Administrator shall determine a “Total Denominator” by adding together each Class Member’s Individual Numerator. (4) The Claims Administrator shall determine a “Distribution Percentage” for each Class Member by dividing each such person’s Individual Numerator by the Total Denominator. (5) The Claims Administrator shall determine a Settlement Payment for each Class Member by multiplying each such person’s Distribution Percentage by the Net Settlement Amount. (B) All Settlement Payments shall be paid from the Total Settlement Amount. Subject to the provisions of Section 3.1(A), and in accordance within the requirements and procedures defined in Sections 3.5 and 5 of this Agreement and applicable law, the Claims Administrator shall distribute to Qualified Class Members the Settlement Payments. Any amounts remaining from the Net Settlement Amount after such distribution will revert to Defendants. Specifically, Settlement Payments for Class Members who are not Qualified Class Members and any unused portions of the reserve for claims administration will revert to Defendants. 3.5 Taxability of Payments. (A) On the date this Agreement is filed with the Court, the Defendants will deposit the Settlement Amount into a separate bank account. Following the Effective Date, the Defendants will transfer the funds described in Section 5(D) of this Agreement into one or more Qualified Settlement Funds (“QSFs”), within the meaning of Treasury Regulation § 1.468B-1, et seq. In connection with the foregoing, the following definitions shall apply: (1) The Defendants shall be “transferors” within the meaning of Treasury Regulation § 1.468B-1(d)(1) to the QSF(s) with respect to the amounts transferred; (2) The Claims Administrator shall be the “administrator” of the QSF(s) within the meaning of Treasury Regulation § 1.468B-2(k)(3), responsible for causing the filing of all tax returns required to be filed by or with respect to the QSF(s), paying from the NYI-4343097v4 18 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 19 of 255 QSFs any taxes owed by or with respect to the QSFs, and complying with any applicable information reporting or tax withholding requirements imposed by Treasury Regulation § 1.468B-2(1)(2) or any other applicable law on or with respect to the QSFs, and in accordance with Section 3.5(B) of this Agreement; and (3) The Defendants and the Claims Administrator shall reasonably cooperate in providing any statements or making any elections or filings necessary or required by applicable law for satisfying the requirements for qualification as a QSF, including the relationback election within the meaning of Treasury Regulation § 1.468B-1(j). (B) For tax purposes, with respect to the Settlement Payments: (1) The Claims Administrator, as the administrator of the QSF making such payments, shall report 50% of the respective Settlement Payments made to the respective payees (collectively “Employees”) pursuant to Section 3.4 as wages of the Employees to the respective Employees and to the United States Internal Revenue Service and to other appropriate taxing authorities (“Taxing Authority” or “Taxing Authorities”) on a Form W-2. This portion of the Settlement Payments (the “Wage Portion”) shall be subject to applicable employment taxes and withholding taxes, as determined by the Claims Administrator as administrator of the QSF making such payments. (2) The other half of the respective Settlement Payments is compensation for alleged liquidated damages and interest, and the Claims Administrator, as the administrator of the QSF making such payments, shall report such amounts as such to the respective Employees and to the Taxing Authorities on a Form 1099. This portion of the Settlement Payments (the “Non-Wage Portion”) shall not be subject to backup withholding or other applicable tax withholding unless required by law, as determined by the Claims Administrator as administrator of the QSF making such payments. (3) In the event that it is subsequently determined by any Taxing Authority that any Employee owes any additional taxes with respect to any money distributed under this Agreement, it is expressly agreed that liability for such taxes rests exclusively with that Employee and that the Corporate Defendants and Individual Defendants will not be responsible for the payment of such taxes, including any interest and penalties. (C) The Claims Administrator, as the administrator of the QSF making such payments, shall report to the respective payees and to the Taxing Authorities on a Form 1099 any service payments made pursuant to Section 3.3, and such payments will not be subject to backup or other tax withholding unless required by law, as determined by the Claims Administrator as administrator of the QSF making such payments. (D) The Claims Administrator, as the administrator of the QSF making such payments, shall report to Thomas & Solomon LLP and to the Taxing Authorities on a Form 1099, under Thomas & Solomon LLP’s federal taxpayer identification number, the fees and costs paid to Class Counsel pursuant to Section 3.2, and such payments will not be subject to backup or other tax withholding unless required by law, as determined by the Claims Administrator as administrator of the QSF making such payments. NYI-4343097v4 19 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 20 of 255 (E) The Defendants shall have no liability or responsibility whatsoever for taxes of the QSFs, any Class Member, Class Counsel, or any other person or the filing of any tax returns, information reports or other documents with the Internal Revenue Service or any other taxing authority with respect thereto. Recipients of any payments made pursuant to this Agreement will be solely responsible for all taxes, interest and penalties owed by such recipients with respect thereto, and will indemnify, defend, and hold the Corporate Defendants and Individual Defendants and the Claims Administrator harmless from and against any and all taxes and interest as a result of such recipient’s failure to timely pay such taxes. (F) Plaintiffs, on behalf of the FLSA Class and Subclasses, acknowledge and agree that the Corporate Defendants and Individual Defendants have provided no advice as to the taxability of the payments received pursuant to this Agreement. 4. RELEASE 4.1 Release of Claims. By operation of the entry of the judgment, in the form of Exhibit A, and order, in the form of Exhibit B, and except as to such rights or claims as may be created by this Agreement, Plaintiffs and, unless they timely opt-out pursuant to Section 2.5, each individual Class Member forever and fully releases the Individual Defendants and the Corporate Defendants and their owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, affiliates, benefit plans, plan fiduciaries and/or administrators, and assigns, and all persons acting by, through, under or in concert with any of them, including any party that was or could have been named as a defendant in the Litigation and/or the State Actions (collectively, the “Releasees”) from any and all past and present matters, claims, demands, and causes of action of any kind, whatsoever, whether at common law, pursuant to statute, ordinance, or regulation, in equity or otherwise, and whether arising under federal, state, local, or other applicable law, which any such individual has or might have, known or unknown, asserted or unasserted, of any kind whatsoever, that are based upon an alleged failure to pay overtime or other compensation, that otherwise relate to the Litigation and/or the State Actions or that arise out of or relate to the facts, acts, transactions, occurrences, events or omissions alleged in the Litigation and/or the State Actions, and/or that otherwise arise out of or relate to the assertion of claims in the Litigation and/or the State Actions, and that arose during any time that such individuals worked for DSG and/or Galyan’s up until the date of the entry of the order granting Final Approval (“Released Claims”). The Released Claims include without limitation claims asserted in the Litigation and/or the State Actions and any other claims based on state or federal law governing overtime pay, failure to pay wages, denial of meal periods and rest breaks, failure to compensate for missed and/or interrupted meal breaks, denial of spread of hours pay, failure to pay wages upon termination, failure to provide itemized wage statements, retaliation due to the filing of or participation in the Litigation, unfair competition, failure to make payments due, failure to provide benefits or benefit credits, failure to keep records of hours worked or compensation due, failure to post a summary and/or notice of wage-hour laws, and penalties for any of the foregoing, including without limitation claims under the Fair Labor Standards Act (“FLSA”), the Employee Retirement Income Security Act (“ERISA”), the Racketeer Influenced Corrupt Organizations Act (“RICO”), Ariz. Rev. Stat. §§ 23-350, et seq., Colo. Rev. Stat. Ann. §§ 8-6- NYI-4343097v4 20 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 21 of 255 101 et seq., 7 Colo. Code Regs. § 1103-1, Conn. Gen. Stat. §§ 31-60, et seq. 31-71a, et seq., 19 Del. Code Ann. §§ 1101, et seq., Ga. Code Ann. § 34-7-2, 820 Ill. Comp. Stat. 105/4a, 115/1, 56 Ill. Admin. Code §§ 210.100, 210.420, Ind. Code Ann. §§ 22-2-2-2, et. seq., 22-2-2-4(j), 22-25-1, et seq., Iowa Code §§ 91A, et seq., Kan. Stat. Ann. §§ 44-312, et seq., 44-1204, Kan. Admin. Regs §§49-20-1, 49-30-1, Ky. Rev. Stat. Ann. § 337.010, et seq., 337.285, 803 Ky. Admin. Regs 1:060, 1:065, Me. Rev. Stat. Ann. tit. 26, § 621, et seq., 664, Md. Code Labor & Empl. Art. §§ 3-415, 3-501, Mass. Gen. Laws ch. 149 § 148, Mass. Gen. Laws ch. 151 § 1A, Mich. Comp. Laws §§ 408.381, et seq., 408.384a, Minn. Stat. Ann. §§ 177.21, et seq., 177.25, Minn. Rules 5200.0120, Mo. Rev. Stat. §§ 290.010, et seq., 290.505, Neb. Rev. Stat. § 48-1228, et seq., Nev. Rev. Stat. § 608, et seq., N.H. Rev. Stat. Ann. ch. 275, § 43, et seq., N.H. Rev. Stat. Ann. ch. 279 § 21-a, N.J. Stat. Ann. § 34:11-56(a), et seq., N.J. Admin. Code § 12:56-5.2, the New York Minimum Wage Act, New York Labor Law §§ 650 et seq., New York Wage Payment Act, New York Labor Law § 190 et seq., the New York State Department of Labor Regulations, 12 N.Y.C.R.R. part 142, N.C. Gen. Stat. §§ 95-25.22, 95-25.4(a), Ohio Rev. Code Ann. § 4111.01, et seq., Or. Rev. Stat. §§ 652.110, et seq., 653.261, 43 Pa. Stat. Ann. § 333, et seq., 34 Pa. Code § 231.41, 43 Pa. Cons. Stat. § 333.104(c), R.I. Gen. Laws §§ 28-12-4, et seq., 28-14-1, et seq., S.C. Code Ann. § 41-10-10, et seq., Tenn. Code Ann. § 50-2-101, et seq., Tex. Labor Code Ann. § 50-2-101, et seq., Tex Labor Code Ann. § 61.001, et seq., Vt. Stat. Ann. tit. 21, §§ 342, et seq., 384, et seq., Wis. Stat. §§ 103.025, 109.01, et seq., Wis. Admin. Code §§ 272.01, et seq., 274.01, et seq., W. Va. Code § 21-5-1, et seq., and the statutes, regulations, and common laws of all other states relating to the foregoing. 4.2 Release of Fees and Costs. Class Counsel and Plaintiffs, on behalf of the Subclasses, the FLSA Class, and each individual member of each respective class, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Corporate Defendants and/or Individual Defendants (and/or any others as to whom claims are released in Section 4.1) for attorneys’ fees or costs associated with the Litigation and/or the State Actions and Class Counsel’s representation of any and all individuals in the Litigation and/or the State Actions. Class Counsel further understand and agree that any fee payments approved by the Court will be the full, final and complete payment of all attorneys’ fees and costs associated with Class Counsel’s representation of these individuals. The Corporate Defendants and Individual Defendants (as well as all others as to whom claims are released in Section 4.1) shall have no additional liability for any fees and costs associated with the Litigation and/or the State Actions. 4.3 No Assignment. Class Counsel and Plaintiffs, on behalf of the Subclasses and the FLSA Class, and each individual member of each such class, represent and warrant that they have not assigned or transferred, or purported to assign or transfer, to any person or entity, any claim or any portion thereof or interest therein, including, but not limited to, any interest in the Litigation and/or the State Actions, or any related action(s). 4.4 Non-Admission of Liability. The Corporate Defendants and Individual Defendants in no way admit any violation of law or any liability whatsoever to Plaintiffs, the Subclasses, the FLSA Class, or any other individual, individually or collectively, all such liability being expressly denied. Likewise, the Corporate Defendants and Individual Defendants in no way admit to the suitability of the Litigation and/or the State Actions for class or collective action litigation other than for purposes of settlement. Rather, Defendants enter into this NYI-4343097v4 21 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 22 of 255 Agreement to avoid further protracted litigation and to resolve and settle all disputes. Settlement of the Litigation and the State Actions, negotiation and execution of this Agreement, and all acts performed or documents executed pursuant to or in furtherance of this Agreement or the settlement: (a) are not, shall not be deemed to be, and may not be used as an admission or evidence of any wrongdoing or liability on part of the Corporate Defendants and Individual Defendants or of the truth of any of the factual allegations asserted in the Litigation and/or State Actions; (b) are not, shall not be deemed to be, and may not be used as an admission or evidence of fault or omission on the part of the Corporate Defendants and Individual Defendants in any civil, criminal, administrative or arbitral proceeding; and (c) are not, shall not deemed to be, and may not be used as an admission or evidence of the appropriateness of these or similar claims for class certification or administration or collective action treatment other than for purposes of administering this Agreement. The Parties understand and agree that this Agreement and all exhibits hereto are settlement documents and shall be inadmissible in evidence in any proceeding, except an action or proceeding (including appeals) to approve, interpret, or enforce the terms of this Agreement. 5. PLAN OF DISTRIBUTION (A) Within 5 calendar days after the Final Approval, Defendants will provide the Claims Administrator with lists, in electronic form, detailing: (1) The Total Settlement Amount; (2) The dates that each Class Member worked as a non-exempt retail store Associate at DSG and/or Galyan’s in a Covered State during the Covered Period applicable to that individual (see Section 1.4), plus the dates not included in the immediately preceding clause that the individual worked as a non-exempt retail store Associate at DSG and/or Galyan’s during the Covered Period applicable to the FLSA Class (see Section 1.5); (3) For the time periods referenced in Section 5(A)(2), the hourly rate(s) of pay for each Class Member; and (4) Sufficient information to enable the Claims Administrator to determine whether such Class Member shall have his or her Individual Numerator calculated pursuant to Section 3.4(A)(2)(b). (B) Defendants’ obligation to provide data under this Agreement shall be limited to time periods for which it currently possesses reliable and readily accessible data. Notwithstanding any other provision in this Agreement, Defendants shall have no obligation, as to individuals who worked as non-exempt retail store associates at DSG, to supply data covering time periods prior to September 15, 1996, or, as to individuals who worked as non-exempt retail store associates at Galyan’s, to supply data covering time periods prior to June 23, 2002. The data provided by Defendants to the Claims Administrator pursuant to this Agreement (other than address information) shall be conclusively presumed to be accurate. (C) Within 20 calendar days after the Final Approval, the Claims Administrator shall provide to Class Counsel and Defendants’ Counsel a proposed plan of distribution of the Total Settlement Amount, containing the names of and proposed distribution NYI-4343097v4 22 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 23 of 255 to each Qualified Class Member (“Plan of Distribution”). At the same time, the Claims Administrator shall also provide an itemized list of its costs and expenses and all other amounts to be deducted from the Total Settlement Amount, and the Claims Administrator shall also specify the amount of payroll taxes due on the Wage Portions of the Settlement Payments to Qualified Class Members. Each Party shall have 7 calendar days from receipt of the Plan of Distribution to serve the other Party and the Claims Administrator with any corrections to the Plan of Distribution, or to comment on the administrative costs and expenses or other deductions. The Claims Administrator shall make any changes to the Plan of Distribution agreed upon by the Parties and then serve the final Plan of Distribution within 5 calendar days of receiving the last of such corrections. If the Parties disagree over the Plan of Distribution, they will submit any disagreement to the Court for resolution. Any dispute over administrative costs and expenses shall also be submitted to the Court. (D) Within the later of 7 calendar days after the Effective Date of this Agreement, or 7 calendar days after the Court resolves any disagreement submitted to the Court pursuant to Section 5(C), DSG will transfer to the Claims Administrator, to be maintained in one or more QSFs, the Total Settlement Amount (less (i) an amount equal to the Settlement Payments to Class Members who are not Qualified Class Members and (ii) an amount equal to any unused portion of the reserve set aside for claims administration), and an additional amount equal to DSG’s share of payroll taxes on the Wage Portion of the Settlement Payments to Qualified Class Members. This transfer shall be subject to Section 3.5(A) of this Agreement and applicable law, and it shall be made with the consent of the Claims Administrator (which consent shall not be unreasonably withheld). (E) Within the later of 10 calendar days after the Effective Date of this Agreement, or 10 calendar days after the Court resolves any disagreement submitted to the Court pursuant to Section 5(C), the Claims Administrator will transfer by electronic means to Thomas & Solomon LLP funds (and associated tax forms as provided in Section 3.5(D)) representing the payment described in Section 3.2. (F) Within the later of 45 calendar days after the Effective Date of this Agreement, or 45 calendar days after the Court resolves any disagreement submitted to the Court pursuant to Section 5(C), the Claims Administrator will mail to the appropriate payees checks representing the payments described in Sections 3.3 and 3.4. The Claims Administrator will also mail the associated tax forms described in Sections 3.5(B) & (C). (G) The Claims Administrator shall use reasonable efforts to make a second mailing to persons whose checks are returned because of incorrect addresses. Such efforts shall include using social security numbers to obtain better address information and attempting to call such persons. Any additional efforts undertaken shall be in the sole discretion of the Claims Administrator. All efforts of the Claims Administrator to send checks shall cease no later than 2 months after the Claims Administrator makes the initial mailing of the checks. Any check not cashed by the payee within 90 days after the Claims Administrator makes the initial mailing of that check shall be void. Payment may be stopped on such check, and the amount thereof shall revert to Defendants. NYI-4343097v4 23 Case 6:05-cv-06253-CJS-JWF Document 384-2 6. Filed 01/28/11 Page 24 of 255 PUBLIC STATEMENTS; CLASS MEMBER INQUIRIES; NO SOLICITATION Plaintiffs and Class Counsel shall: (1) make no public statement regarding the terms of this Agreement or the settlement of the Litigation and State Actions, except as required to obtain Court approval of the settlement; (2) issue no press release regarding this Agreement or the settlement of the Litigation and the State Actions; and (3) not mention or describe this Agreement, the Litigation and/or the State Actions or the settlement in any internet website or any other marketing materials, whether in paper form, electronic, or in any other type of media, or as part of any marketing efforts, whether written or oral. Notwithstanding the foregoing, after Final Approval of the settlement, Class Counsel may respond to inquiries about the Litigation and/or the State Actions by stating only that the matter was resolved. The terms of this paragraph shall expire on the date 2 years and 6 months after Final Approval. 7. MISCELLANEOUS 7.1 Cooperation Between The Parties; Further Acts. The Parties shall cooperate fully with each other and shall use reasonable efforts to obtain the Court’s approval of this Agreement and all of its terms. The Parties, upon the request of any other party, agree to perform such further acts and to execute and deliver such other documents as are reasonably necessary to carry out the provisions of this Agreement. 7.2 Entire Agreement. Other than the executed Claim Forms and Individual Releases (described in Paragraph 2.7), this Agreement constitutes the entire agreement between the Parties with regard to the subject matter contained herein. All prior and contemporaneous negotiations and understandings between the Parties (other than executed Claim Forms and Individual Releases) shall be deemed merged into this Agreement. 7.3 Binding Effect. This Agreement shall be binding upon the Parties and, with respect to Class Members, their spouses, children, representatives, heirs, administrators, executors, beneficiaries, conservators, attorneys and assigns. 7.4 Arms’ Length Transaction; Materiality of Terms. The Parties have negotiated all the terms and conditions of this Agreement at arms’ length. All terms and conditions of this Agreement in the exact form set forth in this Agreement are material to this Agreement and have been relied upon by the Parties in entering this Agreement. 7.5 Captions. The captions or headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall have no effect upon the construction or interpretation of any part of this Agreement. 7.6 Construction. This Agreement shall be construed in accordance with the laws of the State of New York. The determination of the terms and conditions of this Agreement has been by mutual agreement of the Parties. Each party participated jointly in the drafting of this Agreement; therefore the terms and conditions of this Agreement are not intended to be, and shall not be, construed against any party by virtue of draftsmanship. NYI-4343097v4 24 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 25 of 255 7.7 Force and Effect. Following the Effective Date, if any provision of this Agreement is held by a court of competent jurisdiction to be void, voidable, unlawful, or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 7.8 Continuing Jurisdiction. The Court shall retain jurisdiction over the interpretation and implementation of this Agreement as well as all matters arising out of, or related to, the interpretation or implementation of this Agreement and of the settlement contemplated hereby. The Court shall not have jurisdiction to modify the terms of this Agreement or to increase Defendants’ payment obligations hereunder. 7.9 Waivers, etc. to be in Writing. No waiver, modification or amendment of the terms of this Agreement, whether purportedly made before or after the Court’s approval of this Agreement, shall be valid or binding unless in writing, signed by or on behalf of all Parties and then only to the extent set forth in such written waiver, modification or amendment, subject to any required Court approval. Any failure by any Party to insist upon the strict performance by the other Party of any of the provisions of this Agreement shall not be deemed a waiver of future performance of the same provisions or of any of the other provisions of this Agreement, and such Party, notwithstanding such failure, shall have the right thereafter to insist upon the specific performance of any and all of the provisions of this Agreement. 7.10 Counterparts. The Parties may execute this Agreement in counterparts, and execution in counterparts shall have the same force and effect as if the Parties had signed the same instrument. 7.11 Facsimile or Emailed Signatures. Any signature made and transmitted by facsimile or email for the purposes of executing this Agreement shall be deemed an original signature for purposes of this Agreement and shall be binding upon the Party whose counsel transmits the signature page by facsimile or email. 7.12 Signature by Class Counsel. By its signature below, the law firm of Thomas & Solomon, LLP represents it has been authorized by Plaintiffs, the Opt-Ins, and all Class Counsel to sign this Agreement on their behalf. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] NYI-4343097v4 25 Case 6:05-cv-06253-CJS-JWF Document 384-2 28 28 Filed 01/28/11 Page 26 of 255 ____________________________________________ _______________________________________________ Case 6:05-cv-06253-CJS-JWF Document 384-2 DATED: DICKS SPORTING GOODS, 1NC 2011 January Filed 01/28/11 Page 27 of 255 By:____________________________ Its: DATED: January , GALYAN’S TRADING COMPANY, LLC 2011 By:___________________________ Its: DATED: THOMAS & SOLOMON LLP January 2011 By:___________________________ Søfoo’.. NYI-4343097v4 26 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 28 of 255 EXHIBIT A UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. FINAL JUDGMENT WHEREAS, on [DATE], this Court granted preliminary approval to a settlement of this action, embodied in the Parties’ Global Settlement Agreement (“Settlement Agreement”), and described the Rule 23 classes and the FLSA collective action that have been asserted in this case; WHEREAS, on [DATE], the Court entered its Order Confirming Certification of Class/Collective Action and Granting Final Approval to Settlement (“Final Approval Order”), granting final approval to the settlement. In the Final Approval Order, the Court found that the settlement is fair, reasonable, and adequate as to the Class Members (as defined in the Settlement Agreement) and Section I of this Court’s [DATE] Order (the “Preliminary Approval Order”)); WHEREAS, the Court has found that the notice sent to the Opt-Ins and Subclass Members (as defined in the Settlement Agreement) fairly and adequately informed them of the terms of the settlement, was consistent with Federal Rule of Civil Procedure 23 and due process, and was given in the manner prescribed by the Settlement Agreement and the Court’s Preliminary Approval Order: NYI-4341552v2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 29 of 255 This Court hereby enters final judgment in this case. As to Plaintiffs, and as to all OptIns and Class Members (as defined in the Settlement Agreement) who did not timely opt out, the Court dismisses the matter with prejudice, in accordance with the terms of the Settlement Agreement, the Final Approval Order, and the Preliminary Approval Order. The Court hereby permanently enjoins and restrains Plaintiffs and all Opt-Ins and Class Members who did not timely opt out from asserting any and all claims that were released pursuant to the Settlement Agreement and the Final Approval Order. [This Final Judgment shall not bind the persons listed in Exhibit A, who have timely opted out of the Subclasses and FLSA Class.] Without affecting the finality of this Final Judgment in any way, the Court reserves exclusive and continuing jurisdiction over this action, Plaintiffs, any Opt-Ins and Class Members who did not timely opt out, and the Defendants for the purposes of supervising the implementation, enforcement, construction and interpretation of the Settlement Agreement, the Preliminary Approval Order, the Final Approval Order, and this Final Judgment. DATED:___________________ NYI-4341552v2 ____________________________________ Hon. Charles J. Siragusa United States District Judge 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 30 of 255 EXHIBIT B UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. ORDER CONFIRMING CERTIFICATION OF CLASS/COLLECTIVE ACTION AND GRANTING FINAL APPROVAL TO SETTLEMENT[,] [AND GRANTING CLASS COUNSEL’S’ MOTION FOR ATTORNEYS’ FEES][,] [AND GRANTING PLAINTIFFS’ & OPT-INS’ MOTION FOR SERVICE PAYMENTS] On [DATE], the parties to this action entered into a Global Settlement Agreement (“Settlement Agreement”), and on [DATE] they applied for preliminary approval of that agreement and the terms thereof. On [DATE], this Court granted preliminary approval to the Settlement Agreement, conditionally certified the FLSA Class, and provisionally certified the Subclasses under Rule 23 of the Federal Rules of Civil Procedure. This Court subsequently directed that notice of the Settlement Agreement, its terms, and the applicable procedures and schedules be provided to proposed members of the FLSA Class and to the Subclasses. All OptIns and absent Subclass Members were given an opportunity to object to the settlement and/or opt out of it. NYI-4341559v6 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 31 of 255 On [DATE], the parties jointly filed a Motion for Order Confirming Certification of the Subclasses and FLSA Class and Granting Final Approval of the Settlement (“Final Approval Motion”). This Court held a hearing on that motion on [DATE]. And on [DATE], Class Counsel filed a Motion for an Award of Attorneys Fees and Reimbursement of Costs. Also on [DATE], Plaintiffs and Opt-Ins filed a separate Motion for Award of Service Payments. Defendants did not oppose either motion, which the Parties agree are to be considered by the Court separately from the Final Approval Motion. This Court held a hearing on Plaintiffs’ and Class Counsel’s separate motions on [DATE]. [PARAGRAPHS 1-13 ARE PROPOSED BY ALL PARTIES AND RELATE SOLELY TO THE FINAL APPROVAL MOTION:] NOW, THEREFORE, IT IS HEREBY ORDERED, upon consideration of the Settlement Agreement, the Final Approval Motion, as well as the Parties’ briefs, declarations, and oral arguments in support of that motion, and the proceedings in this action to date, as follows: 1. Except as otherwise specified herein, the Court for purposes of this Order adopts all defined terms set forth in the Settlement Agreement. 2. This Court has jurisdiction over the subject matter of this litigation and all matters relating thereto, and over all Parties. 3. This Court confirms as final its provisional certification under Fed. R. Civ. P. 23(a) and (b)(3) of the Subclasses for purposes of settlement and based on the findings in Sections III of the Court’s [DATE] Order. The Subclasses raise the state law class claims identified in the Third Amended Complaint. 4. The Court confirms as final the appointment of the following as the class representatives of the FLSA Class and the Subclasses: FLSA Class: Plaintiffs NYI-4341559v6 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 32 of 255 Alabama Subclass: Nikita Thomas, Terri Jackson, Rolanzo Doxie Arizona Subclass: Shawn Lamberty Colorado Subclass: Thomas Mullaney, Jared Jones, Vanessa Seelaus Connecticut Subclass: Eric Strid, Kevin Ward Delaware Subclass: Jamie Alfonsi, Kelly Quirk Florida Subclass: Kyle Kennedy, Patrick McAlee Georgia Subclass: Daniel Kennedy, Melvin Grannum Illinois Subclass: Jennifer Gleason, Kevin Bujak, Elesha Williams, Thad Olson, Eric Schmidt Indiana Subclass: Michael Chatterton, Nicole Jones Iowa Subclass: Tyler Muilenberg, Gabriel Hodge Kansas Subclass: Anthony Boyer, Robert Walker Kentucky Subclass: Degeorgio Cosby, Summer Guthrie Maine Subclass: Nickole Gagne Maryland Subclass: Anthony Dunston II, Tomasa Rainey, Crystal Hunsicker Massachusetts Subclass: Raymond Lenahan, Heather Skutnik, Matthew Bencal Michigan Subclass: Sean Kirt Minnesota Subclass: Daniel Lorenz, Adam Estrem Missouri Subclass: Jason Mensinger, Kathleen Birkenmeier Nebraska Subclass: Dannette Stackhouse, Karie Bradley Nevada Subclass: Frederick McDonald, Christian Broadway New Hampshire Subclass: Eric Johnston New Jersey Subclass: Simone McAdams, George Tiesmeyer, Sean Mirek New York Subclass: Tamara Barrus, Carolyn Caulkins, Michael D’Agostino, Jeffrey Little NYI-4341559v6 3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 33 of 255 North Carolina Subclass: Joseph Day, Linda Brantley, Benjamin Rivenbark, Bradley Mullis Ohio Subclass: Jennifer Fulwider, Justin Price, Lee Liguore, Tim Bevins, Brian Jones Oregon Subclass: Jesse Liebman Pennsylvania Subclass: Jacob Roberts, Jared Pentz, Greg Pavlick, John Behmke, Matthew Couch, Elizabeth Rhodes Rhode Island Subclass: Sean Rowe South Carolina Subclass: James Morgan, Stephen Harry Tennessee Subclass: Jerry Hackler Texas Subclass: Alexander Cheng, Sandra Cornish Utah Subclass: Randy Alleman Vermont Subclass: John Brown Virginia Subclass: Edward Wlazlowski, Phillip Clark West Virginia Subclass: Justin Jenkins Wisconsin Subclass: Kelley Clark, Luis Madrigal The Court likewise confirms as final the appointment of Patrick J. Solomon, J. Nelson Thomas, and Peter J. Glennon of Thomas & Solomon LLP as Class Counsel for the Subclasses and the FLSA Class. 5. The Court confirms as final its conditional designation of the FLSA Class as an FLSA collective action pursuant to 29 U.S.C. § 216(b), for purposes of settlement. The Court finds that certain individuals (including Plaintiffs) have opted in to this FLSA Class, and that these individuals are similarly situated for purposes of settlement, and the Court therefore certifies the FLSA Class as a collective action. The FLSA Class raises the FLSA class claims asserted in the Third Amended Complaint. NYI-4341559v6 4 Case 6:05-cv-06253-CJS-JWF Document 384-2 6. Filed 01/28/11 Page 34 of 255 If, for any reason, this Order and the final judgment entered concurrently herewith do not become Final, this Order, including the certification of the Subclasses under Rule 23 and the grant of final certification of the FLSA Class under 29 U.S.C. § 216(b), shall be vacated; the Parties shall return to their respective positions in this lawsuit as those positions existed immediately before the Parties executed the Settlement Agreement; and nothing stated in the Settlement Agreement or any other papers filed with this Court in connection with the settlement shall be deemed an admission of any kind by any of the Parties or used as evidence against, or over the objection of, any of the Parties for any purpose in this action or in any other action. 7. The Subclass Member Documents and Opt-In Documents (as defined in the Settlement Agreement) given, respectively, to the Subclass Members and Opt-Ins, pursuant to this Court’s [DATE] Order, constituted the best notice practicable under the circumstances, was accomplished in all material respects, and fully met the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process, the United States Constitution and any other applicable law. 8. This Court grants final approval to the Settlement Agreement and the settlement set forth therein. The Court finds that the settlement is fair, reasonable, and adequate in all respects and that it is binding on Plaintiffs and all Opt-Ins and Subclass Members who did not timely opt out pursuant to the procedures set forth in this Court’s [DATE] Order and the Settlement Agreement. A list of Opt-Ins and Subclass Members who timely opted out is attached to the Final Judgment as Exhibit A. [DELETE PRECEDING SENTENCE IF NO CLASS MEMBERS OPT OUT.] The Court specifically finds that the settlement is rationally related to the strength of the claims in this case given the risk, expense, complexity, and duration of further litigation. This Court also finds that the Settlement Agreement is the result of arms- NYI-4341559v6 5 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 35 of 255 length negotiations between experienced counsel representing the interests of the Plaintiffs and Defendants, after thorough factual and legal investigation. 9. The Court finds the proposed plan of allocation is rationally related to the relative strengths and weaknesses of the respective claims asserted. The mechanisms and procedures set forth in the Settlement Agreement by which Settlement Payments are to be calculated and made to Plaintiffs and Class Members filing timely claims are fair, reasonable and adequate, and payment shall be made according to those allocations and pursuant to the procedure set forth in the Settlement Agreement. The Court finds that the reserve set aside for the costs of settlement administration is reasonable and is approved. 10. One person who filed an opt-in statement to join the action, Charles Johnson, does not fall within the definition of the FLSA Class or any of the Subclasses. His claims are dismissed without prejudice. [IF OTHERS FALL OUTSIDE THE DEFINITIONS ARE IDENTIFIED, CHANGE PARAGRAPH 10 TO READ: The following people filed an opt-in statement to join the action but do not fall within the definition of the FLSA Class or any of the Subclasses: Charles Johnson, [NAMES]. The claims of these individuals are dismissed without prejudice.] 11. By operation of the entry of this Order, all claims described in Section 4 of the Settlement Agreement, and in the Claim Form and Individual Release executed by certain members of the Subclasses and the FLSA Class, are fully, finally and forever released, relinquished and discharged. The Court has reviewed the documents referenced above and finds all of these releases to be fair, reasonable, and enforceable under the FLSA and Fed. R. Civ. P. 23 and all other applicable law. NYI-4341559v6 6 Case 6:05-cv-06253-CJS-JWF Document 384-2 12. Filed 01/28/11 Page 36 of 255 The Parties entered into the Settlement Agreement solely for the purpose of compromising and settling disputed claims. The Corporate Defendants and Individual Defendants in no way admit any violation of law or any liability whatsoever to Plaintiffs, Opt-Ins and the other Class Members, individually or collectively, liability being expressly denied by the Corporate Defendants and Individual Defendants. 13. The Court retains jurisdiction over this matter for purposes of resolving issues relating to administration, implementation, and enforcement of the Settlement Agreement. [PARAGRAPHS 14 AND 15 ARE PROPOSED BY PLAINTIFFS ONLY AND RELATES SOLELY TO THE MOTION FOR ATTORNEYS FEES AND REIMBURSEMENTS OF COSTS:] FURTHERMORE, IT IS HEREBY ORDERED, upon consideration of Class Counsel’s Motion for An Award of Attorneys’ Fees and Reimbursement of Costs, as well as Class Counsel’s brief, declarations, and oral argument in support of that motion, as follows: 14. An award of attorneys’ fees equal to no more than 33.33% of the Settlement Amount, plus reimbursement of reasonable litigation costs, is approved. Such award is reasonable in light of the effort expended and risks undertaken by Class Counsel, and the results of such efforts including the ultimate recovery obtained. 15. This fee award shall supersede and extinguish any prior agreement between Class Counsel and any Plaintiff and/or other Class Member concerning attorneys fees and costs associated with the Litigation and/or State Actions, and it shall be the full, final, and complete payment of all attorneys’ fees and costs associated with Class Counsel’s representation of the FLSA Class, the Subclasses, and, to the extent applicable, any of their members in connection with the Litigation and the State Actions. [PARAGRAPH 16 IS PROPOSED BY PLAINTIFFS ONLY AND RELATES SOLELY TO THE MOTION FOR SERVICE PAYMENTS:] NYI-4341559v6 7 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 37 of 255 FINALLY, IT IS HEREBY ORDERED, upon consideration of Plaintiffs’ and the OptIns’ Motion for An Award of Service Payments, as well as their brief, declarations, and oral argument in support of that motion, as follows: 16. Service payment are approved as follows: For Barrus, Caulkins, Little and D’Agostino, the original named plaintiffs in the Litigation, $20,000.00 each; For Plaintiffs and/or Opt-Ins who were deposed in this action, $5,000.00 each; For Plaintiffs and/or Opt-Ins who submitted an affidavit in connection with this action, $2,500.00 each; For Plaintiffs who served as named plaintiffs in the State Actions, $1,000.00 each; For each Opt-In, $100.00 each. Together, such service payments represent ___% of the Settlement Amount and are in addition to the amounts Plaintiffs and Opt-Ins will otherwise receive as their share of the recovery. Such service payment is to compensate certain Plaintiffs and Opt-Ins for the personal risks borne in bringing the litigation and for the time and effort expended in assisting in the prosecution of the litigation and the ultimate recovery. DATED:___________________ NYI-4341559v6 ____________________________________ Hon. Charles J. Siragusa United States District Judge 8 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 38 of 255 EXHIBIT C UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. ORDER PROVISIONALLY CERTIFYING CLASS ACTION, CONDITIONALLY CERTIFYING FLSA COLLECTIVE ACTION, APPROVING NOTICE, PRELIMINARILY APPROVING SETTLEMENT, AND SETTING FAIRNESS HEARING Plaintiffs Tamara Barrus, Carolyn Caulkins, Jeffrey Little, Michael D’Agostino, Jennifer Gleason, Kevin Bujak, Elesha Williams, Thad Olson, Eric Schmidt, Sean Kirt, Jennifer Fulwider, Justin Price, Lee Liguore, Tim Bevins, Michael Chatterton, Nicole Jones, Daniel Lorenz, Adam Estrem, Thomas Mullaney, Jared Jones, Vanessa Seelaus, Degeorgio Cosby, Eric Strid, Kevin Ward, Joseph Day, Linda Brantley, Benjamin Rivenbark, Anthony Dunston II, Tomasa Rainey, Crystal Hunsicker, Raymond Lenahan, Heather Skutnik, Simone McAdams, George Tiesmeyer, Sean Mirek, Jacob Roberts, Jared Pentz, Greg Pavlick, John Behmke, Matthew Couch, Elizabeth Rhodes, Sean Rowe, James Morgan, Jerry Hackler, Randy Alleman, Kelley Clark, Alexander Cheng, Kelly Quirk, Jamie Alfonsi, Jason Mensinger, Daniel Kennedy, Robert Walker, Eric Johnston, Dannette Stackhouse, Nickole Gagne, Edward Wlazlowski, Stephen Harry, John Brown, Justin Jenkins, Frederick McDonald, Christian Broadway, Nikita NYI-4341585v6 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 39 of 255 Thomas, Terri Jackson, Tyler Muilenberg, Jesse Liebman, Shawn Lamberty, Patrick McAlee, Kyle Kennedy, Rolanzo Doxie, Melvin Grannum, Anthony Boyer. Summer Guthrie, Matthew Bencal, Sandra Cornish, Luis Madrigal, Phillip Clark, Brian Jones, Bradley Mullis, Kathleen Birkenmeier, Gabriel Hodge, and Karie Bradley (collectively “Plaintiffs”), are current and former employees of Dick’s Sporting Goods, Inc. (“DSG”) and/or Galyan’s Trading Company, LLC (“Galyan’s”).1 Plaintiffs contend that DSG and Galyan’s (together, the “Corporate Defendants”), as well as current and former DSG executives William Colombo, Jay Crosson, Edward Stack, Kathryn Sutter, and Lynn Uram (collectively, the “Individual Defendants”) failed to pay Plaintiffs, and other employees, for all time worked, including overtime compensation, in violation of the Fair Labor Standards Act (“FLSA”) and certain state laws. For their part, the Corporate Defendants and Individual Defendants (together, “Defendants”) deny Plaintiffs’ allegations. Plaintiffs sought to pursue their FLSA claims as a collective action under 29 U.S.C. § 216(b), and they sought to pursue their state law claims as a class action under Fed. R. Civ. P. 23. In prior rulings, this Court granted conditional certification to the FLSA claims, and, following notice, certain individuals have opted in to that claim. The Court has also ruled that Plaintiffs may not pursue their state law claims in a single class. However, up to now, this Court has not ruled on the propriety of Rule 23 certification of state law settlement subclasses, with each subclass limited to claims under the laws of a particular state. Notwithstanding their adversarial positions in this matter, the Parties have entered the attached Settlement Agreement, which consists of the Settlement Agreement and Exhibits A through N thereto (collectively, the “Agreement”), that, if approved by this Court, would resolve 1 Effective July 30, 2010, Galyan’s Trading Company, Inc. was converted to Galyan’s Trading Company, LLC. NYI-4341585v6 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 40 of 255 all claims in this matter, including the claims of the FLSA Class and the Subclasses (each of which is defined herein) that Plaintiffs seek to represent. Presently pending before this Court is the Parties’ Motion For Order Preliminarily Approving Settlement, Conditionally Certifying FLSA Settlement Class, Provisionally Certifying State-Law Settlement Subclasses, Approving Notice, and Setting Fairness Hearing (“Motion”). Having reviewed the Parties’ submissions, the Court now FINDS, CONCLUDES, AND ORDERS as follows: I. DEFINITION OF THE SETTLEMENT SUBCLASSES AND FLSA CLASS The Parties have entered into the Agreement solely for the purposes of compromising and settling their disputes in this matter. As part of the Agreement, DSG has agreed not to oppose, for settlement purposes only, provisional certification of the following settlement classes: The “Alabama Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Alabama at any time during the Covered Period applicable to persons employed in that State. The “Arizona Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Arizona at any time during the Covered Period applicable to persons employed in that State. The “Colorado Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Colorado at any time during the Covered Period applicable to persons employed in that State. The “Connecticut Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Connecticut at any time during the Covered Period applicable to persons employed in that State. The “Delaware Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Delaware at any time during the Covered Period applicable to persons employed in that State. NYI-4341585v6 3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 41 of 255 The “Florida Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Florida at any time during the Covered Period applicable to persons employed in that State. The “Georgia Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Georgia at any time during the Covered Period applicable to persons employed in that State. The “Iowa Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Iowa at any time during the Covered Period applicable to persons employed in that State. The “Illinois Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Illinois at any time during the Covered Period applicable to persons employed in that State. The “Indiana Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Indiana at any time during the Covered Period applicable to persons employed in that State. The “Kansas Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Kansas at any time during the Covered Period applicable to persons employed in that State. The “Kentucky Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Kentucky at any time during the Covered Period applicable to persons employed in that State. The “Maine Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Maine at any time during the Covered Period applicable to persons employed in that State. The “Maryland Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Maryland at any NYI-4341585v6 4 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 42 of 255 time during the Covered Period applicable to persons employed in that State. The “Massachusetts Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Massachusetts at any time during the Covered Period applicable to persons employed in that State. The “Michigan Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Michigan at any time during the Covered Period applicable to persons employed in that State. The “Minnesota Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Minnesota at any time during the Covered Period applicable to persons employed in that State. The “Missouri Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Missouri at any time during the Covered Period applicable to persons employed in that State. The “Nebraska Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Nebraska at any time during the Covered Period applicable to persons employed in that State. The “Nevada Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Nevada at any time during the Covered Period applicable to persons employed in that State. The “New Hampshire Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in New Hampshire at any time during the Covered Period applicable to persons employed in that State. The “New Jersey Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in New Jersey at NYI-4341585v6 5 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 43 of 255 any time during the Covered Period applicable to persons employed in that State. The “New York Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in New York at any time during the Covered Period applicable to persons employed in that State. The “North Carolina Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in North Carolina at any time during the Covered Period applicable to persons employed in that State. The “Ohio Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Ohio at any time during the Covered Period applicable to persons employed in that State. The “Oregon Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Oregon at any time during the Covered Period applicable to persons employed in that State. The “Pennsylvania Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Pennsylvania at any time during the Covered Period applicable to persons employed in that State. The “Rhode Island Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Rhode Island at any time during the Covered Period applicable to persons employed in that State. The “South Carolina Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in South Carolina at any time during the Covered Period applicable to persons employed in that State. The “Tennessee Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Tennessee at any time during the Covered Period applicable to persons employed in that State. The “Texas Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Texas at any NYI-4341585v6 6 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 44 of 255 time during the Covered Period applicable to persons employed in that State. The “Utah Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Utah at any time during the Covered Period applicable to persons employed in that State. The “Vermont Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Vermont at any time during the Covered Period applicable to persons employed in that State. The “Virginia Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Virginia at any time during the Covered Period applicable to persons employed in that State. The “West Virginia Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in West Virginia at any time during the Covered Period applicable to persons employed in that State. The “Wisconsin Subclass” shall mean: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Wisconsin at any time during the Covered Period applicable to persons employed in that State. All subclasses together are referred to as the “Subclasses.” The Subclasses are opt-out classes under Fed. R. Civ. P. 23 raising the state law class claims identified in the Third Amended Complaint, and, collectively, the members of the Subclasses are “Subclass Members.” Among others, all Plaintiffs and some (but not all) Opt-Ins (as that term is defined in the Settlement Agreement) are Subclass Members. As further part of the Agreement, Defendants have agreed not to oppose, for settlement purposes only, conditional certification pursuant 29 U.S.C. § 216(b) of the following opt-in settlement class raising the FLSA claims identified in the Third Amended Complaint: NYI-4341585v6 7 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 45 of 255 The FLSA Class: The “FLSA Class” shall mean the Plaintiffs and Opt-Ins, and all other persons who are Subclass Members. Collectively the FLSA Class Members and the Subclass Members are the “Class Members.” For purposes of the various Subclasses, the term “Covered Period” shall mean the following: For current and former employees that worked as non-exempt retail store Associates at DSG in Illinois, Indiana, Kentucky, and Ohio, from September 15, 1996 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Rhode Island, from November 24, 1996 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in New York, from July 5, 1999 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Connecticut, Maine, Michigan, New Jersey, Tennessee, and Vermont, from June 27, 2000 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Massachusetts, from July 17, 2000 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Alabama, Nevada, Oregon, Utah, and Wisconsin, from November 24, 2000 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Kansas, Missouri, Nebraska, West Virginia, and Florida, from June 27, 2001 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Virginia, from November 24, 2001 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at Galyan’s in Alabama, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Michigan, Missouri, New NYI-4341585v6 8 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 46 of 255 Jersey, Ohio, Nebraska, Nevada, New York, Utah, Virginia, and Wisconsin from June 23, 2002 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Pennsylvania, from June 27, 2002 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG and Galyan’s in Texas, from November 24, 2002 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG and Galyan’s in Maryland, from June 13, 2003 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG and Galyan’s in Colorado, Minnesota, and North Carolina, from June 27, 2003 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Delaware and South Carolina, from June 27, 2003 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Arizona and New Hampshire, from November 24, 2003 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG and Galyan’s in Georgia, from November 24, 2004 to the date of the order granting Preliminary Approval. For current and former employees that worked as non-exempt retail store Associates at DSG in Iowa, from November 24, 2004 to the date of the order granting Preliminary Approval. For purposes of the FLSA Class, the term “Covered Period” shall mean: For current and former employees that worked as non-exempt retail store Associates at DSG and Galyan’s, from July 5, 2002 to the date of the order granting Preliminary Approval. NYI-4341585v6 9 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 47 of 255 Plaintiffs assert state law claims for overtime pay and unpaid wages on behalf of the FLSA Class and each Subclass. II. DESIGNATION OF THE FLSA CLASS AS AN FLSA COLLECTIVE ACTION The Court finds that the members of the FLSA Class are similarly situated within the meaning of Section 16(b) of the Fair Labor Standards Act, 29 U.S.C. § 216(b), for purposes of determining whether the terms of settlement are fair. Accordingly, the Court conditionally certifies the FLSA Class as an FLSA collective action. III. RULE 23 CERTIFICATION OF THE SUBCLASSES In examining potential provisional certification of the Subclasses, the Court has considered: (1) the allegations, information, arguments, and authorities cited in the Motion and supporting papers; (2) the allegations, information, arguments, and authorities provided by the Parties in connection with the pleadings and other motions filed by each of them in this case; (3) Defendants’ conditional agreement, for settlement purposes only, not to oppose provisional certification of the Subclasses; (4) the terms of the Agreement; and (5) the elimination of the need, on account of the settlement, for the Court to consider any potential trial manageability issues that might otherwise bear on the propriety of class certification. In connection with its provisional certification of the Subclasses, the Court makes the following findings: (a) The Subclasses are sufficiently numerous that joinder of all class members is impracticable; (b) There are questions of law or fact common to the members of each Subclass, including whether the class members were paid for all time worked; (c) The Subclass representatives’ claims are typical of the claims of the members of the respective Subclasses in that each Class representative raises the same claims as the class members of the particular Subclass that he or she seeks to represent; NYI-4341585v6 10 Case 6:05-cv-06253-CJS-JWF Document 384-2 (d) Filed 01/28/11 Page 48 of 255 The Subclass representatives can fairly and adequately represent their respective Subclass’ interests, in that (1) Subclass representatives have retained counsel who are qualified and experienced in the issues raised in this litigation, and (2) none of the Subclass representatives has any apparent interest antagonistic to the interests of the classes that they seek to represent. The Court further concludes that the requirements of Federal Rule of Civil Procedure 23(b)(3) are satisfied because questions of law and fact common to the members of the Subclasses predominate over any questions affecting only individual members and because a settlement class is superior to other available methods for the fair and efficient adjudication of this matter. Therefore, solely for the purpose of determining whether the terms of settlement are fair, reasonable, and adequate, the Court provisionally certifies, pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure, the Subclasses as defined above. The Court authorizes that notice be mailed to potential members of the Subclasses. IV. APPOINTMENT OF CLASS REPRESENTATIVES AND CLASS COUNSEL Plaintiffs are hereby appointed as class representatives of the FLSA Class. The following persons are hereby appointed as class representatives of the respective Subclasses: Alabama Subclass: Nikita Thomas, Terri Jackson, Rolanzo Doxie Arizona Subclass: Shawn Lamberty Colorado Subclass: Thomas Mullaney, Jared Jones, Vanessa Seelaus Connecticut Subclass: Eric Strid, Kevin Ward Delaware Subclass: Jamie Alfonsi, Kelly Quirk Florida Subclass: Kyle Kennedy, Patrick McAlee Georgia Subclass: Daniel Kennedy, Melvin Grannum Illinois Subclass: Jennifer Gleason, Kevin Bujak, Elesha Williams, Thad Olson, Eric Schmidt Indiana Subclass: Michael Chatterton, Nicole Jones NYI-4341585v6 11 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 49 of 255 Iowa Subclass: Tyler Muilenberg, Gabriel Hodge Kansas Subclass: Anthony Boyer, Robert Walker Kentucky Subclass: Degeorgio Cosby, Summer Guthrie Maine Subclass: Nickole Gagne Maryland Subclass: Anthony Dunston II, Tomasa Rainey, Crystal Hunsicker Massachusetts Subclass: Raymond Lenahan, Heather Skutnik, Matthew Bencal Michigan Subclass: Sean Kirt Minnesota Subclass: Daniel Lorenz, Adam Estrem Missouri Subclass: Jason Mensinger, Kathleen Birkenmeier Nebraska Subclass: Dannette Stackhouse, Karie Bradley Nevada Subclass: Frederick McDonald, Christian Broadway New Hampshire Subclass: Eric Johnston New Jersey Subclass: Simone McAdams, George Tiesmeyer, Sean Mirek New York Subclass: Tamara Barrus, Carolyn Caulkins, Michael D’Agostino, Jeffrey Little North Carolina Subclass: Joseph Day, Linda Brantley, Benjamin Rivenbark, Bradley Mullis Ohio Subclass: Jennifer Fulwider, Justin Price, Lee Liguore, Tim Bevins, Brian Jones Oregon Subclass: Jesse Liebman Pennsylvania Subclass: Jacob Roberts, Jared Pentz, Greg Pavlick, John Behmke, Matthew Couch, Elizabeth Rhodes Rhode Island Subclass: Sean Rowe South Carolina Subclass: James Morgan, Stephen Harry Tennessee Subclass: Jerry Hackler Texas Subclass: Alexander Cheng, Sandra Cornish Utah Subclass: Randy Alleman NYI-4341585v6 12 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 50 of 255 Vermont Subclass: John Brown Virginia Subclass: Edward Wlazlowski, Phillip Clark West Virginia Subclass: Justin Jenkins Wisconsin Subclass: Kelley Clark, Luis Madrigal Patrick J. Solomon, J. Nelson Thomas, and Peter J. Glennon of Thomas & Solomon LLP are hereby appointed as Class Counsel of the FLSA Class and the Subclasses. V. DISPOSITION IF SETTLEMENT DOES NOT BECOME EFFECTIVE If, for any reason, the Agreement does not become effective, Defendants’ agreement not to oppose certification of settlement classes in this case shall be null and void in its entirety; this Order provisionally certifying the Subclasses and conditionally certifying the FLSA Class shall be vacated; the Parties shall return to their respective positions in this lawsuit as those positions existed immediately before the Parties executed the Agreement and before the filing of the Third Amended Complaint; and nothing stated in the Agreement, the Motion, this Order, or in any attachments to the foregoing documents shall be deemed an admission of any kind by any of the Parties or used as evidence against, or over the objection of, any of the Parties for any purpose in this action or in any other action. In particular, the FLSA Class, conditionally certified for purposes of settlement, and the Subclasses, provisionally certified for purposes of settlement, shall be decertified, and the Corporate Defendants and Individual Defendants will retain the right to contest whether this case, as it existed before the Third Amended Complaint, should be maintained as a class action and/or a collective action and to contest the merits of all claims in the case. VI. PRELIMINARY APPROVAL OF THE AGREEMENT The Court has reviewed the terms of the Agreement, and the description of the Parties’ settlement in the Parties’ Motion and supporting papers. Based on that review, the Court NYI-4341585v6 13 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 51 of 255 concludes that the Agreement has no obvious defects, and the Parties’ settlement is within the range of possible settlement approval. The Corporate Defendants have committed to pay up to and including $15,000,000 to settle this matter, a commitment that provides adequate consideration for the releases of claims in this case. As to the proposed plan of allocation contained in the Agreement, the Court finds that the proposed plan is rationally related to the relative strengths and weaknesses of the respective claims asserted. Specifically, Plaintiffs strongly contend that off-the-clock work was prevalent and widespread among the hourly employees of DSG and Galyan’s, whereas Defendants strongly contend that off-the-clock work was non-existent or, at most, isolated and sporadic. As such, the Parties have agreed to a claimsmade process, under which only persons who attest that they in fact worked without compensation during the relevant time frame will receive a settlement payment. Thus, while Defendants have exposed themselves to payments of as much as $15,000,000, they will not be obligated to make payments to class members who do not claim, under oath, that they suffered from the wrongs alleged in this case. This is a fair and reasonable provision, and the parties’ proposed plan of distribution is well within the range of possible approval. Accordingly, the Court hereby grants preliminary approval of the Agreement. VII. APPROVAL OF THE FORM AND MANNER OF NOTICE The Parties have submitted for this Court’s approval a proposed Notice to Subclass Members who are not Opt-Ins or Plaintiffs (the “Subclass Member Notice”) (Exhibit D to the Agreement), a proposed Notice to Opt-Ins (the “Opt-In Notice”) (Exhibit H to the Agreement), an Opt-Out Statement to Subclass Members are not Opt-Ins or Plaintiffs (Exhibit E to the Agreement), an Opt-Out Statement to Opt-Ins (Exhibit I to the Agreement), and a Claim Form and Individual Release (Exhibit F to the Agreement). The Parties propose distributing to Subclass Members who are not Opt-Ins or Plaintiffs (1) the Subclass Member Notice, (2) the NYI-4341585v6 14 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 52 of 255 Opt-Out Statement to Subclass Members who are not Opt-Ins or Plaintiffs, and (3) the Claim Form and Individual Release. The Parties propose distributing to Opt-Ins (1) the Opt-In Notice and (2) the Opt-Out Statement to Opt-Ins. The Court now considers each of these documents. The proposed Subclass Member Notice and Opt-In Notice appear to be the best notice practical under the circumstances and appear to allow the Subclass Members and Opt-Ins a full and fair opportunity to consider the Parties’ proposed settlement and develop a response. The proposed plan for distributing both the Subclass Member Notice (along with the Opt-Out Statement to Subclass Members who are not Opt-Ins or Plaintiffs, and the Claim Form and Individual Release, which will accompany the Subclass Member Notice), as well as the Opt-In Notice (along with the Opt-Out Statement to Opt-Ins) likewise appears to be a reasonable method calculated to reach all members of the Subclasses who would be bound by the settlement. The Subclass Member Notice, the Opt-In Notice, the Opt-Out Statement to Subclass Members who are not Opt-Ins or Plaintiffs, and the Opt-Out Statement to Opt-Ins fairly, plainly, accurately, and reasonably inform members of the FLSA Class and the Subclasses of: (1) appropriate information about the nature of this litigation, the class, the identity of Class Counsel, and the essential terms of the Agreement and settlement; (2) appropriate information about Class Counsel’s forthcoming application for attorneys’ fees, the proposed service payments, and other payments that will be deducted from the settlement fund; (3) appropriate information about how to participate in the settlement; (4) appropriate information about this Court’s procedures for final approval of the Agreement and settlement; (5) appropriate information about how to object to or opt-out of the settlement, if they wish to do so; and (6) appropriate instructions as to how to obtain additional information regarding the litigation, the NYI-4341585v6 15 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 53 of 255 Agreement, and the settlement. Similarly, the proposed Claim Form and Individual Release appears to allow members of the Subclasses who are not Opt-Ins a full and fair opportunity to submit a claim for proceeds in connection with the settlement. Moreover, the Claim Form and Individual Release fairly, accurately, and reasonably informs Subclass Members who are not Opt-Ins or Plaintiffs that failure to complete and submit a Claim Form, in the manner and time specified, shall constitute a waiver of any right to obtain any share of the Settlement Payment. The Court, having reviewed the proposed Subclass Member Notice, Opt-In Notice, OptOut Statement to Subclass Members who are not Opt-Ins or Plaintiffs, the Opt-Out Statement to Opt-Ins, and Claim Form and Individual Release (collectively “Notice Materials”), finds and concludes that the proposed plan for distributing the same will provide the best notice practicable, satisfies the notice requirements of Rule 23(e), and satisfies all other legal and due process requirements. Accordingly, the Court hereby Orders as follows: (a) The form and manner of distributing the proposed Notice Materials are hereby approved. (b) Promptly following the entry of this Order, the Claims Administrator selected by the Parties shall prepare final versions of the Notice Materials, incorporating into the Notice Materials the relevant dates and deadlines set forth in this Order. (c) Within 15 calendar days after Defendants’ delivery of the information referenced in Section 2.4(A) of the Agreement (the “Initial Mailing Deadline”), the Claims Administrator shall mail, using information to be provided by Defendants no later than 15 business days after the entry of this Order: (1) Subclass Member Documents: For Subclass Members who are not Opt-Ins or Plaintiffs, the final version of the (1) Subclass Member Notice, (2) Opt-Out Statement to Subclass Members who are not Opt-Ins or Plaintiffs, and (3) a Claim Form and Individual Release; and (2) Opt-In Documents: For Opt-Ins, the final version of the (1) Opt-In Notice, and (2) an Opt-Out Statement to Opt-Ins. (d) NYI-4341585v6 The Claims Administrator shall take all reasonable steps to obtain the correct address of any Subclass Members and/or Opt-Ins for whom Notice Materials are returned by the post office as undeliverable. 16 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 54 of 255 (e) Where correct addresses are obtained for any Subclass Members and/or Opt-Ins for whom Notice Materials are returned by the post office as undeliverable, the Claims Administrator shall attempt to remail the Notice Materials, except that the Claims Administrator shall attempt no such remailings more than 40 calendar days after the Initial Mailing Deadline. (f) The Claims Administrator shall take all other actions in furtherance of claims administration as are specified in the Agreement. VIII. PROCEDURES FOR FINAL APPROVAL OF THE SETTLEMENT A. Deadline To Request Exclusion From the Settlement To be effective, a Subclass Member’s and/or a Opt-In’s Opt-Out Statement must be signed and sent to the Claims Administrator, at the address provided in the Class Notice, via First Class United States Mail, postage prepaid, with a postmark no later than 45 calendar days after the Initial Mailing Deadline (the end of the “Opt-Out Period”). The Claims Administrator shall stamp the postmark date on the original of each Opt-Out Statement that it receives and shall serve copies of each Opt-Out Statement on Class Counsel and Defendants’ Counsel, as specified in the Agreement, not later than three business days after the receipt thereof. The Claims Administrator also shall, within ten calendar days after the end of the Opt-Out Period, send a final list of Opt-Out Statements to Class Counsel and Defendants’ counsel by both e-mail and overnight delivery. The Claims Administrator shall retain the stamped originals of all Opt-Out Statements and originals of all envelopes accompanying Opt-Out Statements in its files until such time as the Claims Administrator is relieved of its duties and responsibilities under the terms of the Agreement. B. Deadline For Filing Objections To Settlement Any Subclass Member or Opt-In who wishes to object to the fairness, reasonableness or adequacy of the Agreement or the settlement must do so in writing. To be considered, any such objection must be sent to the Claims Administrator, at the address provided in the Class Notice, NYI-4341585v6 17 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 55 of 255 via First-Class United States mail, postage prepaid. In addition, any such objection must be postmarked no later than 45 calendar days after the Initial Mailing Deadline, and it must be received by the Claims Administrator no later than seven calendar days after the end of the OptOut Period. An objector who wishes to appear at the Fairness Hearing, either in person or through counsel hired by the objector, must state his or her intention to do so at the time the objector submits his/her written objections. Subclass Members and/or Opt-Ins who opt out of the case shall not be eligible to submit objections. The Claims Administrator shall stamp the postmark date and the date received on the original and send copies of each objection to the Parties by e-mail and overnight delivery not later than two business days after receipt thereof. The Claims Administrator shall also datestamp originals of any objections. On or before 14 calendar days before the Fairness Hearing, the Parties may file with the Court written responses to any filed objections. C. Qualification for Payment & Deadline For Submitting Claim Forms Plaintiffs quality for payment by virtue of their status as Plaintiffs. Opt-Ins qualify for payment if they do not opt out. Subclass Members who are not Opt-Ins or Plaintiffs qualify for payment if they (1) do not opt out, and (2) timely and fully complete a Claim Form and Individual Release in accordance with the terms of the Agreement. Completion of the Claim Form and Individual Release includes: (1) an oath that, at some point during the applicable Covered Period, he or she worked without compensation; (2) an acknowledgment that, by signing the Claim Form and Individual Release, he or she is a Class Member; (3) an acknowledgment that, by signing the Claim Form and Individual Release, he or she opts in to the case pursuant to 29 U.S.C. § 216(b); and (4) a release of claims consistent with that set forth in the Subclass Member Notice. To be effective, the Claim Form and Individual Release must be sent to the Claims Administrator at the address provided in the Class Notice by First Class NYI-4341585v6 18 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 56 of 255 United States Mail, postage prepaid, and must be postmarked no later than 45 calendar days after the Initial Mailing Deadline. D. Fairness Hearing No later than 30 calendar days after the end of the Opt-Out period, the Parties shall jointly file a motion requesting that the Court grant: (1) final Fed. R. Civ. P. 23 certification of the Subclasses, (2) final 29 U.S.C. § 216(b) certification to the FLSA Class, (3) final approval of the Agreement, (4) entry of judgment, and (5) dismissal of the case with prejudice. The hearing (the “Fairness Hearing”) to determine whether to grant this motion will be held approximately 115 days after the Court’s entry of this Order. Specifically, this Court will hold the Fairness Hearing on [DATE], at [TIME]. E. Deadline for Class Counsel to File a Petition For an Award of Attorneys’ Fees and Reimbursement of Expenses Class Counsel shall file with this Court their petition for an award of attorneys’ fees and reimbursement of expenses no later than 30 calendar days after the end of the Opt-Out Period. The Court will consider any such petition at the Fairness Hearing. F. Deadline For Plaintiffs and Opt-Ins To File A Petition For Approval of Service Payments To Plaintiffs Plaintiffs and Opt-Ins shall file with the Court any petition for an award of service payments no later than 30 calendar after the end of the Opt-Out Period. The Court will consider any such petition at the Fairness Hearing. G. Release of Claims If, at the Fairness Hearing, this Court grants Final Approval of the Agreement, each Plaintiff and each Opt-In and Subclass Member who does not timely opt out will release the claims identified in the Agreement. This Court has reviewed the release language in the NYI-4341585v6 19 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 57 of 255 Agreement and the language contained in the Claim Form and Individual Release, and finds such language to be fair, reasonable, and enforceable. DATED:___________________ NYI-4341585v6 ____________________________________ Hon. Charles J. Siragusa United States District Judge 20 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 58 of 255 EXHIBIT D UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION LAWSUIT AND FAIRNESS HEARING TO: CERTAIN PERSONS WHO HAVE WORKED AS NON-EXEMPT RETAIL STORE ASSOCIATES FOR DICK’S SPORTING GOODS, INC. (“DSG”) AND/OR GALYAN’S TRADING COMPANY, INC. (“GALYAN’S”) Based on information in the records of DSG and Galyan’s, you may be a Class Member who is entitled to participate in the settlement of the case captioned Tamara Barrus, et al. v. Dick’s Sporting Goods, Inc., Galyan’s Trading Company, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (the “Lawsuit”). Please read this Notice carefully. It contains important information about your rights concerning the class action settlement described below. As described more fully below in Section 6.C of this Notice, to participate in the settlement and receive a monetary distribution of the fund established by the settlement, you must mail a properly completed Claim Form and Individual Release to the Claims Administrator, postmarked no later than [DATE]. If you fail to mail in a timely Claim Form and Individual Release, you will receive no monetary distribution. Regardless of whether you mail in a Claim Form and Individual Release or receive money, however, you will be bound by the Release described in Section 6.B unless you “Opt Out” of the Lawsuit. If you do not want to participate in the settlement, and you do not want to be bound by the Release described in Section 6.B, you must exclude yourself by mailing the enclosed Opt-Out Statement to the Claims Administrator. To be effective, this Opt-Out NYI-4341619v4 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 59 of 255 Statement must be postmarked by no later than [DATE]. This process is described more fully below in Section 9. IMPORTANT DEADLINES • Deadline for the Claim Form and Individual Release: must be postmarked by [DATE] • Deadline for the Opt-Out Statement: must be postmarked by [DATE] • Deadline for objecting to the settlement: must be postmarked by [DATE] and received by the Claims Administrator by [DATE] For assistance completing the enclosed Claim Form and Individual Release or for assistance with related matters, please contact the Claims Administrator at: [CONTACT INFORMATION] This Notice explains the nature of the Lawsuit and the terms of the settlement and informs you of your rights and obligations. It contains information about the following topics: 1. What Is This Lawsuit About? 2. What Is A Class Action? 3. What Is The Purpose Of This Notice? 4. Who Is Included In The Lawsuit? 5. Who Is Class Counsel? 6. What Are The Benefits And Terms Of The Proposed Settlement? 7. When Is The Fairness Hearing To Determine Whether The Settlement Will Be Approved? 8. How Can You Object To The Proposed Settlement? 9. How Can You Opt Out Of The Settlement? 10. How Can You Examine Court Records? 11. What If You Have Questions? THIS NOTICE IS NOT AN EXPRESSION OF ANY OPINION BY THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES ASSERTED BY THE PARTIES. NYI-4341619v4 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 1. Filed 01/28/11 Page 60 of 255 What Is This Lawsuit About? Plaintiffs, who were employed by DSG and/or Galyan’s as non-exempt retail store associates, brought this lawsuit. Among other things, Plaintiffs claim that they were not paid for all time worked and/or for time spent waiting to leave the store after their shifts ended. Plaintiffs, for themselves and for others whom they claim are similarly situated, sought to recover unpaid wages, including allegedly unpaid overtime compensation. Plaintiffs also sought recovery of statutory damages, interest, attorneys’ fees and costs, and other relief. A number of other current or former DSG and/or Galyan’s non-exempt retail store associates have opted to join Plaintiffs in this Litigation (the “Opt-Ins”). Defendants have denied and continue to deny any wrongdoing and deny any and all liability and damages to anyone with respect to the alleged facts or causes of action asserted in the Lawsuit. To avoid the burden, expense, inconvenience and uncertainty of continued litigation, Defendants have concluded that it is in their best interests to resolve and settle the lawsuit by entering into a settlement agreement (the “Settlement”). The Lawsuit is presently before Judge Charles J. Siragusa, United States District Judge for the United States District Court for the Western District of New York. Judge Siragusa has not made any decision on the merits. On [DATE], the Court granted provisional class action certification to Plaintiffs’ claims and granted preliminary approval to the Settlement, subject to a fairness hearing that will take place on [DATE]. 2. What Is A Class Action? A class action is a lawsuit in which the claims and rights of many people are decided in a single court proceeding. One or more representative plaintiffs, also known as “Class Representatives,” file a lawsuit asserting claims on behalf of the entire group, called a “Class.” Members of the Class are called “Class Members.” 3. What Is The Purpose Of This Notice? Judge Siragusa has ordered that this Notice be sent to you because you may be a Class Member. The purpose of this Notice is to inform you of the proposed Settlement and of your rights, including: 4. • To inform you of your right to “opt out” of the settlement class, and thereby preserve your ability to independently bring any claim that you might have; • To inform you of your right to file objections to the Settlement; • To inform you of the steps you must take to receive a share of the settlement funds. Who Is Included In The Lawsuit? You are a Class Member if you meet all of the following criteria: NYI-4341619v4 3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 61 of 255 You were employed by DSG and/or Galyan’s and had positive earnings as a non-exempt retail store associate, and you held this position at any time during one or more of the following time periods (“Class Periods”) in one or more of the following states. 1. If you were employed by DSG as a non-exempt retail store associate a. From September 15, 1996 to [PRELIMINARY APPROVAL DATE] in Illinois, Indiana, Kentucky, and Ohio, or b. From November 24, 1996 to [PRELIMINARY APPROVAL DATE] in Rhode Island, or c. From July 5, 1999 to [PRELIMINARY APPROVAL DATE] in New York, or d. From June 27, 2000 to [PRELIMINARY APPROVAL DATE] in Connecticut, Maine, Michigan, New Jersey, Tennessee, and Vermont, or e. From July 17, 2000 to [PRELIMINARY APPROVAL DATE] in Massachusetts, or f. From November 24, 2000 to [PRELIMINARY APPROVAL DATE] in Alabama, Nevada, Oregon, Utah, and Wisconsin, or g. From June 27, 2001 to [PRELIMINARY APPROVAL DATE] in Kansas, Missouri, Nebraska, West Virginia, and Florida, or h. From November 24, 2001 to [PRELIMINARY APPROVAL DATE] in Virginia, or i. From June 27, 2002 to [PRELIMINARY APPROVAL DATE] in Pennsylvania, or j. From November 24, 2002 to [PRELIMINARY APPROVAL DATE] in Texas, or k. From June 13, 2003 to [PRELIMINARY APPROVAL DATE] in Maryland, or l. From June 27, 2003 to [PRELIMINARY APPROVAL DATE] in Colorado, Delaware, Minnesota, North Carolina, and South Carolina, or m. From November 24, 2003 to [PRELIMINARY APPROVAL DATE] in Arizona and New Hampshire, or n. From November 24, 2004 to [PRELIMINARY APPROVAL DATE] in Georgia and Iowa. NYI-4341619v4 4 Case 6:05-cv-06253-CJS-JWF Document 384-2 2. Filed 01/28/11 Page 62 of 255 If you were employed by Galyan’s as a non-exempt retail store associate a. From June 23, 2002 to [PRELIMINARY APPROVAL DATE] in Alabama, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Michigan, Missouri, New Jersey, Ohio, Nebraska, Nevada, New York, Tennessee, Utah, Virginia, and Wisconsin, or b. From November 24, 2002 to [PRELIMINARY APPROVAL DATE] in Texas, or c. From June 13, 2003 to [PRELIMINARY APPROVAL DATE] in Maryland, or d. From June 27, 2003 to [PRELIMINARY APPROVAL DATE] in Colorado, Minnesota, and North Carolina, or e. From November 24, 2004 to [PRELIMINARY APPROVAL DATE] in Georgia. 5. Who Is Class Counsel? The Court has approved and appointed a law firm to represent all members of the Class. Class Counsel are Patrick J. Solomon, J. Nelson Thomas, and Peter J. Glennon of THOMAS & SOLOMON LLP, 693 East Avenue, Rochester, New York 14607. Class Counsel may be reached at 585-272-0540. 6. What Are The Benefits And Terms Of The Proposed Settlement? Plaintiffs and Defendants have agreed to the Settlement summarized below. The complete terms and conditions of the proposed Settlement are on file with the Clerk of Court at the address listed below in Section 10. The parties’ obligations under the Settlement will not become effective unless and until it receives final court approval, including the exhaustion of any appeals. A. What are the benefits of the Settlement? Class Members who timely and properly complete and return the Claim Form and Individual Release, as described in Section 6.C below, will be eligible to receive a specified share of a $15 million settlement fund, less certain deductions described below, based on a formula approved by the Court. The following adjustments will be made to the $15 million amount prior to distribution of the settlement funds to the Class Members: • NYI-4341619v4 Settlement Administration Fees: A reserve will be set aside for reasonable costs associated with administering the Settlement. The reserve will be used to pay a claims administration company for mailings, processing claims, providing information and assistance to Class Members, and preparing information reported to the Court. 5 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 63 of 255 • Attorneys’ Fees and Costs: Class Counsel will seek, and Defendants will not oppose, an award covering fees not to exceed 33.33% of the $15 million settlement fund described above, plus reasonable costs and out-of-pocket expenses. All fee awards, costs and expenses paid to Class Counsel will be paid from the settlement fund. Class Counsel have expended considerable time and effort in the prosecution of this litigation on a contingent basis, and they have advanced the expenses of this litigation in the expectation that if they were successful in obtaining a recovery in the matter, they would be paid from that recovery. In this type of litigation, it is customary for counsel to be awarded a percentage of the recovery to cover attorneys’ fees, costs, and expenses. • Service Payments: If the Court approves such payments, certain individuals will receive payments because they provided service to the Class by helping Class Counsel to formulate claims. Specifically, Plaintiffs will seek: (1) for Named Plaintiffs Tamara Barrus, Carolyn Caulkins, Jeffrey Little and Michael D’Agostino, 20,000.00 each; (2) for Plaintiffs and Opt-Ins who were deposed in this action, $5,000.00 each; (3) for Plaintiffs and Opt-Ins who submitted an affidavit in connection with this action, $2,500.00 each; (4) for Plaintiffs who served as named plaintiffs in this and/or a related case, $1,000.00 each; and (5) for the individuals who have previously opted in to the litigation, $100.00 each. The payments outlined in this paragraph are separate from and in addition to the shares of the settlement fund that these individuals may be otherwise eligible to receive. The remaining amount in the settlement fund (the “Net Settlement Fund”) will be distributed according to the method set forth below in Section 6.D. B. What is the legal effect of participating in the Settlement? If the Court grants final approval of the Settlement, in exchange for the establishment of the $15 million settlement fund described above, this action will be dismissed with prejudice and Class Members who do not opt out will fully release and discharge Defendants from certain claims. When claims are “released,” that means that a person covered by the release cannot sue Defendants for any of the claims that are covered by the release. The terms of the Release in the Settlement Agreement read: [E]ach individual Class Member forever and fully releases the Individual Defendants and the Corporate Defendants and their owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, affiliates, benefit plans, plan fiduciaries and/or administrators, and assigns, and all persons acting by, through, under or in concert with any of them, including any party that was or could have been named as a defendant in the Litigation and/or the State Actions (collectively, the “Releasees”) from any and all past and present matters, claims, demands, and causes of action of any kind, whatsoever, whether at common law, pursuant to statute, ordinance, or regulation, in equity or otherwise, NYI-4341619v4 6 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 64 of 255 and whether arising under federal, state, local, or other applicable law, which any such individual has or might have, known or unknown, asserted or unasserted, of any kind whatsoever, that are based upon an alleged failure to pay overtime or other compensation, that otherwise relate to the Litigation and/or the State Actions or that arise out of or relate to the facts, acts, transactions, occurrences, events or omissions alleged in the Litigation and/or the State Actions, and/or that otherwise arise out of or relate to the assertion of claims in the Litigation and/or the State Actions, and that arose during any time that such individuals worked for DSG and/or Galyan’s up until the date of the entry of the order granting Final Approval (“Released Claims”). The Released Claims include without limitation claims asserted in the Litigation and/or the State Actions and any other claims based on state or federal law governing overtime pay, failure to pay wages, denial of meal periods and rest breaks, failure to compensate for missed and/or interrupted meal breaks, denial of spread of hours pay, failure to pay wages upon termination, failure to provide itemized wage statements, retaliation due to the filing of or participation in the Litigation, unfair competition, failure to make payments due, failure to provide benefits or benefit credits, failure to keep records of hours worked or compensation due, failure to post a summary and/or notice of wage-hour laws, and penalties for any of the foregoing, including without limitation claims under the Fair Labor Standards Act (“FLSA”), the Employee Retirement Income Security Act (“ERISA”), the Racketeer Influenced Corrupt Organizations Act (“RICO”), Ariz. Rev. Stat. §§ 23-350, et seq., Colo. Rev. Stat. Ann. §§ 8-6-101 et seq., 7 Colo. Code Regs. § 1103-1, Conn. Gen. Stat. §§ 31-60, et seq. 31-71a, et seq., 19 Del. Code Ann. §§ 1101, et seq., Ga. Code Ann. § 34-7-2, 820 Ill. Comp. Stat. 105/4a, 115/1, 56 Ill. Admin. Code §§ 210.100, 210.420, Ind. Code Ann. §§ 22-2-2-2, et. seq., 22-2-2-4(j), 22-2-5-1, et seq., Iowa Code §§ 91A, et seq., Kan. Stat. Ann. §§ 44-312, et seq., 44-1204, Kan. Admin. Regs §§4920-1, 49-30-1, Ky. Rev. Stat. Ann. § 337.010, et seq., 337.285, 803 Ky. Admin. Regs 1:060, 1:065, Me. Rev. Stat. Ann. tit. 26, § 621, et seq., 664, Md. Code Labor & Empl. Art. §§ 3-415, 3-501, Mass. Gen. Laws ch. 149 § 148, Mass. Gen. Laws ch. 151 § 1A, Mich. Comp. Laws §§ 408.381, et seq., 408.384a, Minn. Stat. Ann. §§ 177.21, et seq., 177.25, Minn. Rules 5200.0120, Mo. Rev. Stat. §§ 290.010, et seq., 290.505, Neb. Rev. Stat. § 48-1228, et seq., Nev. Rev. Stat. § 608, et seq., N.H. Rev. Stat. Ann. ch. 275, § 43, et seq., N.H. Rev. Stat. Ann. ch. 279 § 21-a, N.J. Stat. Ann. § 34:11-56(a), et seq., N.J. Admin. Code § 12:56-5.2, the New York Minimum Wage Act, New York Labor Law §§ 650 et seq., NYI-4341619v4 7 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 65 of 255 New York Wage Payment Act, New York Labor Law § 190 et seq., the New York State Department of Labor Regulations, 12 N.Y.C.R.R. part 142, N.C. Gen. Stat. §§ 95-25.22, 95-25.4(a), Ohio Rev. Code Ann. § 4111.01, et seq., Or. Rev. Stat. §§ 652.110, et seq., 653.261, 43 Pa. Stat. Ann. § 333, et seq., 34 Pa. Code § 231.41, 43 Pa. Cons. Stat. § 333.104(c), R.I. Gen. Laws §§ 2812-4, et seq., 28-14-1, et seq., S.C. Code Ann. § 41-10-10, et seq., Tenn. Code Ann. § 50-2-101, et seq., Tex. Labor Code Ann. § 502-101, et seq., Tex Labor Code Ann. § 61.001, et seq., Vt. Stat. Ann. tit. 21, §§ 342, et seq., 384, et seq., Wis. Stat. §§ 103.025, 109.01, et seq., Wis. Admin. Code §§ 272.01, et seq., 274.01, et seq., W. Va. Code § 21-5-1, et seq., and the statutes, regulations, and common laws of all other states relating to the foregoing. C. How can I participate in the Settlement? If you wish to receive a distribution from the settlement fund, you must timely complete and mail the enclosed Claim Form and Individual Release according to instructions provided on the form, including: (1) an oath that, during the applicable period, you worked without compensation or had to wait to leave the store after your shift ended; (2) an acknowledgment that, by signing the Claim Form and Individual Release, you are a Class Member; (3) an acknowledgement that, by signing the Claim Form and Individual Release, you are opting in to the case pursuant to 29 U.S.C. § 216(b); and (4) a release of claims consistent with that set forth in Section 6.B of this Notice. The Claim Form and Individual Release must be properly completed, signed, and mailed to the Claims Administrator via First Class United States Mail, at the address below. Your Claim Form and Individual Release must be postmarked on or before [DATE]. If you do not properly complete and timely submit the Claim Form and Individual Release, you will not be eligible to receive any monetary distribution. Class Counsel recommend that you send your Claim Form and Individual Release in the enclosed postage-prepaid envelope. [CLAIMS ADMINISTRATOR ADDRESS] You should keep in mind that if you do not opt out, and if you do not properly and timely complete and return the Claim Form and Individual Release in accordance with the instructions provided on the form, you will not receive a distribution from the settlement fund, but you will still be bound by the Release described in Section 6.B. D. How will my share be calculated if I participate? Each Class Member who submits a timely and properly completed Claim Form and Individual Release will receive a share of the Net Settlement Fund (that is, the settlement funds that remain after deductions are made for claims administration costs, service payments, and attorneys’ fees and expenses). It is also possible that the Net Settlement Fund could include interest, if the final approval of the Settlement does not occur until after June 15, 2011. NYI-4341619v4 8 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 66 of 255 Your share will be based upon the amount of time that you were employed by DSG and/or Galyan’s as a non-exempt retail store Associate during the time periods that are relevant to this case. Specifically, your share will be calculated as follows: First, an “Individual Numerator” will be calculated for you. In most cases, your Individual Numerator will equal: The number of any full weeks that you worked as a non-exempt retail store Associate at DSG and/or Galyan’s in a Covered State during the Covered Period applicable to that State, plus (to the extent not covered by the immediately preceding clause) the number of any full weeks between July 5, 2002 and [PRELIMINARY APPROVAL DATE] that you worked as a nonexempt retail store Associate in any state (together, your “Relevant Weeks”).1 Multiplied By Your average hourly base rate of pay for all full weeks that you worked as a non-exempt retail store Associate at DSG and/or Galyan’s during your Relevant Weeks. Please note that the data available for calculating Individual Numerators only goes back so far. Because of this, your Individual Numerator will be calculated differently if you fall into either of the following categories: • You were employed by DSG as a non-exempt retail store associate on September 15, 1996 in Illinois or Ohio and had positive earnings in the first pay period after September 15, 1996, or • You were employed by Galyan’s as a non-exempt retail store associate on June 23, 2002 in Connecticut, Florida, Illinois, Indiana, Kansas, Kentucky, Maine, Massachusetts, Michigan, Missouri, New Jersey, Ohio, Oregon, Rhode Island, Nebraska, New York, Tennessee, Utah, Vermont, Virginia, West Virginia, or Wisconsin and had positive earnings in the first pay period after June 23, 2002. If this is the case, your Individual Numerator will equal the greater of: • The Individual Numerator calculated using the method described above, or • Your average hourly rate of pay as a non-exempt retail Associate during your Relevant Weeks multiplied by the average number of full weeks that all Class 1 Class Members who worked less than one full week as a non-exempt retail store Associate at DSG and/or Galyan’s during the applicable Covered Period shall be credited with one (1) Relevant Week. NYI-4341619v4 9 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 67 of 255 Members worked as a non-exempt retail store Associate at DSG and/or Galyan’s during the time periods relevant to the case. However, if you fall in one of the categories described above, your Individual Numerator may not take into account all weeks that you worked prior to the dates described above. Thus, your share of the Settlement Fund may be less than it would be if data existed for earlier time periods. If you would prefer not to participate in the settlement because of this, you should opt out pursuant to the procedure described in Section 9. Second, a “Total Denominator” will be calculated. The Total Denominator will equal the Individual Numerator of each Class Member added together. Third, your “Share Percentage” will be calculated. Your Share Percentage equals your Individual Numerator divided by the Total Denominator. Fourth, your share of the Net Settlement Fund will be determined. Your share equals your Share Percentage times the amount of the Net Settlement Fund. Amounts that are not claimed by Class Members (and that are not necessary to cover expenses and fees associated with the Settlement) will revert to DSG and any attorneys’ fees and expenses or service payments not awarded by the Court will become part of the Net Settlement Fund. The amount of your share of the Net Settlement Fund will not be affected by the number of Class Members who claim a share. 7. When Is The Fairness Hearing To Determine Whether The Settlement Will Be Approved? The Court has granted preliminary approval of the proposed Settlement, concluding preliminarily that the Settlement is fair, adequate, and reasonable and that the proposed distribution of the Settlement amount is fair, adequate, and reasonable. A hearing will be held to determine whether final approval of the Settlement and the amount of reasonable attorneys’ fees and costs and service awards should be granted. At the hearing, the Court will hear objections, if any, and arguments concerning the fairness of the proposed Settlement and the request for reasonable attorneys’ fees and costs and service awards. The hearing will take place before Judge Siragusa on [DATE] at [TIME], or as soon thereafter as practicable, at the Kenneth B. Keating Federal Building, 100 State Street, Rochester, New York 14614. The time and date of this hearing may be continued or adjourned, so please contact Class Counsel prior to the date of the hearing if you plan to attend. YOU ARE NOT OBLIGATED TO ATTEND THIS HEARING. YOU MAY ATTEND THE HEARING IF YOU PLAN TO OBJECT TO THE SETTLEMENT. YOU MAY ALSO RETAIN YOUR OWN ATTORNEY TO REPRESENT YOU IN YOUR OBJECTIONS. IF YOU WISH TO OBJECT TO THE SETTLEMENT, YOU MUST SUBMIT A WRITTEN OBJECTION AS DESCRIBED IN THE FOLLOWING SECTION. IF YOU WISH TO APPEAR AT THE HEARING TO DISCUSS YOUR OBJECTION YOU MUST STATE IN YOUR OBJECTION YOUR INTENTION TO APPEAR AT THE FAIRNESS HEARING. NYI-4341619v4 10 Case 6:05-cv-06253-CJS-JWF Document 384-2 8. Filed 01/28/11 Page 68 of 255 How Can You Object To The Proposed Settlement? If you want to present objections at the Fairness Hearing, you must submit a written statement of the objection(s) to the Claims Administrator at the address below. Your objection will not be heard unless it is mailed to the Claims Administrator via First Class United States Mail, postage prepaid. To be effective any objections must be postmarked no later than [DATE] and received by the Claims Administrator no later than [DATE]. You do not need to be represented by counsel to object. If you wish to present your objection at the fairness hearing, you must state your intention to do so in your written objection. You may hire a lawyer to assist you with your objection or to represent you at the Fairness Hearing. [CLAIMS ADMINISTRATOR ADDRESS] 9. How Can You Opt Out Of The Settlement? You have the right to exclude yourself, and yourself only, from this Lawsuit and Settlement. If you choose to exclude yourself, you will not be barred from seeking relief with respect to any legal claims and will be free to pursue an individual claim, if any, against Defendants, but you will not be eligible to receive the benefits of this Settlement. If you intend to exclude yourself, you must complete the enclosed Opt-Out Statement and mail it to the Claims Administrator at the address below. The Opt-Out Statement must be mailed to the Claims Administrator via First Class United States Mail, postage prepaid, and postmarked no later than [DATE]. [CLAIMS ADMINISTRATOR ADDRESS] 10. How Can You Examine Court Records Or Enter An Appearance In This Case? The foregoing description of the case is general and does not cover all of the issues and proceedings thus far. In order to see the complete file, including a copy of the settlement agreement, you should visit the Clerk of Court, Kenneth B. Keating Federal Building, 100 State Street, Rochester, New York 14614. The Clerk will make all files relating to this lawsuit available to you for inspection and copying at your own expense. You may enter an appearance in this case through an attorney if you so desire. 11. What If You Have Questions? If you have questions about this Notice, or want additional information, you can contact the Claims Administrator at [PHONE NUMBER]. Dated: This Notice is sent to you by Order of the United States District Court for the Western District of New York. NYI-4341619v4 11 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 69 of 255 EXHIBIT E OPT-OUT STATEMENT Tamara Barrus, et al. v. Dick’s Sporting Goods, Inc. and Galyan’s Trading Company, Inc., et al. SUBMIT THIS FORM ONLY IF YOU DO NOT WISH TO REMAIN A CLASS MEMBER. IF YOU SUBMIT THIS FORM, YOU WILL NOT BE ELIGIBLE TO RECEIVE ANY MONEY FROM THE SETTLEMENT. I wish to opt out of the Settlement of the Barrus, et al. v. Dick’s Sporting Goods, Inc. and Galyan’s Trading Company, Inc., et al. case. I understand that by opting out, I will be excluded from the Settlement and will receive no money from the Settlement. I understand that in any separate lawsuit, it is possible that I may receive nothing or less than I would have received if I had filed a claim under the Settlement in this lawsuit. I understand that any separate lawsuit by me will be undertaken at my own expense and at my own risk. I understand that Counsel for the Class will not represent my interests if I opt out. ________________________________ Print Name ________________________________ Social Security Number ________________________________ Signature SEND TO CLAIMS ADMINISTRATOR AT [ADDRESS] MUST BE MAILED BY UNITED STATES FIRST CLASS MAIL AND POSTMARKED NO LATER THAN [DATE] WE ADVISE YOU TO KEEP A COPY FOR YOUR RECORDS—YOU MAY WISH TO MAIL RETURN RECEIPT REQUESTED NYI-4341629v1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 70 of 255 EXHIBIT F Barrus, et al. v. Dick’s Sporting Goods, Inc., et al. Claims Administrator [NAME] [ADDRESS] [ADDRESS] [PHONE NUMBER] CLAIM FORM AND INDIVIDUAL RELEASE INSTRUCTIONS __________________________________________________________ If you are a Class Member and you did not opt out of the Settlement, and if you properly complete the Claim Form and Individual Release and timely mail it to this Claims Administrator according to these instructions, you will be eligible for a distribution from the Settlement. For more information on the Settlement, how your share of the settlement funds will be calculated, and your rights, please see the accompanying NOTICE. In order to receive any portion of the settlement funds you MUST complete, sign, date, and mail this Claim Form and Individual Release to the Claims Administrator at the address below. To be effective this Claim Form and Individual Release must be mailed via First Class United States Mail and postmarked no later than [DATE]. If the Claims Form and Individual Release is not postmarked by [DATE], you will NOT be eligible to receive any portion of the settlement funds. You may return the Claim Form and Individual Release in the addressed, pre-paid envelope that has been enclosed. You may also use your own envelope, but, in all cases, the Claim Form and Individual Release must be mailed via First Class United States Mail to: [ADDRESS] BE SURE TO MAKE A COPY OF THE SIGNED CLAIM FORM AND INDIVIDUAL RELEASE FOR YOUR RECORDS. By signing, dating, and mailing the Claim Form and Individual Release, you are agreeing to the Release of Claims set forth below. (For Further Information, see NOTICE.) By signing, dating, and mailing the Claim Form and Individual Release, you also consent to become a party plaintiff to this action under the federal Fair Labor Standards Act, 29 U.S.C. § 216(b). (For Further Information, see NOTICE.) NYI-4341630v3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 71 of 255 ______________________________________________________________________________ CHANGE OF ADDRESS It is your responsibility to keep a current address on file with the Claims Administrator. Please make sure to notify the Claims Administrator of any change of address. NYI-4341630v3 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 72 of 255 Barrus, et al. v. Dick’s Sporting Goods, Inc., et al. Claims Administrator [Name] [Address] [Phone Number] CLAIM FORM AND INDIVIDUAL RELEASE THIS FORM MUST BE POSTMARKED NO LATER THAN [DATE] [To be pre-inserted by Claims Administrator:] [To be provided by employee:] Name/Address Changes, if any: Claim Number:_________________________ Name:________________________________ Address:______________________________ City, State, Zip Code:____________________ ____________________________ ____________________________ ____________________________ ( ) ________________________ Area Code Home Telephone Number TAXPAYER IDENTIFICATION NUMBER CERTIFICATION SUBSTITUTE IRS FORM W-9 ENTER YOUR SOCIAL SECURITY NUMBER: ___ ___ ___ - ___ ___ - ___ ___ ___ ___ CERTIFICATION: Under penalties of perjury, I certify that: 1. The social security number shown on this form is my correct taxpayer identification number; and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including U.S. resident alien). Note: If you have been notified by the IRS that you are subject to backup withholding, you must cross out item 2 above. SIGNATURE: _______________________________________ DATE: __________________ The IRS does not require your consent to any provision of this document other than this Form W-9 certification to avoid backup withholding By signing below, I swear that, at some point during my employment as a Class Member as described in the Notice, I was not paid for all time that I worked or for time that I spent waiting to leave the store after my shift ended. By signing below, I hereby forever and fully release the Individual Defendants and the Corporate Defendants and their owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, parent companies, divisions, NYI-4341630v3 3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 73 of 255 subsidiaries, affiliates, benefit plans, plan fiduciaries and/or administrators, and assigns, and all persons acting by, through, under or in concert with any of them, including any party that was or could have been named as a defendant in the Litigation and/or the State Actions (collectively, the “Releasees”) from any and all past and present matters, claims, demands, and causes of action of any kind, whatsoever, whether at common law, pursuant to statute, ordinance, or regulation, in equity or otherwise, and whether arising under federal, state, local, or other applicable law, which any such individual has or might have, known or unknown, asserted or unasserted, of any kind whatsoever, that are based upon an alleged failure to pay overtime or other compensation, that otherwise relate to the Litigation and/or the State Actions or that arise out of or relate to the facts, acts, transactions, occurrences, events or omissions alleged in the Litigation and/or the State Actions, and/or that otherwise arise out of or relate to the assertion of claims in the Litigation and/or the State Actions, and that arose during any time that such individuals worked for DSG and/or Galyan’s up until the date of the entry of the order granting Final Approval (“Released Claims”). The Released Claims include without limitation claims asserted in the Litigation and/or the State Actions and any other claims based on state or federal law governing overtime pay, failure to pay wages, denial of meal periods and rest breaks, failure to compensate for missed and/or interrupted meal breaks, denial of spread of hours pay, failure to pay wages upon termination, failure to provide itemized wage statements, retaliation due to the filing of or participation in the Litigation, unfair competition, failure to make payments due, failure to provide benefits or benefit credits, failure to keep records of hours worked or compensation due, failure to post a summary and/or notice of wage-hour laws, and penalties for any of the foregoing, including without limitation claims under the Fair Labor Standards Act (“FLSA”), the Employee Retirement Income Security Act (“ERISA”), the Racketeer Influenced Corrupt Organizations Act (“RICO”), Ariz. Rev. Stat. §§ 23-350, et seq., Colo. Rev. Stat. Ann. §§ 8-6101 et seq., 7 Colo. Code Regs. § 1103-1, Conn. Gen. Stat. §§ 31-60, et seq. 31-71a, et seq., 19 Del. Code Ann. §§ 1101, et seq., Ga. Code Ann. § 34-7-2, 820 Ill. Comp. Stat. 105/4a, 115/1, 56 Ill. Admin. Code §§ 210.100, 210.420, Ind. Code Ann. §§ 22-2-2-2, et. seq., 22-2-2-4(j), 22-25-1, et seq., Iowa Code §§ 91A, et seq., Kan. Stat. Ann. §§ 44-312, et seq., 44-1204, Kan. Admin. Regs §§49-20-1, 49-30-1, Ky. Rev. Stat. Ann. § 337.010, et seq., 337.285, 803 Ky. Admin. Regs 1:060, 1:065, Me. Rev. Stat. Ann. tit. 26, § 621, et seq., 664, Md. Code Labor & Empl. Art. §§ 3-415, 3-501, Mass. Gen. Laws ch. 149 § 148, Mass. Gen. Laws ch. 151 § 1A, Mich. Comp. Laws §§ 408.381, et seq., 408.384a, Minn. Stat. Ann. §§ 177.21, et seq., 177.25, Minn. Rules 5200.0120, Mo. Rev. Stat. §§ 290.010, et seq., 290.505, Neb. Rev. Stat. § 48-1228, et seq., Nev. Rev. Stat. § 608, et seq., N.H. Rev. Stat. Ann. ch. 275, § 43, et seq., N.H. Rev. Stat. Ann. ch. 279 § 21-a, N.J. Stat. Ann. § 34:11-56(a), et seq., N.J. Admin. Code § 12:56-5.2, the New York Minimum Wage Act, New York Labor Law §§ 650 et seq., New York Wage Payment Act, New York Labor Law § 190 et seq., the New York State Department of Labor Regulations, 12 N.Y.C.R.R. part 142, N.C. Gen. Stat. §§ 95-25.22, 95-25.4(a), Ohio Rev. Code Ann. § 4111.01, et seq., Or. Rev. Stat. §§ 652.110, et seq., 653.261, 43 Pa. Stat. Ann. § 333, et seq., 34 Pa. Code § 231.41, 43 Pa. Cons. Stat. § 333.104(c), R.I. Gen. Laws §§ 28-12-4, et seq., 28-14-1, et seq., S.C. Code Ann. § 41-10-10, et seq., Tenn. Code Ann. § 50-2-101, et seq., Tex. Labor Code Ann. § 50-2-101, et seq., Tex Labor Code Ann. § 61.001, et seq., Vt. Stat. Ann. tit. 21, §§ 342, et seq., 384, et seq., Wis. Stat. §§ 103.025, 109.01, et seq., Wis. Admin. Code §§ 272.01, NYI-4341630v3 4 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 74 of 255 et seq., 274.01, et seq., W. Va. Code § 21-5-1, et seq., and the statutes, regulations, and common laws of all other states relating to the foregoing. I declare under penalty of perjury that the above information is correct. ___________________ Date _______________________________ Signature To be valid, this Claim Form and Individual Release must be properly completed, signed, dated, and mailed to the Claims Administrator at the following address via First Class United States Mail and postmarked by [INSERT DATE]: [INSERT ADDRESS] YOU MUST COMPLETE [BOTH] PAGES OF THE CLAIM FORM AND INDIVIDUAL RELEASE NYI-4341630v3 5 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 75 of 255 EXHIBIT G UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, CAROLYN CAULKINS, JEFFREY LITTLE, MICHAEL D’AGOSTINO, JENNIFER GLEASON, KEVIN BUJAK, ELESHA WILLIAMS, THAD OLSON, ERIC SCHMIDT, SEAN KIRT, JENNIFER FULWIDER, JUSTIN PRICE, LEE LIGUORE, TIM BEVINS, MICHAEL CHATTERTON, NICOLE JONES, DANIEL LORENZ, ADAM ESTREM, THOMAS MULLANEY, JARED JONES, VANESSA SEELAUS, DEGEORGIO COSBY, ERIC STRID, KEVIN WARD, JOSEPH DAY, LINDA BRANTLEY, BENJAMIN RIVENBARK, ANTHONY DUNSTON II, TOMASA RAINEY, CRYSTAL HUNSICKER, RAYMOND LENAHAN, HEATHER SKUTNIK, SIMONE MCADAMS, GEORGE TIESMEYER, SEAN MIREK, JACOB ROBERTS, JARED PENTZ, GREG PAVLICK, JOHN BEHMKE, MATTHEW COUCH, ELIZABETH RHODES, SEAN ROWE, JAMES MORGAN, JERRY HACKLER, RANDY ALLEMAN, KELLEY CLARK, ALEXANDER CHENG, KELLY QUIRK, JAMIE ALFONSI, JASON MENSINGER, DANIEL KENNEDY, ROBERT WALKER, ERIC JOHNSTON, DANNETTE STACKHOUSE, NICKOLE GAGNE, EDWARD WLAZLOWSKI, STEPHEN HARRY, JOHN BROWN, JUSTIN JENKINS, FREDERICK MCDONALD, CHRISTIAN BROADWAY, NIKITA THOMAS, TERRI JACKSON, TYLER MUILENBERG, JESSE LIEBMAN, SHAWN LAMBERTY, PATRICK MCALEE, KYLE KENNEDY, ROLANZO DOXIE, MELVIN GRANNUM, ANTHONY BOYER, SUMMER GUTHRIE, MATTHEW BENCAL, SANDRA CORNISH, LUIS MADRIGAL, PHILLIP CLARK, BRIAN JONES, BRADLEY MULLIS, KATHLEEN BIRKENMEIER, GABRIEL HODGE AND KARIE BRADLEY on behalf of themselves and all other employees similarly situated, Plaintiffs, v. DICK'S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, THIRD AMENDED COMPLAINT AND DEMAND FOR JURY TRIAL Civil Action No. 05-CV-6253CJS Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 76 of 255 Defendants. NATURE OF CLAIM 1. This is a proceeding for declaratory relief and monetary damages to redress the deprivation of rights secured to Named Plaintiffs1, individually, as well as all other employees similarly situated, under the Employee Retirement Income Security Act of 1974 (“ERISA”) 29 U.S.C. § 1001 et seq.; under the Racketeer Influenced and Corrupt Organizations (“RICO”) Act, 18 U.S.C. § 1961 et seq.; under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq. (“FLSA”); under the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin for failure to pay promised wages and other violations to Named Plaintiffs, as well as all other employees similarly situated. JURISDICTION AND VENUE 2. The jurisdiction of this Court is invoked pursuant to 28 U.S.C. §1331, 28 U.S.C. §1343 (3) and (4) conferring original jurisdiction upon this Court of any civil action to recover 1 The “Named Plaintiffs” in this action are Tamara Barrus, Carolyn Caulkins, Jeffrey Little, Michael D’Agostino, Jennifer Gleason, Kevin Bujak, Elesha Williams, Thad Olson, Eric Schmidt, Sean Kirt, Jennifer Fulwider, Justin Price, Lee Liguore, Tim Bevins, Michael Chatterton, Nicole Jones, Daniel Lorenz, Adam Estrem, Thomas Mullaney, Jared Jones, Vanessa Seelaus, Degeorgio Cosby, Eric Strid, Kevin Ward, Joseph Day, Linda Brantley, Benjamin Rivenbark, Anthony Dunston II, Tomasa Rainey, Crystal Hunsicker, Raymond Lenahan, Heather Skutnik, Simone McAdams, George Tiesmeyer, Sean Mirek, Jacob Roberts, Jared Pentz, Greg Pavlick, John Behmke, Matthew Couch, Elizabeth Rhodes, Sean Rowe, James Morgan, Jerry Hackler, Randy Alleman, Kelley Clark, Alexander Cheng, Kelly Quirk, Jamie Alfonsi, Jason Mensinger, Daniel Kennedy, Robert Walker, Eric Johnston, Dannette Stackhouse, Nickole Gagne, Edward Wlazlowski, Stephen Harry, John Brown, Justin Jenkins, Christian Broadway, Frederick McDonald, Nikita Thomas, Terri Jackson, Tyler Muilenberg, Jesse Liebman, Shawn Lamberty, Patrick McAlee, Kyle Kennedy, Rolanzo Doxie, Melvin Grannum, Anthony Boyer, Summer Guthrie, Matthew Bencal, Sandra Cornish, Luis Madrigal, Phillip Clark, Brian Jones, Bradley Mullis, Kathleen Birkenmeier, Gabriel Hodge and Karie Bradley. -2- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 77 of 255 damages or to secure equitable relief under any Act of Congress providing for the protection of civil rights; under 28 U.S.C. § 1337 conferring jurisdiction of any civil action arising under any Act of Congress regulating interstate commerce; and under the Declaratory Judgment Statute, 28 U.S.C. § 2201. 3. This Court’s supplemental jurisdiction of claims arising under statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin is also invoked. 4. Venue is appropriate in the Western District of New York since the defendants conducted business in this district. CLASS ACTION ALLEGATIONS 5. The claims arising under the ERISA, RICO and statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin are properly maintainable as a class action under Federal Rule of Civil Procedure 23. 6. The class (hereinafter “Class Members”) are those employees and former employees of Defendants who were suffered or permitted to perform compensable work for the Defendants, were not paid on a salary basis, and were not fully compensated for all hours they worked below 40 hours a week and/or were not paid overtime at the applicable premium rate for all hours they worked over 40 hours a week. The class also includes current and former employees of defendants whose 401(k) plans were not credited with their non-reduced weekly wages and correct overtime compensation as well as those injured by defendants’ scheme to -3- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 78 of 255 cheat employees out of their property and to convert the employees’ property, including their wages and/or overtime pay, by misleading employees about their rights under the FLSA. 7. The class action is maintainable under subsections (1), (2) and (3) of Rule 23(b). 8. The class size is believed to be well over 50 employees. 9. The Named Plaintiffs will adequately represent the interests of the class members because they are similarly situated to the class members and their claims are typical of, and concurrent to, the claims of the other class members. 10. There are no known conflicts of interest between the Named Plaintiffs and the other class members. 11. The class counsel, Thomas & Solomon LLP, is qualified and able to litigate the class members’ claims. 12. The class counsel concentrates its practice in employment litigation, and its attorneys are experienced in class action litigation, including class actions arising under federal and state wage and hour laws. 13. Common questions of law and fact predominate in this action because the claims of all class members are based on whether the Defendants’ practice of not paying nonexempt employees for all hours worked, not crediting employees for all time worked, and scheming to defraud employees out of their wages, including applicable premium pay violates federal law, including the FLSA, ERISA and RICO, as well as the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 14. Common questions of law and fact include, but are not limited to, the following: a. Whether Plaintiffs and Class Members are entitled to payment and credit for all of the time they worked for Defendants. -4- Case 6:05-cv-06253-CJS-JWF Document 384-2 15. Filed 01/28/11 Page 79 of 255 b. Whether Class Members are entitled to payment at overtime rates for all of the time they worked Defendants in excess of 40 hours per week and/or in excess of 8 hours per day. c. Whether Defendants’ employment policies violated Defendants’ legal obligation to pay Plaintiffs and Class Members for all of the time they worked for Defendants. d. Whether Defendants’ employment policies violated Defendants’ legal obligation to pay Class Members at overtime rates for all time they worked for Defendants in excess of 40 hours per week and/or in excess of 8 hours per day. e. Whether Defendants engaged in a scheme to defraud plaintiffs out of their wages. The class action is maintainable under subsections (2) and (3) of Rule 23(b) because the Plaintiffs seek injunctive relief, common questions of law and fact predominate among the class members and the class action is superior to other available methods for the fair and efficient adjudication of the controversy. 16. Further, pursuant to FRCP 23(c), the following 36 independent and distinct Subclasses exist. a. The “Alabama Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Alabama at any time during the Covered Period applicable to persons employed in that State. b. The “Arizona Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Arizona at any time during the Covered Period applicable to persons employed in that State. c. The “Colorado Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Colorado at any time during the Covered Period applicable to persons employed in that State. d. The “Connecticut Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Connecticut at any time during the Covered Period applicable to persons employed in that State. e. The “Delaware Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail -5- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 80 of 255 store Associates at DSG in Delaware at any time during the Covered Period applicable to persons employed in that State. f. The “Florida Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Florida at any time during the Covered Period applicable to persons employed in that State. g. The “Georgia Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Georgia at any time during the Covered Period applicable to persons employed in that State. h. The “Iowa Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Iowa at any time during the Covered Period applicable to persons employed in that State. i. The “Illinois Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Illinois at any time during the Covered Period applicable to persons employed in that State. j. The “Indiana Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Indiana at any time during the Covered Period applicable to persons employed in that State. k. The “Kansas Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Kansas at any time during the Covered Period applicable to persons employed in that State. l. The “Kentucky Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Kentucky at any time during the Covered Period applicable to persons employed in that State. m. The “Maine Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Maine at any time during the Covered Period applicable to persons employed in that State. n. The “Maryland Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Maryland at any time during the Covered Period applicable to persons employed in that State. o. The “Massachusetts Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail -6- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 81 of 255 store Associates at DSG and/or Galyan’s in Massachusetts at any time during the Covered Period applicable to persons employed in that State. p. The “Michigan Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Michigan at any time during the Covered Period applicable to persons employed in that State. q. The “Minnesota Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Minnesota at any time during the Covered Period applicable to persons employed in that State. r. The “Missouri Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Missouri at any time during the Covered Period applicable to persons employed in that State. s. The “Nebraska Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Nebraska at any time during the Covered Period applicable to persons employed in that State. t. The “Nevada Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Nevada at any time during the Covered Period applicable to persons employed in that State. u. The “New Hampshire Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in New Hampshire at any time during the Covered Period applicable to persons employed in that State. v. The “New Jersey Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in New Jersey at any time during the Covered Period applicable to persons employed in that State. w. The “New York Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in New York at any time during the Covered Period applicable to persons employed in that State. x. The “North Carolina Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in North Carolina at any time during the Covered Period applicable to persons employed in that State. y. The “Ohio Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store -7- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 82 of 255 Associates at DSG and/or Galyan’s in Ohio at any time during the Covered Period applicable to persons employed in that State. z. The “Oregon Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Oregon at any time during the Covered Period applicable to persons employed in that State. aa. The “Pennsylvania Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Pennsylvania at any time during the Covered Period applicable to persons employed in that State. bb. The “Rhode Island Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Rhode Island at any time during the Covered Period applicable to persons employed in that State. cc. The “South Carolina Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in South Carolina at any time during the Covered Period applicable to persons employed in that State. dd. The “Tennessee Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Tennessee at any time during the Covered Period applicable to persons employed in that State. ee. The “Texas Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Texas at any time during the Covered Period applicable to persons employed in that State. ff. The “Utah Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Utah at any time during the Covered Period applicable to persons employed in that State. gg. The “Vermont Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG in Vermont at any time during the Covered Period applicable to persons employed in that State. hh. The “Virginia Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Virginia at any time during the Covered Period applicable to persons employed in that State. ii. The “West Virginia Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail -8- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 83 of 255 store Associates at DSG in West Virginia at any time during the Covered Period applicable to persons employed in that State. jj. The “Wisconsin Subclass” is composed of: all current and former employees that worked and had positive earnings as non-exempt retail store Associates at DSG and/or Galyan’s in Wisconsin at any time during the Covered Period applicable to persons employed in that State. 17. Each of the 36 subclasses identified in paragraph 16 independently satisfies the requirements of FRCP 23 (a), (b), and (c), for all of the reasons set forth above in paragraphs 5 through 15. PARTIES A. Defendants 18. Defendant Dick’s Sporting Goods, Inc.’s (“Dick’s”) and Defendant Galyan’s Trading Company, Inc.’s (“Galyan’s”; and collectively with Dick’s, “Defendants”) are joint employers. 19. Defendant Dick’s Sporting Goods purchased Defendant Galyan’s Trading Company in 2004 acquiring 48 of its locations and completely absorbing the Company by becoming its successor. 20. Defendant Dick’s Sporting Goods, Inc. is a Pennsylvania corporation with its headquarters in Pittsburgh, Pennsylvania, operating over 350 locations within Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 21. Upon information and belief, the Defendants employ or employed the Named Plaintiffs and putative class members in this action. 22. The Defendants are an enterprise engaged in the operation of clothing and -9- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 84 of 255 sporting goods stores. 23. Upon information and belief, defendants maintain ERISA plans known as the Dick’s Sporting Goods, Inc. Smart Savings 401k Plan. 24. Defendants are fiduciaries of the plans. 25. Edward Stack is the President and CEO of Dick’s Sporting Goods, Inc. 26. Mr. Stack’s responsibilities include actively managing Dick’s Sporting Goods, Inc. 27. Mr. Stack has the authority to, and does, make decisions that concern the policies Defendants adopt and the implementation of those policies. 28. Mr. Stack has the authority to, and does, make decisions that concern Defendants’ operations, including functions related to employment, human resources, training, payroll, and benefits. 29. Due in part to his role as President and CEO, Mr. Stack is actively involved in the creation of the illegal policies complained of in this case. 30. Due in part to his role as President and CEO, Mr. Stack actively advises Defendants’ agents on the enforcement of the illegal policies complained of in this case. 31. Due in part to his role as President and CEO, Mr. Stack actively ensures Defendants’ compliance or non-compliance with federal law, including the requirements of the FLSA, ERISA and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 32. Mr. Stack has the authority to, and does, make decisions that concern the reviewing and counseling of Defendants regarding employment decisions, including hiring and firing of Plaintiffs and Class Members. 33. Mr. Stack has the authority to, and does, make decisions that concern employees’ - 10 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 85 of 255 schedules, hours and standard benefit levels. 34. Mr. Stack has the authority to, and does, make decisions that concern standard pay scales. 35. Mr. Stack has the authority to, and does, make decisions that concern Defendants’ human resources policies, the resolution of issues and disputes regarding policies and their applications, the counsel locations receive regarding human resources issues, and communications with employees about human resources issues and policies. 36. Mr. Stack has the authority to, and does, make decisions that concern Defendants’ employment and human resources records, including the systems for keeping and maintaining those records. 37. Mr. Stack has the authority to, and does, make decisions that concern Defendants’ payroll functions. 38. Mr. Stack has the authority to, and does, make decisions that concern the system for keeping and maintaining employees’ payroll records, the timing and method with which payment is conveyed to employees, and the manner and method in which employees receive payroll information including their payroll checks. 39. Mr. Stack has the authority to, and does, make decisions that concern benefit 40. Mr. Stack has the authority to, and does, make decisions that concern the type plans. and scope of benefits available to employees, the method and manner in which information regarding those plans is conveyed to employees, and the system for keeping and maintaining records related to employees’ benefits. 41. Because Mr. Stack has authority to hire or fire employees, provide and direct support regarding human resources issues, including the hiring and firing of Plaintiffs and Class Members, and control the drafting and enforcement of the policies which govern the hiring and firing of employees, Mr. Stack has the power to hire and fire employees. - 11 - Case 6:05-cv-06253-CJS-JWF Document 384-2 42. Filed 01/28/11 Page 86 of 255 Because Mr. Stack has authority to establish work schedules and/or conditions of employment, provide and direct support regarding human resources issues, including work schedules and/or conditions of employment, control the drafting and enforcement of the policies which govern employees’ schedules and/or conditions of employment, establish the type and scope of training employees receive, and administer employees’ benefit programs, including standard benefit levels and the type and scope of benefits available to employees, Mr. Stack supervises and controls employees’ work schedules and/or conditions of employment. 43. Because Mr. Stack has authority to establish employees’ rate and method of payment and centrally control payroll functions, including standard pay scales, the provision of payroll information, and the timing of payment, Mr. Stack determines the rate and method of employees’ payment. 44. Because Mr. Stack has authority with respect to Defendants’ centralized records, including a database regarding employees’ employment records, and systems for keeping and maintaining payroll, benefits, and other employment-related records, Mr. Stack maintains employees’ employment records. 45. Because Mr. Stack provides day-to-day support regarding human resources issues, including employees’ work schedules and/or conditions of employment, controls the drafting and enforcement of the policies which govern employees’ schedules and/or conditions of employment, and administers employees’ benefit programs, he is affirmatively, directly, and actively involved in operations of the Defendants’ business functions, particularly in regards to the employment of Plaintiffs. 46. Because Mr. Stack is actively involved in the creation of the illegal policies complained of in this case, actively advises Defendants’ agents on the enforcement of the illegal policies complained of in this case and actively ensures Defendants’ compliance or noncompliance with federal law, including the requirements of the FLSA, ERISA and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, - 12 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 87 of 255 Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin, he actively participates in the violations complained of in this action. 47. Based upon the foregoing, Mr. Stack is liable to Plaintiffs because of his active role in operating the business, his status as an employer, and/or according to federal law and state statutory and common laws. 48. Kathryn Sutter is the Senior Vice President of Human Resources of Dick’s Sporting Goods, Inc. 49. Ms. Sutter is responsible for, provides direction and control over, and is authorized to direct all aspects of human resources functions across Dick’s Sporting Goods, Inc. 50. Due in part to her role of overseeing human resources, training and education, and payroll and commission services, Ms. Sutter is actively involved in the creation of the illegal policies complained of in this case. 51. Due in part to her role of overseeing human resources, training and education, and payroll and commission services, Ms. Sutter actively advises Defendants’ agents on the enforcement of the illegal policies complained of in this case. 52. Due in part to her role of overseeing human resources, training and education, and payroll and commission services, Ms. Sutter actively ensures Defendants’ compliance or non-compliance with federal law, including the requirements of the FLSA, ERISA and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. - 13 - Case 6:05-cv-06253-CJS-JWF Document 384-2 53. Filed 01/28/11 Page 88 of 255 Ms. Sutter is actively involved in reviewing and counseling Defendants regarding employment decisions, including hiring and firing of Plaintiffs and Class Members. 54. Ms. Sutter is actively involved in decisions that set employees’ schedules, hours and standard benefit levels. 55. Ms. Sutter is actively involved in decisions that set standard pay scales. 56. Ms. Sutter is actively involved in the determination and drafting of human resources policies, the resolution of issues and disputes regarding policies and their application, the counseling locations receive regarding human resources issues, and communications with employees about human resources issues and policies. 57. Ms. Sutter is actively involved in Defendants’ employment and human resources records, including the systems for keeping and maintaining those records. 58. Ms. Sutter is actively involved in Defendants’ payroll functions. 59. Ms. Sutter is actively involved in the system for keeping and maintaining employees’ payroll records, the timing and method with which payment is conveyed to employees, and the manner and method in which employees receive payroll information including their payroll checks. 60. Ms. Sutter is actively involved in Defendants’ benefit plans. 61. Ms. Sutter is actively involved in determining the type and scope of benefits available to employees, the method and manner in which information regarding those plans is conveyed to employees, and the system for keeping and maintaining records related to employees’ benefits. 62. Because Ms. Sutter has authority to hire or fire employees, provide and direct support regarding human resources issues, including the hiring and firing of employees, and control the drafting and enforcement of the policies which govern the hiring and firing of employees, Ms. Sutter has the power to hire and fire employees. 63. Because Ms. Sutter has authority to establish work schedules and/or conditions - 14 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 89 of 255 of employment, provide and direct support regarding human resources issues, including work schedules and/or conditions of employment, control the drafting and enforcement of the policies which govern employees’ schedules and/or conditions of employment, establish the type and scope of training employees receive, and administer employees’ benefit programs, including standard benefit levels and the type and scope of benefits available to employees, Ms. Sutter supervises and controls employees’ work schedules and/or conditions of employment. 64. Because Ms. Sutter has authority to establish employees’ rate and method of payment and centrally control payroll functions, including standard pay scales, the provision of payroll information, and the timing of payment, Ms. Sutter determines the rate and method of employees’ payment. 65. Because Ms. Sutter has authority with respect to Defendants’ centralized records, including a database regarding employees’ employment records, and systems for keeping and maintaining payroll, benefits, and other employment-related records, Ms. Sutter maintains employees’ employment records. 66. Because Ms. Sutter provides day-to-day support regarding human resources issues, including employees’ work schedules and/or conditions of employment, controls the drafting and enforcement of the policies which govern employees’ schedules and/or conditions of employment, and administers employees’ benefit programs, she is affirmatively, directly, and actively involved in operations of Defendants’ business functions, particularly in regards to the employment of Plaintiffs and Class Members. 67. Because Ms. Sutter is actively involved in the creation of the illegal policies complained of in this case, actively advises Defendants’ agents on the enforcement of the illegal policies complained of in this case and actively ensures Defendants’ compliance or noncompliance with the requirements of federal law, including the requirements of the FLSA, ERISA, and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, - 15 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 90 of 255 Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin, Ms. Sutter actively participates in the violations complained of in this action. 68. Based upon the foregoing, Ms. Sutter is liable to Plaintiffs because of her active role in operating the business, her role in the violations complained of in this action, her status as an employer, or otherwise according to state law. 69. William Colombo was the President and Chief Operating Officer (“COO”) of Dick’s Sporting Goods, Inc. 70. Mr. Colombo’s responsibilities included actively managing Dick’s Sporting Goods, Inc. 71. Mr. Colombo had the authority to, and did, make decisions that concerned the policies Defendants adopted and the implementation of those policies. 72. Mr. Colombo had the authority to, and did, make decisions that concerned Defendants’ operations, including functions related to employment, human resources, training, payroll, and benefits. 73. Due in part to his role as President and COO, Mr. Colombo was actively involved in the creation of the illegal policies complained of in this case. 74. Due to in part to his role as President and COO, Mr. Colombo actively advised Defendants’ agents on the enforcement of the illegal policies complained of in this case. 75. Due in part to his role as President and COO, Mr. Colombo actively ensured Defendants’ compliance or non-compliance with federal law, including the requirements of the FLSA, ERISA and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, - 16 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 91 of 255 South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin 76. Mr. Colombo had the authority to, and did, make decisions that concerned the reviewing and counseling of Defendants regarding employment decisions, including hiring and firing of Plaintiffs and Class Members. 77. Mr. Colombo had the authority to, and did, make decisions that concern employees’ schedules, hours and standard benefit levels. 78. Mr. Colombo had the authority to, and did, make decisions that concerned standard pay scales. 79. Mr. Colombo had the authority to, and did, make decisions that concerned Defendants’ human resources policies, the resolution of issues and disputes regarding policies and their applications, the counsel locations received regarding human resources issues, and communications with employees about human resources issues and policies. 80. Mr. Colombo had the authority to, and did, make decisions that concerned Defendants’ employment and human resources records, including the systems for keeping and maintaining those records. 81. Mr. Colombo had the authority to, and did, make decisions that concerned Defendants’ payroll functions. 82. Mr. Colombo had the authority to, and did, make decisions that concerned the system for keeping and maintaining employees’ payroll records, the timing and method with which payment is conveyed to employees, and the manner and method in which employees received payroll information including their payroll checks. 83. Mr. Colombo had the authority to, and did, make decisions that concerned benefit plans. 84. Mr. Colombo had the authority to, and did, make decisions that concerned the type and scope of benefits available to employees, the method and manner in which information regarding those plans is conveyed to employees, and the system for keeping and maintaining - 17 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 92 of 255 records related to employees’ benefits. 85. Because Mr. Colombo had authority to hire or fire employees, provide and direct support regarding human resources issues, including the hiring and firing of Plaintiffs and Class Members, and control the drafting and enforcement of the policies which govern the hiring and firing of employees, Mr. Colombo had the power to hire and fire employees. 86. Because Mr. Colombo had authority to establish work schedules and/or conditions of employment, provide and direct support regarding human resources issues, including work schedules and/or conditions of employment, control the drafting and enforcement of the policies which govern employees’ schedules and/or conditions of employment, establish the type and scope of training employees receive, and administer employees’ benefit programs, including standard benefit levels and the type and scope of benefits available to employees, Mr. Colombo supervised and controlled employees’ work schedules and/or conditions of employment. 87. Because Mr. Colombo had authority to establish employees’ rate and method of payment and centrally control payroll functions, including standard pay scales, the provision of payroll information, and the timing of payment, Mr. Colombo determined the rate and method of employees’ payment. 88. Because Mr. Colombo had authority with respect to Defendants’ centralized records, including a database regarding employees’ employment records, and systems for keeping and maintaining payroll, benefits, and other employment-related records, Mr. Colombo maintained employees’ employment records. 89. Because Mr. Colombo provided day-to-day support regarding human resources issues, including employees’ work schedules and/or conditions of employment, controlled the drafting and enforcement of the policies which govern employees’ schedules and/or conditions of employment, and administered employees’ benefit programs, he was affirmatively, directly, and actively involved in operations of the Defendants’ business functions, particularly in regards - 18 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 93 of 255 to the employment of Plaintiffs. 90. Because Mr. Colombo was actively involved in the creation of the illegal policies complained of in this case, actively advised Defendants’ agents on the enforcement of the illegal policies complained of in this case and actively ensures Defendants’ compliance or noncompliance with federal law, including the requirements of the FLSA, ERISA and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin, he actively participated in the violations complained of in this action. 91. Based upon the foregoing, Mr. Colombo was liable to Plaintiffs because of his active role in operating the business, his status as an employer, and/or according to federal law and state statutory and common laws. 92. Jay Crosson was the Senior Vice President of Human Resources of Dick’s Sporting Goods, Inc. 93. Mr. Crosson was responsible for, provided direction and control over, and was authorized to direct all aspects of human resources functions across Dick’s Sporting Goods, Inc. 94. Mr. Crosson had the authority to, and did, make decisions that concerned the policies Defendants adopted and the implementation of those policies. 95. Due in part to his role of overseeing human resources, training and education, and payroll and commission services, Mr. Crosson was actively involved in the creation of the illegal policies complained of in this case. 96. Due in part to his role of overseeing human resources, training and education, and payroll and commission services, Mr. Crosson actively advised Defendants’ agents on the enforcement of the illegal policies complained of in this case. - 19 - Case 6:05-cv-06253-CJS-JWF Document 384-2 97. Filed 01/28/11 Page 94 of 255 Due in part to his role of overseeing human resources, training and education, and payroll and commission services, Mr. Crosson actively ensured Defendants’ compliance or non-compliance with federal law, including the requirements of the FLSA, ERISA and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 98. Mr. Crosson was actively involved in reviewing and counseling Defendants regarding employment decisions, including hiring and firing of Plaintiffs and Class Members. 99. Mr. Crosson was actively involved in decisions that set employees’ schedules, hours and standard benefit levels. 100. Mr. Crosson had the authority to, and did, make decisions that concerned standard pay scales. 101. Mr. Crosson was actively involved in the determination and drafting of human resources policies, the resolution of issues and disputes regarding policies and their application, the counseling locations received regarding human resources issues, and communications with employees about human resources issues and policies. 102. Mr. Crosson was actively involved in Defendants’ employment and human resources records, including the systems for keeping and maintaining those records. 103. Mr. Crosson was actively involved in Defendants’ payroll functions. 104. Mr. Crosson was actively involved in the system for keeping and maintaining employees’ payroll records, the timing and method with which payment was conveyed to employees, and the manner and method in which employees received payroll information including their payroll checks. 105. Mr. Crosson was actively involved in Defendants’ benefit plans. - 20 - Case 6:05-cv-06253-CJS-JWF Document 384-2 106. Filed 01/28/11 Page 95 of 255 Mr. Crosson was actively involved in determining the type and scope of benefits available to employees, the method and manner in which information regarding those plans is conveyed to employees, and the system for keeping and maintaining records related to employees’ benefits. 107. Because Mr. Crosson had the authority to hire or fire employees, provide and direct support regarding human resources issues, including the hiring and firing of employees, and control the drafting and enforcement of the policies which govern the hiring and firing of employees, Mr. Crosson had the power to hire and fire employees. 108. Because Mr. Crosson had authority to establish work schedules and/or conditions of employment, provide and direct support regarding human resources issues, including work schedules and/or conditions of employment, control the drafting and enforcement of the policies which governed employees’ schedules and/or conditions of employment, establish the type and scope of training employees receive, and administer employees’ benefit programs, including standard benefit levels and the type and scope of benefits available to employees, Mr. Crosson supervised and controlled employees’ work schedules and/or conditions of employment. 109. Because Mr. Crosson had authority to establish employees’ rate and method of payment and centrally control payroll functions, including standard pay scales, the provision of payroll information, and the timing of payment, Mr. Crosson determined the rate and method of employees’ payment. 110. Because Mr. Crosson had authority with respect to Defendants’ centralized records, including a database regarding employees’ employment records, and systems for keeping and maintaining payroll, benefits, and other employment-related records, Mr. Crosson maintained employees’ employment records. 111. Because Mr. Crosson provided day-to-day support regarding human resources issues, including employees’ work schedules and/or conditions of employment, controlled the - 21 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 96 of 255 drafting and enforcement of the policies which governed employees’ schedules and/or conditions of employment, and administered employees’ benefit programs, he was affirmatively, directly, and actively involved in operations of Defendants’ business functions, particularly in regards to the employment of Plaintiffs and Class Members. 112. Because Mr. Crosson was actively involved in the creation of the illegal policies complained of in this case, actively advised Defendants’ agents on the enforcement of the illegal policies complained of in this case and actively ensured Defendants’ compliance or noncompliance with the requirements of federal law, including the requirements of the FLSA, ERISA, and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin, Mr. Crosson actively participates in the violations complained of in this action. 113. Based upon the foregoing, Mr. Crosson was liable to Plaintiffs because of his active role in operating the business, his role in the violations complained of in this action, his status as an employer, or otherwise according to state law. 114. Lynn Uram was the Senior Vice President of Human Resources of Dick’s Sporting Goods, Inc. 115. Ms. Uram was responsible for, provided direction and control over, and was authorized to direct all aspects of human resources functions across Dick’s Sporting Goods, Inc. 116. Ms. Uram had the authority to, and did, make decisions that concerned the policies Defendants adopted and the implementation of those policies. 117. Due in part to his role of overseeing human resources, training and education, and payroll and commission services, Ms. Uram was actively involved in the creation of the illegal policies complained of in this case. - 22 - Case 6:05-cv-06253-CJS-JWF Document 384-2 118. Filed 01/28/11 Page 97 of 255 Due in part to her role of overseeing human resources, training and education, and payroll and commission services, Ms. Uram actively advised Defendants’ agents on the enforcement of the illegal policies complained of in this case. 119. Due in part to her role of overseeing human resources, training and education, and payroll and commission services, Ms. Uram actively ensured Defendants’ compliance or non-compliance with federal law, including the requirements of the FLSA, ERISA and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 120. Ms. Uram was actively involved in reviewing and counseling Defendants regarding employment decisions, including hiring and firing of Plaintiffs and Class Members. 121. Ms. Uram was actively involved in decisions that set employees’ schedules, hours and standard benefit levels. 122. Ms. Uram had the authority to, and did, make decisions that concerned standard pay scales. 123. Ms. Uram was actively involved in the determination and drafting of human resources policies, the resolution of issues and disputes regarding policies and their application, the counseling locations received regarding human resources issues, and communications with employees about human resources issues and policies. 124. Ms. Uram was actively involved in Defendants’ employment and human resources records, including the systems for keeping and maintaining those records. 125. Ms. Uram was actively involved in Defendants’ payroll functions. 126. Ms. Uram was actively involved in the system for keeping and maintaining employees’ payroll records, the timing and method with which payment was conveyed to - 23 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 98 of 255 employees, and the manner and method in which employees received payroll information including their payroll checks. 127. Ms. Uram was actively involved in Defendants’ benefit plans. 128. Ms. Uram was actively involved in determining the type and scope of benefits available to employees, the method and manner in which information regarding those plans was conveyed to employees, and the system for keeping and maintaining records related to employees’ benefits. 129. Because Ms. Uram had the authority to hire or fire employees, provide and direct support regarding human resources issues, including the hiring and firing of employees, and control the drafting and enforcement of the policies which governed the hiring and firing of employees, Ms. Uram had the power to hire and fire employees. 130. Because Ms. Uram had authority to establish work schedules and/or conditions of employment, provide and direct support regarding human resources issues, including work schedules and/or conditions of employment, control the drafting and enforcement of the policies which govern employees’ schedules and/or conditions of employment, establish the type and scope of training employees receive, and administer employees’ benefit programs, including standard benefit levels and the type and scope of benefits available to employees, Ms. Uram supervised and controlled employees’ work schedules and/or conditions of employment. 131. Because Ms. Uram had authority to establish employees’ rate and method of payment and centrally control payroll functions, including standard pay scales, the provision of payroll information, and the timing of payment, Ms. Uram determined the rate and method of employees’ payment. 132. Because Ms. Uram had authority with respect to Defendants’ centralized records, including a database regarding employees’ employment records, and systems for keeping and maintaining payroll, benefits, and other employment-related records, Ms. Uram maintained employees’ employment records. - 24 - Case 6:05-cv-06253-CJS-JWF Document 384-2 133. Filed 01/28/11 Page 99 of 255 Because Ms. Uram provided day-to-day support regarding human resources issues, including employees’ work schedules and/or conditions of employment, controlling the drafting and enforcement of the policies which governed employees’ schedules and/or conditions of employment, and administer employees’ benefit programs, she was affirmatively, directly, and actively involved in operations of Defendants’ business functions, particularly in regards to the employment of Plaintiffs and Class Members. 134. Because Ms. Uram was actively involved in the creation of the illegal policies complained of in this case, actively advised Defendants’ agents on the enforcement of the illegal policies complained of in this case and actively ensured Defendants’ compliance or noncompliance with the requirements of federal law, including the requirements of the FLSA, ERISA, and RICO, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin, Ms. Uram actively participated in the violations complained of in this action. 135. Based upon the foregoing, Ms. Uram was liable to Plaintiffs because of her active role in operating the business, her role in the violations complained of in this action, her status as an employer, or otherwise according to state law. B. Plaintiffs 136. Named Plaintiff Tamara Barrus is a resident of the State of New York. At all relevant times, Named Plaintiff Barrus was an employee at Defendant Galyan’s Henrietta, New York location and Defendant Dick’s Henrietta, New York location. 137. Named Plaintiff Carolyn Caulkins is a resident of the State of New York. At all relevant times, Named Plaintiff Caulkins was an employee at Defendant Dick’s Greece, New York and Henrietta, New York locations. - 25 - Case 6:05-cv-06253-CJS-JWF Document 384-2 138. Filed 01/28/11 Page 100 of 255 Named Plaintiff Jeffrey Little is a resident of the Commonwealth of Pennsylvania. At all relevant times, Named Plaintiff Little was an employee at Defendant Galyan’s Henrietta, New York, Richfield, Minnesota and Dublin, Ohio locations, and Defendant Dick’s Henrietta, New York location. 139. Named Plaintiff Michael D’Agostino is a resident of the State of New York. At all relevant times, Named Plaintiff D’Agostino was an employee at Defendant Dick’s Victor, New York and Greece, New York locations. 140. Named Plaintiff Jennifer Gleason is a resident of the State of Colorado. At all relevant times, Named Plaintiff Gleason was an employee at Defendant Galyan’s Peoria, Illinois location and Defendant Dick’s Peoria, Illinois location. 141. Named Plaintiff Kevin Bujak is a resident of the State of Illinois. At all relevant times, Named Plaintiff Bujak was an employee at Defendant Galyan’s Schaumburg, Illinois location and Defendant Dick’s Schaumburg, Illinois location. 142. Named Plaintiff Elesha Williams is a resident of the State of Illinois. At all relevant times, Named Plaintiff Williams was an employee at Defendant Dick’s Champaign, Illinois location. 143. Named Plaintiff Thad Olson is a resident of the State of Illinois. At all relevant times, Named Plaintiff Olson was an employee at Defendant Dick’s Normal, Illinois location. 144. Named Plaintiff Eric Schmidt is a resident of the State of Illinois. At all relevant times, Named Plaintiff Schmidt was an employee at Defendant Galyan’s Orland Park, Illinois location. 145. Named Plaintiff Sean Kirt is a resident of the State of Michigan. At all relevant times, Named Plaintiff Kirt was an employee at Defendant Galyan’s Grandville, Michigan location and Defendant Dick’s Grandville, Michigan location. 146. Named Plaintiff Jennifer Fulwider is a resident of the State of Ohio. At all relevant times, Named Plaintiff Fulwider was an employee at Defendant Dick’s Mansfield, Ohio - 26 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 101 of 255 location. 147. Named Plaintiff Justin Price is a resident of the State of Ohio. At all relevant times, Named Plaintiff Price was an employee at Defendant Dick’s Middleburg Heights, Ohio, Parma, Ohio, and Strongsville, Ohio locations. 148. Named Plaintiff Lee Liguore is a resident of the State of Ohio. At all relevant times, Named Plaintiff Liguore was an employee at Defendant Dick’s Boardman, Ohio location. 149. Named Plaintiff Tim Bevins is a resident of the State of Ohio. At all relevant times, Named Plaintiff Bevins was an employee at Defendant Dick’s Highland Heights, Ohio location. 150. Named Plaintiff Michael Chatterton is a resident of the State of Indiana. At all relevant times, Named Plaintiff Chatterton was an employee at Defendant Galyan’s Plainfield, Indiana location and Defendant Dick’s Plainfield, Indiana location. 151. Named Plaintiff Nicole Jones is a resident of the State of Indiana. At all relevant times, Named Plaintiff Jones was an employee at Defendant Dick’s West 86th Street, Indianapolis, Indiana location. 152. Named Plaintiff Daniel Lorenz is a resident of the State of Minnesota. At all relevant times, Named Plaintiff Lorenz was an employee at Defendant Dick’s Rochester, Minnesota location. 153. Named Plaintiff Adam Estrem is a resident of the State of Minnesota. At all relevant times, Named Plaintiff Estrem was an employee at Defendant Galyan’s Richfield, Minnesota location. 154. Named Plaintiff Thomas Mullaney is a resident of the State of Colorado. At all relevant times, Named Plaintiff Mullaney was an employee at Defendant Dick’s Loveland, Colorado location. 155. Named Plaintiff Jared Jones is a resident of the State of Colorado. At all relevant times, Named Plaintiff Jones was an employee at Defendant Galyan’s Belmar, Colorado location. - 27 - Case 6:05-cv-06253-CJS-JWF Document 384-2 156. Filed 01/28/11 Page 102 of 255 Named Plaintiff Vanessa Seelaus is a resident of the State of Colorado. At all relevant times, Named Plaintiff Seelaus was an employee at Defendant Galyan’s Broomfield, Colorado location. 157. Named Plaintiff Degeorgio Cosby is a resident of the State of Kentucky. At all relevant times, Named Plaintiff Cosby was an employee at Defendant Dick’s Louisville, Kentucky location. 158. Named Plaintiff Eric Strid is a resident of the State of Connecticut. At all relevant times, Named Plaintiff Strid was an employee at Defendant Dick’s Buckland Hills Mass, Connecticut location. 159. Named Plaintiff Kevin Ward is a resident of the State of Connecticut. At all relevant times, Named Plaintiff Ward was an employee at Defendant Dick’s Orange, Connecticut location. 160. Named Plaintiff Joseph Day is a resident of the State of North Carolina. At all relevant times, Named Plaintiff Day was an employee at Defendant Dick’s Hickory, North Carolina location. 161. Named Plaintiff Linda Brantley is a resident of the State of North Carolina. At all relevant times, Named Plaintiff Brantley was an employee at Defendant Dick’s Garner, North Carolina location. 162. Named Plaintiff Benjamin Rivenbark is a resident of the State of North Carolina. At all relevant times, Named Plaintiff Rivenbark was an employee at Defendant Dick’s Mooresville, North Carolina location. 163. Named Plaintiff Anthony Dunston II is a resident of the State of Maryland. At all relevant times, Named Plaintiff Dunston II was an employee at Defendant Dick’s Waldorf, Maryland location. - 28 - Case 6:05-cv-06253-CJS-JWF Document 384-2 164. Filed 01/28/11 Page 103 of 255 Named Plaintiff Tomasa Rainey is a resident of the State of Maryland. At all relevant times, Named Plaintiff Rainey was an employee at Defendant Dick’s Columbia, Maryland location. 165. Named Plaintiff Crystal Hunsicker is a resident of the State of Maryland. At all relevant times, Named Plaintiff Hunsicker was an employee at Defendant Galyan’s Gaithersburg, Maryland location. 166. Named Plaintiff Raymond Lenahan is a resident of the Commonwealth of Massachusetts. At all relevant times, Named Plaintiff Lenahan was an employee at Defendant Dick’s Worcester, Massachusetts location. 167. Named Plaintiff Heather Skutnik is a resident of the Commonwealth of Massachusetts. At all relevant times, Named Plaintiff Skutnik was an employee at Defendant Dick’s Hadley, Massachusetts location. 168. Named Plaintiff Simone McAdams is a resident of the State of New Jersey. At all relevant times, Named Plaintiff McAdams was an employee at Defendant Dick’s East Hanover, New Jersey location. 169. Named Plaintiff George Tiesmeyer is a resident of the State of New Jersey. At all relevant times, Named Plaintiff Tiesmeyer was an employee at Defendant Dick’s Burlington, New Jersey location. 170. Named Plaintiff Sean Mirek is a resident of the State of New Jersey. At all relevant times, Named Plaintiff Mirek was an employee at Defendant Galyan’s Woodbridge, New Jersey location. 171. Named Plaintiff Jacob Roberts is a resident of the Commonwealth of Pennsylvania. At all relevant times, Named Plaintiff Roberts was an employee at Defendant Dick’s Williamsport, Pennsylvania location. 172. Named Plaintiff Jared Pentz is a resident of the Commonwealth of Pennsylvania. At all relevant times, Named Plaintiff Pentz was an employee at Defendant Dick’s Willow Grove, - 29 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 104 of 255 Pennsylvania and Reading, Pennsylvania locations. 173. Named Plaintiff Greg Pavlick is a resident of the Commonwealth of Pennsylvania. At all relevant times, Named Plaintiff Pavlick was an employee at Defendant Dick’s Pottstown, Pennsylvania location. 174. Named Plaintiff John Behmke is a resident of the Commonwealth of Pennsylvania. At all relevant times, Named Plaintiff Behmke was an employee at Defendant Dick’s Reading, Pennsylvania location. 175. Named Plaintiff Matthew Couch is a resident of the Commonwealth of Pennsylvania. At all relevant times, Named Plaintiff Couch was an employee at Defendant Dick’s State College, Pennsylvania location. 176. Named Plaintiff Elizabeth Rhodes is a resident of the Commonwealth of Pennsylvania. At all relevant times, Named Plaintiff Rhodes was an employee at Defendant Dick’s Altoona, Pennsylvania location. 177. Named Plaintiff Sean Rowe is a resident of the State of Rhode Island. At all relevant times, Named Plaintiff Rowe was an employee at Defendant Dick’s Warwick, Rhode Island location. 178. Named Plaintiff James Morgan is a resident of the State of South Carolina. At all relevant times, Named Plaintiff Morgan was an employee at Defendant Dick’s Spartanburg, South Carolina location. 179. Named Plaintiff Jerry Hackler is a resident of the State of Tennessee. At all relevant times, Named Plaintiff Hackler was an employee at Defendant Dick’s Kingsport, Tennessee location. 180. Named Plaintiff Randy Alleman is a resident of the State of Utah. At all relevant times, Named Plaintiff Alleman was an employee at Defendant Galyan’s Salt Lake City, Utah location and Defendant Dick’s Salt Lake City, Utah location. 181. Named Plaintiff Kelley Clark is a resident of the State of Wisconsin. At all - 30 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 105 of 255 relevant times, Named Plaintiff Clark was an employee at Defendant Dick’s Madison, Wisconsin location. 182. Named Plaintiff Alexander Cheng is a resident of the State of Texas. At all relevant times, Named Plaintiff Cheng was an employee at Defendant Dick’s San Antonio, Texas location. 183. Named Plaintiff Kelly Quirk is a resident of the State of Delaware. At all relevant times, Named Plaintiff Quirk was an employee at Defendant Dick’s Christiana, Delaware location. 184. Named Plaintiff Jamie Alfonsi is a resident of Delaware. At all relevant times, Named Plaintiff Alfonsi was an employee at Defendant Dick’s Wilmington, Delaware location. 185. Named Plaintiff Jason Mensinger is a resident of the State of Missouri. At all relevant times, Named Plaintiff Mensinger was an employee at Defendant Galyan’s Des Peres, Missouri location. 186. Named Plaintiff Daniel Kennedy is a resident of the State of Georgia. At all relevant times, Named Plaintiff Kennedy was an employee at Defendant Galyan’s Buckhead, Georgia location and Defendant Dick’s Buckhead, Georgia location. 187. Named Plaintiff Robert Walker is a resident of the State of Kansas. At all relevant times, Named Plaintiff Walker was an employee at Defendant Dick’s Wichita, Kansas location. 188. Named Plaintiff Eric Johnston is a resident of the State of Texas. At all relevant times, Named Plaintiff Johnston was an employee at Defendant Dick’s Concord, New Hampshire location. 189. Named Plaintiff Dannette Stackhouse is a resident of the State of Nebraska. At all relevant times, Named Plaintiff Stackhouse was an employee at Defendant Dick’s Papillion, Nebraska location. 190. Named Plaintiff Nickole Gagne is a resident of the State of Maine. At all relevant times, Named Plaintiff Gagne was an employee at Defendant Dick’s South Portland, Maine - 31 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 106 of 255 location. 191. Named Plaintiff Edward Wlazlowski is a resident of the State of Texas. At all relevant times, Named Plaintiff Wlazlowski was an employee at Defendant Dick’s Sterling, Virginia location. 192. Named Plaintiff Stephen Harry is a resident of the State of South Carolina. At all relevant times, Named Plaintiff Harry was an employee at Defendant Dick’s Spartanburg, South Carolina location. 193. Named Plaintiff John Brown is a resident of the State of Vermont. At all relevant times, Named Plaintiff Brown was an employee at Defendant Dick’s Rutland, Vermont location. 194. Named Plaintiff Justin Jenkins is a resident of the State of West Virginia. At all relevant times, Named Plaintiff Jenkins was an employee at Defendant Dick’s South Charleston, West Virginia location. 195. Named Plaintiff Frederick McDonald is a resident of the State of Nevada. At all relevant times, Named Plaintiff McDonald was an employee at Defendant Dick’s Henderson, Nevada location. 196. Named Plaintiff Christian Broadway is a resident of the State of Nevada. At all relevant times, Named Plaintiff Broadway was an employee at Defendant Galyan’s Henderson, Nevada location. 197. Named Plaintiff Nikita Thomas is a resident of the State of Alabama. At all relevant times, Named Plaintiff Thomas was an employee at Defendant Dick’s Dothan, Alabama location. 198. Named Plaintiff Terri Jackson is a resident of the State of Alabama. At all relevant times, Named Plaintiff Jackson was an employee at Defendant Dick’s Hoover, Alabama location. 199. Named Plaintiff Tyler Muilenberg is a resident of the State of Iowa. At all relevant times, Named Plaintiff Muilenberg was an employee at Defendant Dick’s Davenport, Iowa - 32 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 107 of 255 location. 200. Named Plaintiff Jesse Liebman is a resident of the State of Oregon. At all relevant times, Named Plaintiff Liebman was an employee at Defendant Dick’s Portland, Oregon location. 201. Named Plaintiff Shawn Lamberty is a resident of the State of Arizona. At all relevant times, Named Plaintiff Lamberty was an employee at Defendant Dick’s Tempe, Arizona location. 202. Named Plaintiff Patrick McAlee is a resident of the State of Florida. At all relevant times, Named Plaintiff McAlee was an employee at Defendant Dick’s Bradenton, Florida location. 203. Named Plaintiff Kyle Kennedy is a resident of the State of Florida. At all relevant times, Named Plaintiff Kennedy was an employee at Defendant Dick’s West Melbourne, Florida location. 204. Named Plaintiff Rolanzo Doxie is a resident of the State of Alabama. At all relevant times, Named Plaintiff Doxie was an employee at Defendant Galyan’s Birmingham, Alabama location and Defendant Dick’s Birmingham, Alabama location. 205. Named Plaintiff Melvin Grannum is a resident of the State of Georgia. At all relevant times, Named Plaintiff Grannum was an employee at Defendant Galyan’s Atlanta, Georgia location and Defendant Dick’s McDonough, Georgia location. 206. Named Plaintiff Anthony Boyer is a resident of the State of Kansas. At all relevant times, Named Plaintiff Boyer was an employee at Defendant Galyan’s Topeka, Kansas location and Defendant Dick’s Leawood, Kansas location. 207. Named Plaintiff Summer Guthrie is a resident of the State of Colorado. At all relevant times, Named Plaintiff Guthrie was an employee at Defendant Galyan’s Louisville, Kentucky and Lakewood, Colorado locations and Defendant Dick’s Lakewood, Colorado location. - 33 - Case 6:05-cv-06253-CJS-JWF Document 384-2 208. Filed 01/28/11 Page 108 of 255 Named Plaintiff Matthew Bencal is a resident of the State of Massachusetts. At all relevant times, Named Plaintiff Bencal was an employee at Defendant Galyan’s Danvers, Massachusetts location and Defendant Dick’s Danvers, Massachusetts location. 209. Named Plaintiff Sandra Cornish is a resident of the State of Texas. At all relevant times, Named Plaintiff Cornish was an employee at Defendant Galyan’s Arlington, Texas location. 210. Named Plaintiff Luis Madrigal is a resident of the State of Wisconsin. At all relevant times, Named Plaintiff Madrigal was an employee at Defendant Galyan’s Madison, Wisconsin location. 211. Named Plaintiff Phillip Clark is a resident of the State of Virginia. At all relevant times, Named Plaintiff Clark was an employee at Defendant Galyan’s Virginia Beach, Virginia location. 212. Named Plaintiff Brian Jones is a resident of the State of Ohio. At all relevant times, Named Plaintiff Jones was an employee at Defendant Galyan’s Columbus, Ohio location. 213. Named Plaintiff Bradley Mullis is a resident of the State of North Carolina. At all relevant times, Named Plaintiff Mullis was an employee at Defendant Galyan’s Charlotte, North Carolina location. 214. Named Plaintiff Kathleen Birkenmeier is a resident of the State of Missouri. At all relevant times, Named Plaintiff Birkenmeier was an employee at Defendant Dick’s St. Louis, Missouri and De Peres, Missouri locations. 215. Named Plaintiff Gabriel Hodge is a resident of the State of Iowa. At all relevant times, Named Plaintiff Hodge was an employee at Defendant Dick’s Cedar Rapids, Iowa location. 216. Named Plaintiff Karie Bradley is a resident of the State of Nebraska. At all relevant times, Named Plaintiff Bradley was an employee at Defendant Galyan’s Omaha, Nebraska location. - 34 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 109 of 255 FACTUAL BACKGROUND 217. Dick’s Sporting Goods, Inc. is self proclaimed as “one of the fastest growing, most profitable sporting goods retailers in the country.” Indeed, Defendants’ net income for the quarter ending April 2009 was $10.2 million. Further, Defendants opened 43 new locations in 2008. Currently, Defendants operate more than 400 stores throughout the United States. 218. One of Defendants’ largest expenses is the payroll of its hourly paid employees. In order to reduce this expense and to maximize profitability, Defendants have maintained a policy of not paying hourly employees for all time worked, and encouraging off-the-clock work to be performed. 219. Defendants put pressure on management of all levels, including at the district and store level, to encourage and allow hourly employees to perform off-the-clock work. This is achieved by the promises of reward and punishment. Defendants set payroll budgets that can only realistically be met if hourly employees are performing work off the clock. Management is awarded bonuses that are largely dependent on staying within the payroll budget. If not met, the job security of district and store managers is threatened. 220. The pressures of reducing payroll expenses and staying within the payroll budgets encouraged management to grossly understaff each location. 221. The above stated policies and procedures cause Defendants to allow, direct and encourage hourly employees to perform work, as described below, without proper compensation. 222. Defendants have actual knowledge that Plaintiffs and Class Members are not and have not been properly compensated. Meal Break Deduction Policy 223. The Defendants’ maintain a payroll policy of deducting either one half-hour or one hour from Class Members’ compensable time for scheduled “non-working” break periods (“Meal Break Deduction Policy”). - 35 - Case 6:05-cv-06253-CJS-JWF Document 384-2 224. Filed 01/28/11 Page 110 of 255 However, Defendants suffer or permit employees to work through and during their meal breaks, but pursuant to their Meal Break Deduction Policy, time spent working during meal breaks was still deducted from Plaintiffs and Class Members pay. 225. Plaintiffs and Class Members are often required to work through their scheduled breaks or are interrupted during their breaks, even though Defendants do not pay them for this work pursuant to the Meal Break Deduction Policy. 226. Further, Defendants fail to ensure that Plaintiffs and Class Members are completely relieved of work duty during the time that is deducted from Plaintiffs and Class Members pay pursuant to the Meal Break Deduction Policy. 227. Therefore, Plaintiffs and Class Members perform compensable work during and through their unpaid meal periods. 228. Defendants and their management engaged in a pattern and/or practice of encouraging Plaintiffs and Class Members to perform work during their meal breaks. 229. Defendants and their management engaged in a pattern and/or practice of threatening Plaintiffs and Class Members with discharge, demotion or discrimination or otherwise intimidating Plaintiffs and Class Members if they do not work during their meal breaks. 230. Plaintiffs and Class Members were subject to the Meal Break Deduction Policy. 231. Due to chronic understaffing and payroll restraints, Plaintiffs and Class Members are often unable to be relieved by another employee to cover their department, and are therefore unable to leave their department to take their scheduled meal break. If an employee leaves their department uncovered, Defendants reprimand them. 232. When an employee is permitted to take a break, they are often required to return early from their break or perform work during their break because of the understaffing and payroll restraints. 233. Defendants were aware Plaintiffs and Class Members worked during and through - 36 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 111 of 255 their meal breaks. 234. Nevertheless, by operation of the Meal Break Deduction Policy, Plaintiffs’ and Class Members’ compensable time was impermissibly reduced under the policy. 235. In many instances, if Plaintiffs’ and Class Members’ hours had been properly calculated, the time spent working through the breaks would have resulted in the Plaintiffs and Class Members qualifying for overtime compensation. 236. These violations of federal law, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin were willful. Off-the-Clock Work Policy 237. The Defendants’ maintain a payroll policy of requiring Plaintiffs and Class Members to perform work off-the-clock (“Off-the-Clock Work Policy”). 238. The Off-the-Clock Work Policy includes time worked after the store location was closed for business, and the employees were “locked-in” and being forced to work uncompensated until management allowed them to leave. 239. Additionally, Defendants required Plaintiffs and Class Members to help customers regardless of whether Plaintiffs and Class Members were on the clock. 240. Defendants suffered or permitted Plaintiffs and Class Members to perform work prior to the start of their shift, and after the end of their scheduled shift, but pursuant to Defendants’ Off-the-Clock Work Policy, Plaintiffs and Class Members were not compensated for the time spent working before and after their scheduled shift. 241. All Plaintiffs and Class Members were subject to Defendants’ Off-the-Clock Work Policy. - 37 - Case 6:05-cv-06253-CJS-JWF Document 384-2 242. Filed 01/28/11 Page 112 of 255 Defendants and their management engaged in a pattern and/or practice of encouraging Plaintiffs and Class Members to perform work off-the-clock. 243. Defendants often required Plaintiffs and Class Members to clock out and continue working in order to avoid overtime hours from being recorded. 244. Defendants and their management engaged in a pattern and/or practice of threatening Plaintiffs and Class Members with discharge, demotion or discrimination or otherwise intimidating Plaintiffs and Class Members if they do not work off-the-clock. 245. In many instances, if Plaintiffs’ hours had been properly calculated, the time spent working through the breaks would have resulted in the Plaintiffs’ qualifying for overtime compensation. 246. These violations of federal law, as well as the statutory laws and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin were willful. Failure to Properly Pay Overtime 247. The Defendants’ maintain a payroll policy of not paying Plaintiffs and Class Members for all hours considered overtime at the statutorily required premium rate (“Overtime Policy”). 248. Defendants suffered or permitted Plaintiffs and Class Members to work in excess of 40 hours a week, but failed to ensure Plaintiffs and Class Members were compensated at the statutory required premium. 249. The methods Defendants utilized to avoid paying Plaintiffs and Class Members the statutorily required premium rate for overtime included, but was not limited to, the following: - 38 - Case 6:05-cv-06253-CJS-JWF Document 384-2 250. Filed 01/28/11 Page 113 of 255 a. calculating overtime on a 2-week, 80 hour basis, and only paying time and one half for hours over 80 in the 2-week pay period; b. compensating Plaintiffs and Class Members with “retro pay” the week following the week overtime was worked at straight time rates, thus depriving employees of premium overtime compensation in the week it was earned; c. altering time records to reflect 40 hours, thus depriving Plaintiffs and Class Members of any compensation for the hours worked over 40; d. compensating Plaintiffs and Class Members at their straight hourly rate for hours over forty. Defendants put pressure on management at the store and district levels to keep overtime hours at a minimum by using scare tactics and promises of bonuses. This pressure manifested itself in the different overtime violations described above. 251. It is Defendants’ policy and practice not to compensate Plaintiffs and Class Members at a rate of one-and-a-half times their regular rate of pay for all hours worked in excess of forty. 252. The Defendants’ practice is to be deliberately indifferent to these violations of the statutory overtime requirements. 253. The Defendants’ failure to pay Plaintiffs overtime wages for time worked in excess of 40 hours violates the FLSA, as well as the statutory and common laws of Colorado, Connecticut, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Missouri, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, Vermont, West Virginia and Wisconsin. These violations were willful. 254. Moreover, Class Members who worked at Defendants’ Minnesota locations were similarly not compensated for all of their hours. Defendants failed to compensate Minnesota employees for their time worked in excess of 48 hours in violation of Minnesota statutory and common laws. These violations were also willful. 255. Additionally, Class Members who worked at Defendants’ Kansas locations were - 39 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 114 of 255 similarly not compensated for all of their hours. Defendants failed to compensate Minnesota employees for their time worked in excess of 46 hours in violation of Kansas statutory and common laws. These violations were also willful. Additional Allegations 256. Among the relief sought, Plaintiffs seek injunctive relief to prevent the Defendants from continuing the illegal policies and practices perpetuated pursuant to the policies. 257. Defendants offered Plaintiffs and Class Members fixed hourly wages for all time worked in exchange for labor and services performed by Plaintiffs and Class Members. 258. By entering into an employment relationship with Plaintiffs and Class Members, Defendants entered into a contract for employment, including implied contracts and express contracts. 259. Defendants expressly told each Class Member the hourly rate to be paid for all time in which work was performed. 260. Defendants promised Class Members, as outlined in the Employee Handbook, that Class Members would receive both paid and unpaid breaks based on the number of hours worked and the respective state law requirements. 261. In addition, Defendants’ oral express contract with Plaintiffs and Class Members embodied all binding legal requirements concerning the payment of such wages to the Plaintiffs and Class Members that were in force at the time of that contract. 262. Class Members accepted Defendants’ offer of employment, and reasonably relied on Defendants’ promise to pay the expressed wage for all time worked. 263. Defendants failed to ensure that Plaintiffs and Class Members received all agreed upon rest and meal breaks. Further, Defendants failed to ensure that Plaintiffs and Class Members were properly compensated when work was performed during the agreed upon rest and meal breaks. - 40 - Case 6:05-cv-06253-CJS-JWF Document 384-2 264. Filed 01/28/11 Page 115 of 255 As alleged herein, Plaintiffs and Class Members regularly worked hours both under and in excess of forty per week and were not paid for all of those hours. 265. This work was completed at the direction and behest of Defendants, not voluntarily performed by Plaintiffs and Class Members, but done with the expectation of earning their respective hourly wage rate. 266. By failing to pay Plaintiffs and Class Members for all time worked, Defendants breached both the express and implied contracts entered into with Plaintiffs and Class Members. 267. Defendants failed to act in good faith and breached the oral express and/or implied contract terms by failing to pay Class Members for all of the time Class Members worked and by failing to pay Class Members all time worked including applicable premium pay. As a result of Defendants’ breach of express and implied contracts, Plaintiffs and Class Members have been harmed and as a direct and proximate result have suffered damages including all amounts they should have been paid for all time worked including applicable premium pay. 268. Both the express and implied promises made to Plaintiffs and Class Members contained an implied covenant of good faith and fair dealing, which obligated Defendants to perform the terms and conditions of the employment contract fairly and in good faith and to refrain from doing any act that would violate any state law governing the employment relationship or any act that would deprive Class Members of the benefits of the contract 269. Defendants breached their duty of good faith and fair dealing by failing to compensate Plaintiffs and Class Members in accordance with the applicable state laws for all the time worked, including applicable premium pay. 270. As a result of Defendants’ breach of duty of good faith and fair dealing, Plaintiffs and Class Members have been harmed and as a direct and proximate result have suffered damages including all amounts they should have been paid for all the time worked, including applicable premium pay. - 41 - Case 6:05-cv-06253-CJS-JWF Document 384-2 271. Filed 01/28/11 Page 116 of 255 At all relevant times, Defendants had and continued to have a legal obligation to pay Plaintiffs and Class Members all earnings and overtime due. The wages belong to Plaintiffs and Class Members as of the time the labor and services were provided to Defendants and, accordingly, the wages for services performed are the property of the Plaintiffs and Class Members. 272. In refusing to pay wages and applicable premium pay to Plaintiffs and Class Members, Defendants knowingly, unlawfully and intentionally took, appropriated and converted the wages and overtime earned by Plaintiffs and Class Members for Defendants’ own use, purpose and benefit. At the time the conversion took place, Plaintiffs and Class Members were entitled to immediate possession of the amount of wages and overtime earned. As a result, Plaintiffs and Class Members have been denied the use and enjoyment of their property and have been otherwise damaged in an amount to be proven at trial. This conversion was done in bad faith, oppressive, malicious, and fraudulent and/or done with conscious disregard of the rights of the Plaintiffs and Class Members. This conversion was concealed from Plaintiffs and Class Members. 273. Plaintiffs requested compensation for their time worked and such request was denied by Defendants. 274. Defendants’ failure to compensate Plaintiffs and Class Members for all the time they worked, including applicable premium pay, constitutes the conversion of the monies of Plaintiffs and the Class Members. 275. As a direct and proximate result of the conversion by Defendants of monies belonging to Plaintiffs and Class Members, Plaintiffs and Class Members have suffered damages including all amounts they should have been paid at regular or premium rates for time worked. 276. Defendants’ Plaintiffs and Class Members conferred a benefit upon Defendants by working on behalf without receiving compensation, compensation. - 42 - including premium overtime Case 6:05-cv-06253-CJS-JWF Document 384-2 277. Filed 01/28/11 Page 117 of 255 As detailed herein, rather than incur additional labor costs by paying non-exempt hourly-paid employees for all of the hours that they worked, Defendants required Plaintiffs and Class Members to work hours under and in excess of forty without receiving any compensation for those hours. 278. Defendants had an appreciation or knowledge of the benefit conferred by these Plaintiffs and Class Members. For example, Defendants’ management has: observed Plaintiffs and Class Members working through their unpaid meal breaks, directed Plaintiffs and Class Members to work during their unpaid meal breaks, and affirmatively told Plaintiffs and Class Members that they could not be paid for such time. 279. Defendants have received financial gain at the expense of Plaintiffs and Class Members because they did not pay Plaintiffs and Class Members for all hours worked and Defendants kept the monies owed to the Plaintiffs and Class Members. 280. Defendants have received that financial gain under such circumstances that, in equity and good conscience, Defendants ought not to be allowed to profit at the expense of Plaintiffs and Class Members. 281. Defendants enjoyed the benefit of the monies rightfully belonging to the Plaintiffs and Class Members at the expense of the Plaintiffs and Class Members. Retaining such benefits would be inequitable and contrary to the fundamental principles of justice, equity and good conscience. 282. Defendants failed to act in good faith by failing to pay for all the time worked including applicable premium pay, which has unjustly enriched Defendants to the detriment of Plaintiffs and Class Members. 283. Defendants failed to act in good faith and violated their obligations by failing to pay Plaintiffs and Class Members for the reasonable value of the services performed by Plaintiffs and Class Members for Defendants. 284. As a direct and proximate result of Defendants’ unjust enrichment, Plaintiffs and - 43 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 118 of 255 Class Members have suffered injuries and are entitled to reimbursement, restitution and disgorgement from Defendants of the benefits conferred by Plaintiffs’ and the Class Members’ work without compensation as required by the state common and statutory laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 285. Defendants’ practice is to be deliberately indifferent to these violations of the statutory wage and overtime requirements contained in the state common and statutory laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 286. The Defendants engaged in such conduct and made such statements to conceal from the Plaintiffs their rights and to frustrate the vindication of the employees’ rights under federal and state laws. 287. Through the paystubs and payroll information it provided to employees, Defendants deliberately concealed from its employees that they did not receive compensation for all the work they performed and misled them into believing they were being paid properly. 288. Further, by maintaining and propagating the illegal policies, defendants deliberately misrepresented to Plaintiffs and Class Members that they were being properly paid for time worked, even though Plaintiffs and Class Members were not receiving pay for all time worked including applicable premium pay. 289. The defendants engaged in such conduct and made such statements to conceal - 44 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 119 of 255 from the Plaintiffs and Class Members their rights and to frustrate the vindication of the employees’ federal and state rights. 290. As a result, Plaintiffs and Class Members were unaware of their claims. 291. Plaintiffs and Class Members are under no duty to inquire of Defendants that they were paid for all hours worked including applicable premium pay. As a direct and proximate cause of Defendants affirmatively misleading Plaintiffs and Class Members regarding the fact that they were to be paid for all hours worked, Defendants are estopped from asserting statute of limitations defenses against Plaintiffs and Class Members. 292. Further, by maintaining and propagating the illegal policies, Defendants deliberately misrepresented to Plaintiffs and Class Members that they were being properly paid for time worked, even though Plaintiffs were not receiving pay for all time worked. 293. Defendants misrepresented in their employee manuals and policy manuals to Plaintiffs and Class Members that they would be paid for all hours worked including those worked both under and in excess of forty in a work week. 294. Defendants intended for Plaintiffs and Class Members to rely upon Defendants’ misrepresentations that they would be paid for all the time worked, including applicable premium pay. 295. Defendants, however, at all times intended to violate applicable federal and state laws by failing to pay Plaintiffs and Class Members for all the time worked, including applicable premium pay. 296. These misrepresentations were material to the terms of Plaintiffs’ and Class Members’ employment contracts (express and implied), and Plaintiffs and Class Members relied on the misrepresentations in agreeing to accept and continue employment with Defendants. This reliance was reasonable, as Plaintiffs and Class Members had every right to believe that Defendants would abide by their obligations pursuant to applicable state law. 297. When Defendants hired Named Plaintiffs and Class Members, they represented - 45 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 120 of 255 to Named Plaintiffs and Class Members that they would be fully compensated for all services performed. 298. Defendants affirmatively misled Plaintiffs and Class Members regarding the fact that Defendants failed to pay Named Plaintiffs and Class Members for all hours worked. 299. Defendants induced Plaintiffs and Class Members to accept employment with Defendants by misrepresenting to Plaintiffs and Class Members that they would be fully compensated for all hours worked. 300. There was no reasonable basis for Defendants to believe these representations because Defendants had a continuing practice and policy of failing to pay their employees for all the time worked, including applicable premium pay. Plaintiffs and Class Members relied upon Defendants’ representations by performing work and services for Defendants. This reliance was reasonable, as Plaintiffs and Class Members had every right to believe that Defendants would abide by their obligations to pay for all hours worked requested by law, including pursuant to the state common and statutory laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 301. As a direct and proximate cause of Defendants’ fraud and negligent misrepresentations Plaintiffs and Class Members have suffered damages because they were not compensated for all hours that they worked both under and in excess of forty per week. 302. Defendants sponsor pension plans including Dick’s Sporting Goods, Inc. Smart Savings 401k Plan (the “Plan”) for its employees. 303. Defendants failed to keep accurate records of all time worked by Class Members. By failing to keep such records, defendants’ records are legally insufficient to determine benefits. 304. Defendants failed to credit or even investigate crediting overtime pay as - 46 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 121 of 255 compensation used to determine benefits to the extent overtime may be included as compensation under the Plan. Defendants, while acting as fiduciaries exercising discretion over the administration of the Plan, breached their duties to act prudently and solely in the interests of Plan’s participants by failing to credit them with all of the hours of service for which they were entitled to be paid, including overtime to the extent overtime may be included as compensation under than Plan, or to investigate whether such hours should be credited. Under ERISA, crediting hours is a fiduciary function, independent of the payment of wages, necessary to determine participants’ participation vesting and accrual of rights. 305. As used in this Complaint, “mailed” means: (1) placing in any post office or authorized depository for mailed matter, any matter or thing to be delivered by the United States Postal Service; (2) causing to be deposited any matter or thing to be delivered by any private or commercial interstate carrier; (3) taking or receiving therefrom any such matter or thing; and/or (4) knowingly causing to be delivered by any such means any such matter. 306. Plaintiffs and Class Members allege that Defendants devised, intended to devise, and carried out a scheme to cheat Plaintiffs and Class Members out of their property and to convert Plaintiffs’ and Class Members’ property, including their wages and/or overtime pay (the “Scheme”). Defendants’ Scheme consisted of illegally, willfully and systematically withholding or refusing to pay Plaintiffs and Class Members their regular or statutorily required rate of pay for all hours worked in violation of federal law, as described previously in this Complaint. 307. Defendants’ Scheme involved the employment of material misrepresentations and/or omissions and other deceptive practices reasonably calculated to deceive Plaintiffs and Class Members. The Scheme involved depriving Plaintiffs and Class Members of their lawful entitlement to wages and overtime. 308. In executing or attempting to execute the Scheme and to receive the financial benefits of the Scheme, defendants repeatedly mailed payroll checks, either directly to Plaintiffs and Class Members or between defendants’ business locations. These mailings occurred on a - 47 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 122 of 255 regular basis and more than 100 such mailings occurred in the last 10 years. 309. The payroll checks were false and deceptive because they misled Plaintiffs and Class Members about the amount of wages to which they were entitled, as well as their status and rights under the FLSA. Plaintiffs and Class Members relied to their detriment on the misleading payroll checks that defendants mailed and those misleading documents were a proximate cause of Plaintiffs’ and Class Members’ injuries. 310. Defendants’ predicate acts of mailing the misleading payroll checks in furtherance of their Scheme constitute a pattern of conduct unlawful pursuant to 18 U.S.C. § 1961(5) based upon both the relationship between the acts and continuity over the period of time of the acts. The relationship was reflected because the acts were connected to each other in furtherance of the Scheme. Continuity was reflected by both the repeated nature of the mailings during and in furtherance of the Scheme and the threat of similar acts occurring in the future. The threat was reflected by the continuing and ongoing nature of the acts. 311. Defendants’ predicate acts were related, because they reflected the same purpose or goal (to retain wages and overtime pay due to Plaintiffs and Class Members for the economic benefit of defendants and members of the enterprise); results (retention of wages and overtime pay); participants (defendants and other members of the enterprise); victims (Plaintiffs and Class Members); and methods of commission (the Scheme and other acts described in the Complaint). The acts were interrelated and not isolated events, since they were carried out for the same purposes in a continuous manner over a substantial period of time. 312. At all relevant times, in connection with the Scheme, defendants acted with malice, intent, knowledge, and in reckless disregard of Plaintiffs’ and Class Members’ rights. 313. Each of the Plaintiffs and Class Members is a “person” within the meaning of 18 U.S.C. §§ 1961(3) and 1964. 314. Each defendant is a “person” within the meaning of 18 U.S.C. §§ 1961(3) and 1962(c). - 48 - Case 6:05-cv-06253-CJS-JWF Document 384-2 315. Filed 01/28/11 Page 123 of 255 Defendants were members of an “enterprise” under 18 U.S.C. §§ 1961(4) and 1962(a), which was engaged in or the activities of which affected interstate and foreign commerce. 316. Each defendant received income from a pattern of conduct unlawful under RICO, in which defendants participated through continuous instances of providing Plaintiffs and Class Members with misleading documents which defendants mailed and upon which Plaintiffs and Class Members relied to their detriment. 317. Plaintiffs and Class Members were injured in their business and property under 18 U.S.C. § 1964(c) by reason of defendants’ commission of conduct which was unlawful under RICO. 318. Defendants failed to pay all wages due to Plaintiffs and Class Members on regular days designated in advance pursuant to the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. 319. These violations of federal law, as well as the statutory and common laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin, and Wisconsin were willful. FIRST CAUSE OF ACTION FLSA 320. Plaintiffs re-allege the above paragraphs as if fully restated herein. 321. Defendants willfully violated their obligations under the FLSA and are liable to - 49 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 124 of 255 Plaintiffs. SECOND CAUSE OF ACTION ERISA – Failure to Keep Accurate Records 322. Plaintiffs re-allege the above paragraphs as if fully restated herein. 323. Defendants willfully violated their obligations under ERISA and are liable to plaintiffs. 324. Class Members bring these claims under 29 U.S.C. § 1132(a)(3), which confers on plan participants the right to bring suit to enjoin any violation of ERISA § 1059(a)(1). 325. Defendants failed to keep accurate records of all time worked by Class Members. By failing to keep such records, defendants’ records are legally insufficient to determine benefits Defendants failed to keep records “sufficient to determine the benefits due or which may become due” under the terms of the Plan as required by ERISA § 209(a)(1), 29 U.S.C. § 1059(a)(1). THIRD CAUSE OF ACTION ERISA – Breach of Fiduciary Duty 326. Plaintiffs re-allege the above paragraphs as if fully restated herein. 327. Defendants breached their fiduciary duties under 29 U.S.C. § 1104(a)(1). FOURTH CAUSE OF ACTION RICO 328. Plaintiffs re-allege the above paragraphs as if fully restated herein. 329. Defendants willfully violated their obligations under RICO and are liable to plaintiffs. FIFTH CAUSE OF ACTION Unpaid Wages 330. Defendants are liable to Plaintiffs and Class Members for failure to pay Plaintiffs and Class Members for all hours worked, as described above, pursuant to the applicable state statutes as described below. Arizona - 50 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 125 of 255 331. Plaintiffs re-allege the above paragraphs as if fully restated herein. 332. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the ARIZ. REV. STAT. §§ 23-350 et seq., and Plaintiffs and Class Members have suffered damages. Colorado 333. Plaintiffs re-allege the above paragraphs as if fully restated herein. 334. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the COLO. REV. STAT. ANN. §§ 8-6-101 et seq. and 7 COLO. CODE REGS. § 1103-1, and Plaintiffs and Class Members have suffered damages. Connecticut 335. Plaintiffs re-allege the above statements as if fully restated herein. 336. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated CON. GEN. STAT. §§ 31-71a et seq., and Plaintiffs and Class Members have suffered damages. Delaware 337. Plaintiffs re-allege the above paragraphs as if fully restated herein. 338. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated 19 DEL. CODE ANN. §§ 1101 et seq., and Plaintiffs and Class Members have suffered damages. Georgia 339. Plaintiffs re-allege the above paragraphs as if fully restated herein. 340. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated GA. CODE ANN. § 34-7-2, and Plaintiffs and Class Members have suffered damages Illinois - 51 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 126 of 255 341. Plaintiffs re-allege the above paragraphs as if fully restated herein. 342. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the 820 ILL. COMP. STAT. 115/1 and 56 ILL. ADMIN. CODE § 210.100, and Plaintiffs and Class Members have suffered damages. Indiana 343. Plaintiffs re-allege the above paragraphs as if fully restated herein. 344. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the IND. CODE ANN. §§ 22-2-2 et seq., and 22-2-5-1 et seq., and Plaintiffs and Class Members have suffered damages. Iowa 345. Plaintiffs re-allege the above paragraphs as if fully restated herein. 346. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated IOWA CODE §§ 91A et seq., and Plaintiffs and Class Members have suffered damages Kansas 347. Plaintiffs re-allege the above paragraphs as if fully restated herein. 348. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the KAN. STAT. ANN. §§ 44-312, et seq. and KAN. ADMIN. REGS. § 49-20-1, and Plaintiffs and Class Members have suffered damages. Kentucky 349. Plaintiffs re-allege the above paragraphs as if fully restated herein. 350. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the KY. REV. STAT. ANN. § 337.010 et seq. and 803 KY. ADMIN. REGS. 1:065, and Plaintiffs and Class Members have suffered damages. Maine - 52 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 127 of 255 351. Plaintiffs re-allege the above paragraphs as if fully restated herein. 352. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the ME. REV. STAT. ANN. tit. 26, § 621 et seq., and Plaintiffs and Class Members have suffered damages. Maryland 353. Plaintiffs re-allege the above statements as if fully restated herein. 354. Defendants’ conduct, as set forth above, violates MD. CODE, LABOR & EMPL. ART. § 3-501. Massachusetts 355. Plaintiffs re-allege the above statements as if fully restated herein. 356. As a direct and proximate cause of Defendants’ acts, including Defendants’ failure to act in good faith, Defendants violated MASS. GEN. LAWS CH. 149 § 148, and Plaintiffs and Class Members have suffered damages. Michigan 357. Plaintiffs re-allege the above paragraphs as if fully restated herein. 358. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the MICH. COMP. LAWS § 408.381 et seq., and Plaintiffs and Class Members have suffered damages. Minnesota 359. Plaintiffs re-allege the above paragraphs as if fully restated herein. 360. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the MINN. STAT. ANN. § 177.21 et seq. and Minnesota Rules 5200.0120 and Plaintiffs and Class Members have suffered damages. Missouri 361. Plaintiffs re-allege the above paragraphs as if fully restated herein. - 53 - Case 6:05-cv-06253-CJS-JWF Document 384-2 362. Filed 01/28/11 Page 128 of 255 As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the MO. REV. STAT. § 290.010 et seq., and Plaintiffs and Class Members have suffered damages. Nebraska 363. Plaintiffs re-allege the above paragraphs as if fully restated herein. 364. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the NEB. REV. STAT. § 48-1228 et seq., and Plaintiffs and Class Members have suffered damages. Nevada 365. Plaintiffs re-allege the above paragraphs as if fully restated herein. 366. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the NEV. REV. STAT. § 608 et seq., and Plaintiffs and Class Members have suffered damages. New Hampshire 367. Plaintiffs re-allege the above paragraphs as if fully restated herein. 368. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the N.H. REV. STAT. ANN. ch. 275, § 43 et seq., and Plaintiffs and Class Members have suffered damages. New Jersey 369. Plaintiffs re-allege the above paragraphs as if fully restated herein. 370. As a direct and proximate cause of Defendants’ acts, including Defendants’ failure to act in good faith, Defendants violated N.J.A.C. § 12:56-5.2, and Plaintiffs and Class Members have suffered damages New York - 54 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 129 of 255 371. Plaintiffs re-allege the above paragraphs as if fully restated herein. 372. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the N.Y. LAB. LAW § 191 et seq. and N.Y. COMP. CODES R. & REGS. § 142-2.1 et seq., and Plaintiffs and Class Members have suffered damages. North Carolina 373. Plaintiffs re-allege the above statements as if fully restated herein. 374. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated N.C. GEN. STAT. § 95-25.22, and Plaintiffs and Class Members have suffered damages. Ohio 375. Plaintiffs re-allege the above paragraphs as if fully restated herein. 376. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the OHIO REV. CODE ANN. 4111.01 et seq., and Plaintiffs and Class Members have suffered damages. Oregon 377. Plaintiffs re-allege the above paragraphs as if fully restated herein. 378. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the OR REV. STAT. § 652.110 et seq.., and Plaintiffs and Class Members have suffered damages. Pennsylvania 379. Plaintiffs re-allege the above paragraphs as if fully restated herein. 380. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the 43 PA. STAT. ANN. 333 et seq. and 43 P.S. 2601.1 et seq. and Plaintiffs and Class Members have suffered damages. Rhode Island - 55 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 130 of 255 381. Plaintiffs re-allege the above paragraphs as if fully restated herein. 382. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the R.I. GEN. LAWS § 28-14-1 et seq., and Plaintiffs and Class Members have suffered damages. South Carolina 383. Plaintiffs re-allege the above paragraphs as if fully restated herein. 384. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the S. C. CODE ANN. § 41-10-10 et seq., and Plaintiffs and Class Members have suffered damages. Tennessee 385. Plaintiffs re-allege the above paragraphs as if fully restated herein. 386. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the TENN. CODE ANN. § 50-2-101 et seq., and Plaintiffs and Class Members have suffered damages. Texas 387. Plaintiffs re-allege the above paragraphs as if fully restated herein. 388. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the TEX. LAB. CODE ANN. § 61.001 et seq., and Plaintiffs and Class Members have suffered damages. Utah 389. Plaintiffs re-allege the above paragraphs as if fully restated herein. 390. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the UTAH CODE ANN. § 34-28-1 et seq., and Plaintiffs and Class Members have suffered damages. Vermont - 56 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 131 of 255 391. Plaintiffs re-allege the above paragraphs as if fully restated herein. 392. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the VT. STAT. ANN. tit. 21, § 342 et seq., and Plaintiffs and Class Members have suffered damages. Wisconsin 393. Plaintiffs re-allege the above paragraphs as if fully restated herein. 394. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the WIS. STAT. § 109.01 et seq. and WIS. ADMIN. CODE § 272.01 et seq., and Plaintiffs and Class Members have suffered damages. West Virginia 395. Plaintiffs re-allege the above paragraphs as if fully restated herein. 396. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the W. VA. CODE § 21-5-1 et seq., and Plaintiffs and Class Members have suffered damages. SIXTH CAUSE OF ACTION Unpaid Overtime 397. Defendants are liable to Plaintiffs and Class Members for unpaid overtime, as described above, pursuant to the applicable state statutes as described below. Colorado 398. Plaintiffs re-allege the above paragraphs as if fully restated herein. 399. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the COLO. REV. STAT. ANN. § 8-6-101 et seq. and 7 COLO. CODE REGS. 1103-1, and Plaintiffs and Class Members have suffered damages. Connecticut 400. Plaintiffs re-allege the above statements as if fully restated herein. 401. As a direct and proximate cause of Defendants’ acts, including Defendants’ failure to - 57 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 132 of 255 act in good faith, Defendants violated the CONN. GEN. STAT. § 31-60 and CONN. GEN. STAT. § 3176c, and Plaintiffs and Class Members have suffered damages. Illinois 402. Plaintiffs re-allege the above paragraphs as if fully restated herein. 403. As a direct and proximate cause of Defendants’ acts, including Defendants’ failure to act in good faith, Defendants violated the ILL. COMP. STAT. 105/4A and ILL. ADMIN. CODE § 210.420, and Plaintiffs and Class Members have suffered damages. Indiana 404. Plaintiffs re-allege the above paragraphs as if fully restated herein. 405. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the IND. CODE ANN. § 22-2-2-4(j) and Plaintiffs and Class Members have suffered damages. Kansas 406. Plaintiffs re-allege the above paragraphs as if fully restated herein. 407. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the KAN. STAT. ANN. § 44-1204 and KAN. ADMIN. REGS. § 49-30-1, and Plaintiffs and Class Members have suffered damages. Kentucky 408.Plaintiffs re-allege the above paragraphs as if fully restated herein. 409. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the K.Y. REV. STAT. ANN. § 337.285 (Michie 2009) and 803 KY. ADMIN. REGS. 1:060 § 1 Plaintiffs and Class Members have suffered damages. Maine 410. Plaintiffs re-allege the above paragraphs as if fully restated herein. 411. As a direct and proximate cause of Defendants’ acts, including Defendants failure to - 58 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 133 of 255 act in good faith, Defendants violated the ME. REV. STAT. ANN. tit. 26 § 664 and Plaintiffs and Class Members have suffered damages. Maryland 412. Plaintiffs re-allege the above statements as if fully restated herein. 413. Defendants knowing and willful failure to pay the Plaintiffs and Class Members premium compensation violates MD. CODE, LABOR & EMPL. § 3-415. Massachusetts 414. Plaintiffs re-allege the above statements as if fully restated herein. 415. As a direct and proximate cause of Defendants’ acts, including Defendants’ failure to act in good faith, Defendants violated MASS. GEN. LAWS CH. 151 § 1A, and Plaintiffs and Class Members have suffered damages Michigan 416. Plaintiffs re-allege the above paragraphs as if fully restated herein. 417. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the MICH. COMP. LAWS § 408.384a. Minnesota 418. Plaintiffs re-allege the above paragraphs as if fully restated herein. 419. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the MINN. STAT. ANN. 177.25. Missouri 420. Plaintiffs re-allege the above paragraphs as if fully restated herein. 421. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the MO. REV. STAT. § 290.505 and Plaintiffs and Class Members have suffered damages. Nevada - 59 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 134 of 255 422. Plaintiffs re-allege the above paragraphs as if fully restated herein. 423. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the NEV. REV. STAT. § 608.018 and Plaintiffs and Class Members have suffered damages. New Hampshire 424. Plaintiffs re-allege the above paragraphs as if fully restated herein. 425. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the N.H. REV. STAT. ANN. ch. 279 § 21-a and Plaintiffs and Class Members have suffered damages. New Jersey 426. Plaintiffs re-allege the above paragraphs as if fully restated herein. 427. Defendants’ knowing and willing failure to pay the Plaintiffs and Class members premium compensation violates, N.J.S.A. §34:11-56(a) et seq, and are liable to Plaintiffs and Class Members for failure to pay all overtime hours due at a rate not less than one and one-half times the regular rate. New York 428. Plaintiffs re-allege the above paragraphs as if fully restated herein. 429. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the N.Y. LAB LAW § 190(8) and 12 N.Y. COMP. CODES R. & REGS. Part 142-2.2 and Plaintiffs and Class Members have suffered damages. North Carolina 430. Plaintiffs re-allege the above statements as if fully restated herein. 431. Defendants knowing and willful failure to pay the Plaintiffs and Class Members premium compensation violates N.C. Gen. Stat. Art. § 95-25.4(a). Ohio 432. Plaintiffs re-allege the above paragraphs as if fully restated herein. - 60 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 135 of 255 433. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the OHIO REV. CODE ANN. § 4111.03. Oregon 434. Plaintiffs re-allege the above paragraphs as if fully restated herein. 435. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the OR. REV. STAT. § 653.261 and Plaintiffs and Class Members have suffered damages. Pennsylvania 436. Plaintiffs re-allege the above paragraphs as if fully restated herein. 437. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the 34 PA. CODE § 231.41 and 43 PA. CONS. STAT. § 333.104(c) and Plaintiffs and Class Members have suffered damages. Rhode Island 438. Plaintiffs re-allege the above paragraphs as if fully restated herein. 439. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the R.I. GEN. LAWS § 28-12-4 et seq. and Plaintiffs and Class Members have suffered damages. Vermont 440. Plaintiffs re-allege the above paragraphs as if fully restated herein. 441. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the VT. STAT. ANN. tit. 21 § 384 and Plaintiffs and Class Members have suffered damages. West Virginia 442. Plaintiffs re-allege the above paragraphs as if fully restated herein. 443. As a direct and proximate cause of Defendants’ acts, including Defendants failure to - 61 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 136 of 255 act in good faith, Defendants violated the W. VA. CODE § 21-5C-3 et seq., and Plaintiffs and Class Members have suffered damages. Wisconsin 444. Plaintiffs re-allege the above paragraphs as if fully restated herein. 445. As a direct and proximate cause of Defendants’ acts, including Defendants failure to act in good faith, Defendants violated the WIS. STAT. § 103.025 and WIS. ADMIN. CODE § 274.01 et seq., and Plaintiffs and Class Members have suffered damages. SEVENTH CAUSE OF ACTION Breach of Contract: Failure to Pay Wages for All Hours Worked 446. Plaintiffs re-allege the above paragraphs as if fully restated herein. 447. Defendants are liable to Plaintiffs and Class Members for breach of contract. 448. As a direct and proximate cause of Defendants’ breach of their contracts with Named Plaintiffs and Class Members, Named Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. EIGHTH CAUSE OF ACTION Breach of Contract: Failure to Provide and Pay for Missed and/or Interrupted Rest and Meal Periods 449. Plaintiffs re-allege the above paragraphs as if fully restated herein. 450. Defendants are liable to Plaintiffs and Class Members for breach of contract. 451. As a direct and proximate cause of Defendants’ breach of their contracts with Plaintiffs and Class Members, Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, - 62 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 137 of 255 Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. NINTH CAUSE OF ACTION Breach of Implied Contract 452. Plaintiffs re-allege the above paragraphs as if fully restated herein. 453. Defendants are liable to Plaintiffs and Class Members for breach of implied contracts. 454. As a direct and proximate cause of Defendants’ breach of implied contracts, Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. TENTH CAUSE OF ACTION Quantum Meruit 455. Plaintiffs re-allege the above paragraphs as if fully restated herein. 456. Defendants willfully violated their obligations by failing to pay Class Members for the reasonable value of the services performed by Class Members for Defendants under the common laws and the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin, and are liable to Plaintiffs and Class Members under quantum meruit 457. As a direct and proximate cause of Defendants’ failure to pay Plaintiffs and Class Members the reasonable value of their services, including Defendants’ failure to act in good - 63 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 138 of 255 faith, Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. ELEVENTH CAUSE OF ACTION Unjust Enrichment/Restitution 458. Plaintiffs re-allege the above paragraphs as if fully restated herein. 459. Defendants have been unjustly enriched through their failure to pay for all time Plaintiffs and Class Members performed work. 460. As a direct and proximate cause of Defendants’ failure to pay Plaintiffs and Class Members the reasonable value of their services, including Defendants’ failure to act in good faith, Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. TWELFTH CAUSE OF ACTION Breach of Implied Covenant of Good Faith and Fair Dealing 461. Plaintiffs re-allege the above paragraphs as if fully restated herein. 462. Defendants are liable to Plaintiffs and Class Members for breach of their duty of good faith and fair dealing. 463. As a direct and proximate result of Defendants’ breach of their duty of good faith - 64 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 139 of 255 and fair dealing, Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. THIRTEENTH CAUSE OF ACTION Fraud 464. Plaintiffs re-allege the above paragraphs as if fully restated herein. 465. Defendants are liable to Plaintiffs and Class Members for fraud. 466. As a direct and proximate cause of Defendants’ misrepresentations, Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. FOURTEENTH CAUSE OF ACTION Negligent Misrepresentation 467. Plaintiffs re-allege the above paragraphs as if fully restated herein. 468. Defendants are liable to Plaintiffs and Class Members for negligent misrepresentation. 469. As a direct and proximate cause of Defendants’ misrepresentations, Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South - 65 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 140 of 255 Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. FIFTEENTH CAUSE OF ACTION Estoppel 470. Plaintiffs re-allege the above paragraphs as if fully restated herein. 471. Defendants are liable to Plaintiffs and Class Members for estoppel. 472. Defendants are estopped from asserting statute of limitations defenses against Plaintiffs and Class Members under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. SIXTEENTH CAUSE OF ACTION Conversion 473. Plaintiffs re-allege the above paragraphs as if fully restated herein. 474. Defendants are liable to Plaintiffs and Class Members for conversion. 475. As a direct and proximate result of the conversion by Defendants of monies belonging to Plaintiffs and Class Members, Plaintiffs and Class Members have suffered damages under the state laws of Alabama, Arizona, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, New Hampshire, New Jersey, New York, Nevada, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, and Wisconsin. TOLLING 476. Defendants are liable for Plaintiffs and Class Members at DSG in Illinois, Indiana, Kentucky, and Ohio, tolling back to September 15, 1996. - 66 - Case 6:05-cv-06253-CJS-JWF Document 384-2 477. Filed 01/28/11 Page 141 of 255 Defendants are liable for Plaintiffs and Class Members at DSG in Rhode Island, tolling back to November 24, 1996. 478. Defendants are liable for Plaintiffs and Class Members at DSG in New York, tolling back to July 5, 1999. 479. Defendants are liable for Plaintiffs and Class Members at DSG in Connecticut, Maine, Michigan, New Jersey, Tennessee, and Vermont, tolling back to June 27, 2000. 480. Defendants are liable for Plaintiffs and Class Members at DSG in Massachusetts, tolling back to July 17, 2000. 481. Defendants are liable for Plaintiffs and Class Members at DSG in Alabama, Nevada, Oregon, Utah, and Wisconsin, tolling back to November 24, 2000. 482. Defendants are liable for Plaintiffs and Class Members at DSG in Kansas, Missouri, Nebraska, West Virginia, and Florida, tolling back to June 27, 2001. 483. Defendants are liable for Plaintiffs and Class Members at DSG in Virginia, tolling back to November 24, 2001. 484. Defendants are liable for Plaintiffs and Class Members at Galyan’s in Alabama, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Michigan, Missouri, New Jersey, Ohio, Nebraska, Nevada, New York, Utah, Virginia, and Wisconsin tolling back to June 23, 2002. 485. Defendants are liable for Plaintiffs and Class Members at DSG in Pennsylvania, tolling back to June 27, 2002. 486. Defendants are liable for Plaintiffs and Class Members at DSG and Galyan’s in Texas, tolling back to November 24, 2002. 487. Defendants are liable for Plaintiffs and Class Members at DSG and Galyan’s in Maryland, tolling back to June 13, 2003. 488. Defendants are liable for Plaintiffs and Class Members at DSG and Galyan’s in Colorado, Minnesota, and North Carolina, tolling back to June 27, 2003. - 67 - Case 6:05-cv-06253-CJS-JWF Document 384-2 489. Filed 01/28/11 Page 142 of 255 Defendants are liable for Plaintiffs and Class Members at DSG in Delaware and South Carolina, tolling back to June 27, 2003. 490. Defendants are liable for Plaintiffs and Class Members at DSG in Arizona and New Hampshire, tolling back to November 24, 2003. 491. Defendants are liable for Plaintiffs and Class Members at DSG and Galyan’s in Georgia, tolling back to November 24, 2004. 492. Defendants are liable for Plaintiffs and Class Members at DSG in Iowa, tolling back to November 24, 2004. WHEREFORE, Plaintiffs demand judgment against Defendants in their favor and that they be given the following relief: (a) an order preliminarily and permanently restraining Defendants from engaging in the aforementioned pay violations; (b) an award of the value of Plaintiffs’ unpaid wages, including fringe benefits; (c) liquidated damages under the FLSA equal to the sum of the amount of wages and overtime which were not properly paid to Plaintiffs; (d) an award of reasonable attorneys’ fees, expenses, expert fees and costs incurred in vindicating Plaintiffs’ rights; (e) an award of pre- and post-judgment interest; and (f) such other and further legal or equitable relief as this Court deems to be just and appropriate. JURY DEMAND Plaintiffs demand a jury to hear and decide all issues of fact. - 68 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 143 of 255 Dated: January 28, 2011 THOMAS & SOLOMON LLP By: /s/ Patrick J. Solomon Patrick J. Solomon, Esq. Michael J. Lingle, Esq. Attorneys for Plaintiffs 693 East Avenue Rochester, New York 14607 Telephone: (585) 272-0540 [email protected] [email protected] - 69 - Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 144 of 255 EXHIBIT H UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION LAWSUIT AND FAIRNESS HEARING TO: PERSONS WHO PREVIOUSLY SUBMITTED OPT-IN CONSENT FORMS IN THE ABOVE-CAPTIONED LAWSUIT Court records indicate that you elected to join this lawsuit by submitting an opt-in consent form. The parties to the case – which is entitled Tamara Barrus, et al. v. Dick’s Sporting Goods, Inc., Galyan’s Trading Company, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (the “Lawsuit”) – have reached a proposed settlement. As a participant in the case, you are entitled to participate in this settlement. Please read this Notice carefully. It contains important information about your rights. As described more fully below in Section 6.C of this Notice, if you choose to participate in the settlement, you will receive a monetary distribution, and you will be bound by the Release described in Section 6.B. You do not need to take any action if you wish to participate in the settlement. However, if you do not want to participate in the settlement, and you do not want to be bound by the Release described in Section 6.B, you must exclude yourself by mailing the enclosed Opt-Out Statement to the Claims Administrator. To be effective, this Opt-Out Statement must be postmarked by no later than [DATE]. This process is described more fully below in Section 9. NYI-4341631v5 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 145 of 255 IMPORTANT DEADLINES • Deadline for the Opt-Out Statement: must be postmarked by [DATE] • Deadline for objecting to the settlement: must be postmarked by [DATE] and received by the Claims Administrator by [DATE] If you have questions about this Notice, please contact the Claims Administrator at: [CONTACT INFORMATION] This Notice explains the terms of the settlement and informs you of your rights related to the settlement. It contains information about the following topics: 1. What Is This Lawsuit About? 2. What Is A Class Action? 3. What Is The Purpose Of This Notice? 4. Who Is Included In The Lawsuit? 5. Who Is Class Counsel? 6. What Are The Benefits And Terms Of The Proposed Settlement? 7. When Is The Fairness Hearing To Determine Whether The Settlement Will Be Approved? 8. How Can You Object To The Proposed Settlement? 9. How Can You Opt Out Of The Settlement? 10. How Can You Examine Court Records? 11. What If You Have Questions? THIS NOTICE IS NOT AN EXPRESSION OF ANY OPINION BY THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES ASSERTED BY THE PARTIES. 1. What Is This Lawsuit About? Besides yourself, a number of other current or former Dick’s Sporting Goods, Inc. (“DSG”) and/or Galyan’s Trading Company, Inc. (“Galyan’s”) non-exempt retail store associates have opted to join Plaintiffs in this litigation (the “Opt-Ins”). Like you, the Plaintiffs were employed by DSG and/or Galyan’s as non-exempt retail store associates. Among other things, Plaintiffs claim that they were not paid for all time worked and/or for time spent waiting to leave the store after their shifts ended. Plaintiffs have brought claims under both federal and state law. Plaintiffs, for themselves and for others whom they claim are similarly situated, sought to NYI-4341631v5 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 146 of 255 recover unpaid wages, including allegedly unpaid overtime. Plaintiffs also sought recovery of statutory damages, interest, attorneys’ fees and costs, and other relief. Defendants have denied and continue to deny any wrongdoing and deny any and all liability and damages to anyone with respect to the alleged facts or causes of action asserted in the Lawsuit. To avoid the burden, expense, inconvenience and uncertainty of continued litigation, Defendants have concluded that it is in their best interests to resolve and settle the lawsuit by entering into a settlement agreement (the “Settlement”). The Lawsuit is presently before Judge Charles J. Siragusa, United States District Judge for the United States District Court for the Western District of New York. Judge Siragusa has not made any decision on the merits. On [DATE], the Court granted provisional class action certification to Plaintiffs’ state law classes and the FLSA class described below and granted preliminary approval to the Settlement, subject to a fairness hearing that will take place on [DATE]. 2. What Is A Class Action? A class action is a lawsuit in which the claims and rights of many people are decided in a single court proceeding. One or more representative plaintiffs, also known as “Class Representatives,” file a lawsuit asserting claims on behalf of the entire group, called a “Class.” Members of the Class are called “Class Members.” You and certain other Class Members have previously joined this lawsuit by submitting an opt-in consent form. Such Class Members are known as “Opt-Ins.” 3. What Is The Purpose Of This Notice? Judge Siragusa has ordered that this Notice be sent to you because you are an Opt-In. That is, Court records indicate that you have previously elected to join this suit by submitting an opt-in consent form. The purpose of this Notice is to inform you of the proposed Settlement and of your rights, including: 4. • To inform you that you have a right to receive a share of the settlement funds, and that you do not need to take any additional action to receive this share; • To inform you of your right to “opt out” of the settlement class, and thereby preserve your ability to independently bring any claim that you might have; • To inform you of your right to file objections to the Settlement. Who Is Included In The Lawsuit? You are presently included in the Lawsuit because you submitted an opt-in consent form (and because you meet the definition of a Class Member, as described below). Other people included in the Lawsuit include the named plaintiffs in the case and other people who (like you) have submitted opt-in consent forms. NYI-4341631v5 3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 147 of 255 In addition, a person who has not submitted an opt-in consent form is a Class Member in the Lawsuit if he or she meets all of the following criteria: He/she was employed by DSG and/or Galyan’s and had positive earnings as a nonexempt retail store associate, and he/she held this position at any time during one or more of the following time periods (“Class Periods”) in one or more of the following states. 1. If he/she was employed by DSG as a non-exempt retail store associate a. From September 15, 1996 to [PRELIMINARY APPROVAL DATE] in Illinois, Indiana, Kentucky, and Ohio, or b. From November 24, 1996 to [PRELIMINARY APPROVAL DATE] in Rhode Island, or c. From July 5, 1999 to [PRELIMINARY APPROVAL DATE] in New York, or d. From June 27, 2000 to [PRELIMINARY APPROVAL DATE] in Connecticut, Maine, Michigan, New Jersey, Tennessee, and Vermont, or e. From July 17, 2000 to [PRELIMINARY APPROVAL DATE] in Massachusetts, or f. From November 24, 2000 to [PRELIMINARY APPROVAL DATE] in Alabama, Nevada, Oregon, Utah, and Wisconsin, or g. From June 27, 2001 to [PRELIMINARY APPROVAL DATE] in Kansas, Missouri, Nebraska, West Virginia, and Florida, or h. From November 24, 2001 to [PRELIMINARY APPROVAL DATE] in Virginia, or i. From June 27, 2002 to [PRELIMINARY APPROVAL DATE] in Pennsylvania, or j. From November 24, 2002 to [PRELIMINARY APPROVAL DATE] in Texas, or k. From June 13, 2003 to [PRELIMINARY APPROVAL DATE] in Maryland, or l. From June 27, 2003 to [PRELIMINARY APPROVAL DATE] in Colorado, Delaware, Minnesota, North Carolina, and South Carolina, or m. From November 24, 2003 to [PRELIMINARY APPROVAL DATE] in Arizona and New Hampshire, or n. From November 24, 2004 to [PRELIMINARY APPROVAL DATE] in Georgia and Iowa. NYI-4341631v5 4 Case 6:05-cv-06253-CJS-JWF Document 384-2 2. Filed 01/28/11 Page 148 of 255 If he/she was employed by Galyan’s as a non-exempt retail store associate a. From June 23, 2002 to [PRELIMINARY APPROVAL DATE] in Alabama, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Michigan, Missouri, New Jersey, Ohio, Nebraska, Nevada, New York, Tennessee, Utah, Virginia, and Wisconsin, or b. From November 24, 2002 to [PRELIMINARY APPROVAL DATE] in Texas, or c. From June 13, 2003 to [PRELIMINARY APPROVAL DATE] in Maryland, or d. From June 27, 2003 to [PRELIMINARY APPROVAL DATE] in Colorado, Minnesota, and North Carolina, or e. From November 24, 2004 to [PRELIMINARY APPROVAL DATE] in Georgia. 5. Who Is Class Counsel? In this case, you are represented by Patrick J. Solomon, J. Nelson Thomas, and Peter J. Glennon of THOMAS & SOLOMON LLP, 693 East Avenue, Rochester, New York 14607. They may be reached at 585-272-0540. The Court has approved and appointed Mr. Solomon, Mr. Nelson, and Mr. Glennon to represent all members of the Class. 6. What Are The Benefits And Terms Of The Proposed Settlement? Plaintiffs and Defendants have agreed to the Settlement summarized below. The complete terms and conditions of the proposed Settlement are on file with the Clerk of Court at the address listed below in Section 10. The parties’ obligations under the Settlement will not become effective unless and until it receives final court approval, including the exhaustion of any appeals. A. What are the benefits of the Settlement? Opt-Ins, along with the Plaintiffs and other Class Members, will be eligible to receive a specified share of a $15 million settlement fund, less certain deductions. The following adjustments will be made to the $15 million amount prior to distribution of funds to Class Members: • NYI-4341631v5 Settlement Administration Fees: A reserve will be set aside for reasonable costs associated with administering the Settlement. The reserve will be used to pay a claims administration company for mailings, processing claims, providing 5 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 149 of 255 information and assistance to Class Members, and preparing information reported to the Court. • Attorneys’ Fees and Costs: Class Counsel will seek, and Defendants will not oppose, an award covering fees not to exceed 33.33% of the $15 million settlement fund described above, plus reasonable costs and out-of-pocket expenses. All fee awards, costs and expenses paid to Class Counsel will be paid from the settlement fund. Class Counsel have expended considerable time and effort in the prosecution of this litigation on a contingent basis, and they have advanced the expenses of this litigation in the expectation that if they were successful in obtaining a recovery in the matter, they would be paid from that recovery. In this type of litigation, it is customary for counsel to be awarded a percentage of the recovery to cover attorneys’ fees, costs, and expenses. • Service Payments: If the Court approves such payments, certain individuals will receive payments because they provided service to the Class by helping Class Counsel to formulate claims. Specifically, Plaintiffs will seek (1) for Named Plaintiffs Tamara Barrus, Carolyn Caulkins, Jeffrey Little and Michael D’Agostino, $20,000.00 each; (2) for Plaintiffs and Opt-Ins who do not opt out and who were deposed in this action, $5,000.00 each; (3) for Plaintiffs and OptIns who do not opt out and who submitted an affidavit in connection with this action, $2,500.00 each; (4) for Plaintiffs who served as named plaintiffs in the this and/or a related case, $1,000.00 each; and (5) for Opt-Ins who do not opt out, including yourself, $100.00 each. The payments outlined in this paragraph are separate from and in addition to the shares of the settlement fund that these individuals may be otherwise eligible to receive. The remaining amount in the settlement fund (the “Net Settlement Fund”) will be distributed according to the method set forth below in Section 6.D. B. What is the legal effect of participating in the Settlement? If the Court grants final approval of the Settlement, in exchange for the establishment of the $15 million settlement fund described above, this action will be dismissed with prejudice and Class Members (including you and the other Opt-Ins) who do not opt out will fully release and discharge Defendants from certain claims. When claims are “released,” that means that a person covered by the release cannot sue Defendants for any of the claims that are covered by the release. The terms of the Release in the Settlement Agreement read: [E]ach individual Class Member forever and fully releases the Individual Defendants and the Corporate Defendants and their owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, affiliates, benefit plans, plan fiduciaries and/or administrators, and assigns, and all persons NYI-4341631v5 6 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 150 of 255 acting by, through, under or in concert with any of them, including any party that was or could have been named as a defendant in the Litigation and/or the State Actions (collectively, the “Releasees”) from any and all past and present matters, claims, demands, and causes of action of any kind, whatsoever, whether at common law, pursuant to statute, ordinance, or regulation, in equity or otherwise, and whether arising under federal, state, local, or other applicable law, which any such individual has or might have, known or unknown, asserted or unasserted, of any kind whatsoever, that are based upon an alleged failure to pay overtime or other compensation, that otherwise relate to the Litigation and/or the State Actions or that arise out of or relate to the facts, acts, transactions, occurrences, events or omissions alleged in the Litigation and/or the State Actions, and/or that otherwise arise out of or relate to the assertion of claims in the Litigation and/or the State Actions, and that arose during any time that such individuals worked for DSG and/or Galyan’s up until the date of the entry of the order granting Final Approval (“Released Claims”). The Released Claims include without limitation claims asserted in the Litigation and/or the State Actions and any other claims based on state or federal law governing overtime pay, failure to pay wages, denial of meal periods and rest breaks, failure to compensate for missed and/or interrupted meal breaks, denial of spread of hours pay, failure to pay wages upon termination, failure to provide itemized wage statements, retaliation due to the filing of or participation in the Litigation, unfair competition, failure to make payments due, failure to provide benefits or benefit credits, failure to keep records of hours worked or compensation due, failure to post a summary and/or notice of wage-hour laws, and penalties for any of the foregoing, including without limitation claims under the Fair Labor Standards Act (“FLSA”), the Employee Retirement Income Security Act (“ERISA”), the Racketeer Influenced Corrupt Organizations Act (“RICO”), Ariz. Rev. Stat. §§ 23-350, et seq., Colo. Rev. Stat. Ann. §§ 8-6-101 et seq., 7 Colo. Code Regs. § 1103-1, Conn. Gen. Stat. §§ 31-60, et seq. 31-71a, et seq., 19 Del. Code Ann. §§ 1101, et seq., Ga. Code Ann. § 34-7-2, 820 Ill. Comp. Stat. 105/4a, 115/1, 56 Ill. Admin. Code §§ 210.100, 210.420, Ind. Code Ann. §§ 22-2-2-2, et. seq., 22-2-2-4(j), 22-2-5-1, et seq., Iowa Code §§ 91A, et seq., Kan. Stat. Ann. §§ 44-312, et seq., 44-1204, Kan. Admin. Regs §§4920-1, 49-30-1, Ky. Rev. Stat. Ann. § 337.010, et seq., 337.285, 803 Ky. Admin. Regs 1:060, 1:065, Me. Rev. Stat. Ann. tit. 26, § 621, et seq., 664, Md. Code Labor & Empl. Art. §§ 3-415, 3-501, Mass. Gen. Laws ch. 149 § 148, Mass. Gen. Laws ch. 151 § 1A, Mich. Comp. Laws §§ 408.381, et seq., 408.384a, Minn. Stat. Ann. NYI-4341631v5 7 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 151 of 255 §§ 177.21, et seq., 177.25, Minn. Rules 5200.0120, Mo. Rev. Stat. §§ 290.010, et seq., 290.505, Neb. Rev. Stat. § 48-1228, et seq., Nev. Rev. Stat. § 608, et seq., N.H. Rev. Stat. Ann. ch. 275, § 43, et seq., N.H. Rev. Stat. Ann. ch. 279 § 21-a, N.J. Stat. Ann. § 34:11-56(a), et seq., N.J. Admin. Code § 12:56-5.2, the New York Minimum Wage Act, New York Labor Law §§ 650 et seq., New York Wage Payment Act, New York Labor Law § 190 et seq., the New York State Department of Labor Regulations, 12 N.Y.C.R.R. part 142, N.C. Gen. Stat. §§ 95-25.22, 95-25.4(a), Ohio Rev. Code Ann. § 4111.01, et seq., Or. Rev. Stat. §§ 652.110, et seq., 653.261, 43 Pa. Stat. Ann. § 333, et seq., 34 Pa. Code § 231.41, 43 Pa. Cons. Stat. § 333.104(c), R.I. Gen. Laws §§ 2812-4, et seq., 28-14-1, et seq., S.C. Code Ann. § 41-10-10, et seq., Tenn. Code Ann. § 50-2-101, et seq., Tex. Labor Code Ann. § 502-101, et seq., Tex Labor Code Ann. § 61.001, et seq., Vt. Stat. Ann. tit. 21, §§ 342, et seq., 384, et seq., Wis. Stat. §§ 103.025, 109.01, et seq., Wis. Admin. Code §§ 272.01, et seq., 274.01, et seq., W. Va. Code § 21-5-1, et seq., and the statutes, regulations, and common laws of all other states relating to the foregoing. C. Do I need to do anything to participate in the Settlement? You do not need to take any action to participate in the Settlement. As an Opt-In, you will receive a distribution from the Settlement unless you choose to opt-out, as described below. D. How will my share be calculated if I participate? Each Opt-In, and each Class Member who meets certain criteria, will receive a share of the Net Settlement Fund (that is, the settlement funds that remain after deductions are made for claims administration costs, service payments, and attorneys’ fees and expenses). It is also possible that the Net Settlement Fund could include interest, if the final approval of the Settlement does not occur until after June 15, 2011. Your share will be based upon the amount of time that you were employed by DSG and/or Galyan’s as a non-exempt retail store Associate during the time periods that are relevant to this case. Specifically, your share will be calculated as follows: First, an “Individual Numerator” will be calculated for you. In most cases, your Individual Numerator will equal: The number of any full weeks that you worked as a non-exempt retail store Associate at DSG and/or Galyan’s in a Covered State during the Covered Period applicable to that State, plus (to the extent not covered by the immediately preceding clause) the number of any full weeks between July 5, 2002 and [PRELIMINARY APPROVAL DATE] that you worked as a non- NYI-4341631v5 8 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 152 of 255 exempt retail store Associate in any state (together, your “Relevant Weeks”).1 Multiplied By Your average hourly base rate of pay for all full weeks that you worked as a non-exempt retail store Associate at DSG and/or Galyan’s during your Relevant Weeks. Please note that the data available for calculating Individual Numerators only goes back so far. Because of this, your Individual Numerator will be calculated differently if you fall into either of the following categories: • You were employed by DSG as a non-exempt retail store associate on September 15, 1996 in Illinois or Ohio and had positive earnings in the first pay period after September 15, 1996, or • You were employed by Galyan’s as a non-exempt retail store associate on June 23, 2002 in Connecticut, Florida, Illinois, Indiana, Kansas, Kentucky, Maine, Massachusetts, Michigan, Missouri, New Jersey, Ohio, Oregon, Rhode Island, Nebraska, New York, Tennessee, Utah, Vermont, Virginia, West Virginia, or Wisconsin and had positive earnings in the first pay period after June 23, 2002. If this is the case, your Individual Numerator will equal the greater of: • The Individual Numerator calculated using the method described above, or • Your average hourly base rate of pay as a non-exempt retail Associate during your Relevant Weeks multiplied by the average number of full weeks that all Class Members worked as a non-exempt retail store Associate at DSG and/or Galyan’s during the time periods relevant to this case. However, if you fall in one of the categories described above, your Individual Numerator may not take into account all weeks that you worked prior to the dates described above. Thus, your share of the settlement fund may be less than it would be if data existed for earlier time periods. If you would prefer not to participate in the settlement because of this, you should opt out pursuant to the procedure described in Section 9. Second, a “Total Denominator” will be calculated. The Total Denominator will equal the Individual Numerator of each Class Member added together. Third, your “Share Percentage” will be calculated. Your Share Percentage equals your Individual Numerator divided by the Total Denominator. 1 Class Members who worked less than one full week as a non-exempt retail store Associate at DSG and/or Galyan’s during the applicable Covered Period shall be credited with one (1) Relevant Week. NYI-4341631v5 9 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 153 of 255 Fourth, your share of the Net Settlement Fund will be determined. Your share equals your Share Percentage times the amount of the Net Settlement Fund. Amounts that are not claimed by Class Members and Opt-Ins (and that are not necessary to cover expenses and fees associated with the Settlement) will revert to DSG and any attorneys’ fees and expenses and service awards not awarded by the Court will become part of the Net Settlement Fund. The amount of your share of the Net Settlement Fund will not be affected the number of Class Members who claim a share. 7. When Is The Fairness Hearing To Determine Whether The Settlement Will Be Approved? The Court has granted preliminary approval of the proposed Settlement, concluding preliminarily that the Settlement is fair, adequate, and reasonable and that the proposed distribution of the Settlement amount is fair, adequate, and reasonable. A hearing will be held to determine whether final approval of the Settlement and the award of reasonable attorneys’ fees and costs and service awards should be granted. At the hearing, the Court will hear objections, if any, and arguments concerning the fairness of the proposed Settlement and the request for reasonable attorneys’ fees and costs and service awards. The hearing will take place before Judge Siragusa on [DATE] at [TIME], or as soon thereafter as practicable, at the Kenneth B. Keating Federal Building, 100 State Street, Rochester, New York 14614. The time and date of this hearing may be continued or adjourned, so please contact Class Counsel prior to the date of the hearing if you plan to attend. YOU ARE NOT OBLIGATED TO ATTEND THIS HEARING. YOU MAY ATTEND THE HEARING IF YOU PLAN TO OBJECT TO THE SETTLEMENT. YOU MAY ALSO RETAIN YOUR OWN ATTORNEY TO REPRESENT YOU IN YOUR OBJECTIONS. IF YOU WISH TO OBJECT TO THE SETTLEMENT, YOU MUST SUBMIT A WRITTEN OBJECTION AS DESCRIBED IN THE FOLLOWING SECTION. IF YOU WISH TO APPEAR AT THE HEARING TO DISCUSS YOUR OBJECTION, YOU MUST STATE IN YOUR OBJECTION YOUR INTENTION TO APPEAR AT THE FAIRNESS HEARING. 8. How Can You Object To The Proposed Settlement? If you want to present objections at the Fairness Hearing, you must submit a written statement of the objection(s) to the Claims Administrator at the address below. Your objection will not be heard unless it is mailed to the Claims Administrator via First Class United States Mail, postage prepaid. To be effective any objections must be postmarked no later than [DATE] and received by the Claims Administrator no later than [DATE]. You do not need to be represented by counsel to object. If you wish to present your objection at the fairness hearing, you must state your intention to do so in your written objection. You may hire a lawyer to assist you with your objections or to represent you at the Fairness Hearing. [CLAIMS ADMINISTRATOR ADDRESS] NYI-4341631v5 10 Case 6:05-cv-06253-CJS-JWF Document 384-2 9. Filed 01/28/11 Page 154 of 255 How Can You Opt Out Of The Settlement? You have the right to exclude yourself, and yourself only, from this Lawsuit and Settlement. If you choose to exclude yourself, you will not be barred from seeking relief with respect to any legal claims and will be free to pursue an individual claim, if any, against Defendants, but you will not be eligible to receive the benefits of this Settlement. If you intend to exclude yourself, you must complete the enclosed Opt-Out Statement and mail it to the Claims Administrator at the address below. The Opt-Out Statement must be mailed to the Claims Administrator via First Class United States Mail, postage prepaid, and postmarked no later than [DATE]. [CLAIMS ADMINISTRATOR ADDRESS] 10. How Can You Examine Court Records Or Enter An Appearance In This Case? The foregoing description of the case is general and does not cover all of the issues and proceedings thus far. In order to see the complete file, including a copy of the settlement agreement, you should visit the Clerk of Court, Kenneth B. Keating Federal Building, 100 State Street, Rochester, New York 14614. The Clerk will make all files relating to this lawsuit available to you for inspection and copying at your own expense. You may enter an appearance in this case through an attorney if you so desire. 11. What If You Have Questions? If you have questions about this Notice, or want additional information, you can contact the Claims Administrator at [PHONE NUMBER]. Dated: This Notice is sent to you by Order of the United States District Court for the Western District of New York. NYI-4341631v5 11 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 155 of 255 EXHIBIT I OPT-OUT STATEMENT Tamara Barrus, et al. v. Dick’s Sporting Goods, Inc. and Galyan’s Trading Company, Inc., et al. SUBMIT THIS FORM ONLY IF YOU DO NOT WISH TO REMAIN A CLASS MEMBER. IF YOU SUBMIT THIS FORM, YOU WILL NOT BE ELIGIBLE TO RECEIVE ANY MONEY FROM THE SETTLEMENT. I wish to opt out of the Settlement of the Barrus, et al. v. Dick’s Sporting Goods, Inc. and Galyan’s Trading Company, Inc., et al. case. I understand that by opting out, I hereby withdraw my opt-in consent form, which was previously filed with the Court on my behalf by my attorneys, Thomas & Solomon LLP. I also understand that, by opting out, I completely exit this lawsuit and will no longer be a Class Member. I also understand that, by opting out, I will be excluded from the Settlement and will receive no money from the Settlement. I understand that in any separate lawsuit that I might wish to bring, it is possible that I may receive nothing or less than I would have received if I had remained a Class Member in this lawsuit. I understand that any separate lawsuit by me will be undertaken at my own expense and at my own risk. I understand that Counsel for the Class will not represent my interests if I opt out. ________________________________ Print Name ________________________________ Social Security Number ________________________________ Signature SEND TO CLAIMS ADMINISTRATOR AT [ADDRESS] MUST BE MAILED BY UNITED STATES FIRST CLASS MAIL AND POSTMARKED NO LATER THAN [DATE] NYI-4339701v2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 156 of 255 WE ADVISE YOU TO KEEP A COPY FOR YOUR RECORDS—YOU MAY WISH TO MAIL RETURN RECEIPT REQUESTED NYI-4339701v2 Case 6:05-cv-06253-CJS-JWF Document 384-2 EXHIBIT J Filed 01/28/11 Page 157 of 255 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 1:1 O-cv-02625-REB-KLM THOMAS MULLANEY, JARED JONES, and VANESSA SEELAUS, on behalf of themselves and all other employees similarly situated, Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, and LYNN URAM, Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Thomas Mullaney, Jared Jones, and Vanessa Seelaus (collectively, “Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Galyan’s Trading Company, LLC, 1 Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. Effective July 30. 2010, Gak an’s Trading Company. Inc., as converted to Galyan’s T’rading Company. I ,LC. II(iIi35999I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 158 of 255 Respectfully submitted, Respectfully submitted, Barry D. Roseman McNAMARA, ROSEMAN, MARTINEZ & KAZMIERSKI, LLP 1640 East 18th Avenue Denver, Colorado 80218 bdr@ 1 8thAveLaw corn Jonathon D. Bergman, Esq. Terry Miller, Esq. DAVIS GRAHAM & STUBBS LLP 1550 17th Street, Suite 500 Denver, Colorado 80202 Telephone: (303) 892-9400 Facsimile: (303) 893-1379 Patrick J. Solomon Peter J. Glennon THOMAS & SOLOMON LLP 693 East Avenue Rochester, New York 14607 Telephone: (585) 272-0540 [email protected] pgIennontheempIoymentattorneys. corn Attorneys for Plaintiffs Matthew W. Ray, Esq. JONES DAY 2727 North Harwood Street Dallas, Texas 75201-1515 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 Matthew W. Lampe, Esq. JONES DAY 222 East 41st Street New York, New York 10017-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Attorneys for Defendants I1UI-135999I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 159 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF CONNECTICUT ERIC STRID and KEVIN WARD, individually and on behalf of all others similarly situated, Plaintiffs. Civil No. 3:l0-CV-01572 (RNC) v. DICK’S SPORTING GOODS. INC.. GALYAN’S TRADING COMPANY, LLC, EDWARD W. STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, and LYNN URAM, JANUARY 2011 Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41(a)(l)(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Eric Strid and Kevin Ward (collectively. Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. Case 6:05-cv-06253-CJS-JWF Document 384-2 Dated: January —, Filed 01/28/11 Page 160 of 255 2011 ERIC STRID and KEVIN WARD I)ICK’S SPORTING GOODS, INC. et a!. By: By: William G. Madsen (ct41 5600) MADSEN, PRESTLEY & PARENTEAU, LLC 44 Capitol Avenue, Suite 201 Hartford, Connecticut 06106-1794 Telephone: (860) 246-2466 wmadsenmppjustice.com Stephen W. Aronson (ct022 16) ROBINSON & COLE LLP 280 Trumbull Street Hartford, Connecticut 06103 Telephone: (860) 275-8281 [email protected] Patrick J. Solomon (pro hac vice) Peter J. Glennon (pro hac vice) THOMAS & SOLOMON LLP 693 East Avenue Rochester, New York 14607 Telephone: (585) 272-0540 [email protected] pglennontheemploymentattorneys.com Matthew W. Lampe (phv04349) Tern L. Chase (ct19030) JONES DAY 222 East 41St Street New York, New York 10017 Telephone: (212) 326-3939 mwlampejonesday.com tlchasej onesday.com Attorneysfor Plaintiffs Attorneysfor Defendants NYI 4341734v2 __________________________________________________________________ Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 161 of 255 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE JAMIE ALFONSI AND KELLY QUIRK, on behalf of themselves and all other employees similarly situated, Plaintiffs, V. ) ) ) ) ) ) ) Civil Action No. l:lO-cv-00923-LDD DICK’S SPORTING GOODS, INC., EDWARD STACK; KATHRYN SUTTER; WILLIAM COLOMBO; JAY CROSSON; and LYNN URAM, ) Defendants. ) STIPULATION Pursuant to Rule 41 OF DISMISSAL WITHOUT PREJUDICE (a)( 1 )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Jamie Alfonsi and Kelly Quirk (collectively, “Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants’) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. WA12993368v I Case 6:05-cv-06253-CJS-JWF Document 384-2 Dated: January , 2011 By: i’s John M. LaRosa (Del. Bar ID No. 4275) LAW OFFICE OF JOHN M. LAROSA Two East 7th Street, Suite 302 Wilmington, DE 19801-3707 Telephone: (302> 888-1290 E-mail: [email protected] THOMAS & SOLOMON LLP Patrick J. Solomon (admitted pro hac vice) Peter J. Glennon (admitted pro hac vice) 693 East Ave. Rochester, NY 14607 Telephone: (585) 272-0540 E-mail: [email protected] pglennontheemploymentattorneys.com Counsel for Plaintiffs Filed 01/28/11 Page 162 of 255 By: !s Scott A. Holt (No. 3399) YOUNG CONA WAY STARGATT & TAYLOR. LLP The Brandywine Building. 17th Floor 1000 West Street P.O. Box 391 Wilmington, DE 19899-0391 Telephone: (302) 571-6623 Facsimile: (302) 576-3299 E-mail: sho1t,ycst.com Alison B. Marshall (admitted pro hac vice) JONES DAY 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 Telephone: (202) 879-3939 Facsimile: (202) 626-1700 E-mail: abmarshal1jonesday.com Matthew W. Lampe (admitted pro hac vice) JONES DAY 222 East 42nd Street New York. New York 100 17-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 E-mail: mwlampejonesday.com Counsel for Defendants -2VAI-2993368vI Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 163 of 255 IN THE UNiTED STATES DISTRICT COIJRT FOR THE MIDDLE DISTRICT OF FLORIDA ORLANDO 1)1 VISION KYLE KENNE1)Y and PATRICK MCALEE, on behalf of themselves and all other employees similarly situated, Plaintiffs, Civil Action No. 6: lO-cv-1702-JA-KRS V. DICKS SPORTING GOODS, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41(a)(l)(A)(ii) of the Federal Rules of Civil Procedure and the Court’s order of December 27, 2010 (Docket No. 30), Plaintiffs Kyle Kennedy and Patrick McAlee (‘P1aintiffs”) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo. Jay Crosson, and Lynn Uram (collectively, Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. I{UI-136003v1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 164 of 255 Respectfully submitted. Respectfully submitted, Deborah F. Frimmel Florida Bar No. 0093970 WICKER. SMITH, OHARA, MCCOY & FORD, P.A, 390 North Orange Ave. Suite 1000 Orlando, Florida 32803 Telephone: (407) 317-2126 Facsimile: (407) 649-8118 [email protected] S. Gordon Hill. Esq. Florida Bar No. 0094374 Jeffrey J. Wilcox. Esq. Florida Bar No. 0071163 HILL, WARD & HENDERSON, P.A. 101 E. Kennedy Blvd., Suite 3700 Tampa, Florida 33602 Telephone: (813) 221-3900 Facsimile: (813) 221-2900 ghi11hwhlaw.com jwi1coxhwhlaw. corn Patrick J. Solomon Peter J. Glennon THOMAS & SOLOMON TIP 693 East Avenue Rochester, NY 14607 Attorneys for PlaintifJ Matthew W. Ray, Esq. JONES DAY 2727 North Harwood Street Dallas, Texas 75201-1515 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 mwrayjonesday.com Matthew W. Lampe JONES DAY 222 East 42nd Street New York, New York 10017-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 mwlampe(iij onesday.com A Itorne is ,thr Def’ndants 111 I—136003v1 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 165 of 255 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION JENNIFER GLEASON, KEVIN BUJAK, ELESHA WILLIAMS, THAD OLSEN, AND ERIC SCHMIDT, on behalfofthemselves and all ether employees similar! situates Civil Action No. 1 O-cv-069 13 Plaintiffs, Judge John W. Darrah V. Magistrate Judge Young B. Kim DICK’S SPORTING GOODS, INC., GALYANS TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM Defendants STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( I )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Jennifer Gleason, Kevin Bujak, Elesha Williams, Thad Olsen and Eric Schmidt (collectively, ‘Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc.. Galyan’s Trading Company. LLC.’ Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson. and Lynn Uram (collectively, ‘Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. Effective July 30, 2010, Galyan’s Trading Company, Inc., was converted to Galyan’s Trading Company, LLC, CII 1-I 789273v1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Dated: January , Filed 01/28/11 Page 166 of 255 201 1 iz Douglas M. Werman Maureen A. Bantz David F. Stevens WERMAN LAW OFFICE, P.C. 77 W. Washington, Suite 1402 Chicago, IL 60602 Telephone: (312) 419-1008 Patrick J. Solomon Peter J. Glennon THOMAS & SOLOMON LLP 693 East Avenue Rochester, NY 14607 By: Michael J. Gray, Esq. Jonathan M. Linas, Esq, JONES DAY 77 West Wacker Drive Chicago, Illinois 60601-1692 Telephone: (312) 269-4096 Facsimile: (312) 782-8585 Matthew W. Lampe, Esq. (pro hac vice) JONES DAY 222 East 41st Street New York, New York 10017-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Attorneys for PlaintUjs E. Michael Rossman. Esq. (pro hac vice) JONES DAY 325 John H. McConnell Boulevard Suite 600 Columbus, Ohio 43215 Telephone: (614) 281-3866 Facsimile: (614) 461-4198 Attorneysfor Defendants Gil-I 789273’s I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 167 of 255 IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION NICOLE JONES and MICHAEL CI--IATTERTON. on behalfofthemselves and all other employees similarly situated, Plaintffs, CAUSE NO. lO-CV-1274-SEB/TAB v. DICKS SPORTING GOODS, INC., GALYANS TRADING COMPANY, INC., M. EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO. JAY CROSSON, and LYNN URAM, Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( 1 )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Nicole Jones and Michael Chatterton (collectively, “Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Galyan’s Trading Company, LLC.’ Edward Stack, Kathryn Sutter, William Colombo. Jay Crosson. and Lynn Uram (collectively. ‘Defendants”) hereby stipulate to the dismissal of this action, without prejudice. each party bearing their own costs and fees incurred in this action. Effeeti\e July 30, 2010, Galyan’s Trading Company. inc., as con’erted to Galyan’s Trading Company, LLC. CHI1 789203v I Case 6:05-cv-06253-CJS-JWF Document 384-2 Date: January Filed 01/28/11 Page 168 of 255 201 1 By: By: Amy Ficklin DeBrota THE DEBROTA LAW FIRM LLC 715 E. 107th Street Indianapolis. Indiana 46280 amy(ädebrotalaw.com David S. Wagner, #26631-49 Ellen E. Boshkoff, #16365-49 300 North Meridian Street, Suite 2700 Indianapolis. Indiana 46204 Telephone: (317) 237-0300 Facsimile: (317) 237-1000 Email: [email protected] david.wagnerbakerd.com Patrick J. Solomon Peter J. Glennon THOMAS & SOLOMON LLP 693 East Avenue Rochester, NY 14607 Attorneys For Plainqffs Matthew W. Lampe, Esq (pro hac vice) JONES DAY 222 East 41 St Street New York, New York 10017-6702 Telephone: (212) 326-3939 Attorneys For De/ndants CIll-I7892O3 I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 169 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS ROBERT WALKER, on behalf of himself and all other emplo) ees similarly situated, Plaintiff, Case No.: 2:lO-cv-2588-CM/KGG DICKS SPORTING GOODS. INC., GALYANS TRADING COMPANY. INC.. M. EDWARD STACK. KATHRYN SUTTER. WILLIAM COLOMBO, JAY CROSSON. AND LYNN URAM, Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( 1 )(A)(ii) of the Federal Rules of Civil Procedure. Plaintiff Robert Walker (Plaintiff) and Defendants Dick’s Sporting Goods, Inc., Galyan’s Trading Company, LLC,’ Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson. and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. Effective July 30. 2010. Galy an’s frading Company. Inc., was converted to Ga1an’s Trading Compan. LLC. HUI-135996v I Case 6:05-cv-06253-CJS-JWF Document 384-2 Dated: January . Filed 01/28/11 Page 170 of 255 2011 Respectfully submitted, Respectfully submitted, Amy L. Coopman FOLAND, WICKENS, EISFELDER, ROPER & HOFER. P.C. 91 1 Main Street, Suite 300 Kansas City. Missouri 64105 T: (816) 472-7474 F: (816) 472-6262 acoopman@ fwpc law.corn D. Kan. # 77915 Kurt D. Williams D. Kan. # 16760 Sharon A. Stailbaumer BERKOWITZ OLIVER WILLIAMS SHAW & EISENBRANDT LLLP 2600 Grand Boulevard, Suite 1200 Kansas City, Missouri 64108 Telephone: (816) 561-7007 Facsimile: (816) 561-1888 Email: [email protected] [email protected] Patrick J. Solomon (pro hac vice) THOMAS & SOLOMON LLP 693 East Avenue Rochester. New York 14607 T: (585) 272-0540 [email protected] Matthew W. Ray (pro hoc vice) JONES DAY 2727 North Harwood Street Dallas, Texas 75201 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 [email protected] Peter J. Glennon (pro hoc vice) THOMAS & SOLOMON LLP 693 East Avenue Rochester, New York 14607 T: (585) 272-0540 pglennontheemploymentattornevs.com Matthew W. Lampe, Esq. (pro hoc vice) JONES DAY 222 East 41st Street New York, New York 100 17-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 mwlampej onesday.com A Itorneys for Plainti/7 Attorneys/or DeJndants EIUI-135996v1 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 171 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS RAYMOND LENAHAN and HEATHER SKIJINIK, on behalf of themselves and all other employees similarly situated, Plaintiffs, Case No. 1O-CV-11832 (RGS) vs. DICK’S SPORTING GOODS. INC., GALYANS TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, and LYNN URAM, Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( 1 )(A)(ii) of the Federal Rules of Ci ii Procedure, Plaintiffs Raymond Lenahan and Heather Skutnik (collectively, ‘Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Galyan’s Trading Company, LLC,’ Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. Effective July 30, 2010, Galyan’s Trading Company, Inc. was converted to Galya&s Trading Company, ‘IC. NYI-4341745v1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Dated: January . Filed 01/28/11 Page 172 of 255 2011 PLAINTIFFS RAYMOND LENAIIAN, et al. DEFENDANTS DICK’S SPORTING GOODS, INC.. eta!. By: By: Jody L. Newman (BBO# 542264) DWYER & COLLORA, LLP 600 Atlantic Avenue Boston, MA 02210-2211 Tel. (617) 371-1000 Fax. (617)371-1037 jnewmandwyercollora.com Liam T. O’Connell, Esq. (BBO # 558249) Jonathan D. Persky, Esq. (BBO# 666651) NUTTER MCCLENNEN & FISH LLP Seaport West. 155 Seaport Boulevard Boston, MA 02210 Tel. (617) 439-2000 Fax. (617)310-9000 [email protected] [email protected] Patrick J. Solomon (pro hac vice) Peter J. Glennon ro hac vice) THOMAS & SOLOMON LLP 693 East Avenue Rochester, New York 14607 Tel. (585) 272-0540 Fax. (877) 272-4088 [email protected] pglennontheemp1oymentattorneys.com Tern L. Chase (BBO# 567791) Matthew W. Lampe (pro hac vice) JONES DAY 222 East 42nd Street New York, New York 100 17-6702 Tel. (212) 326-3939 Fax. (212) 755-7306 tlchasejonesday.com mwlampejonesday.com A ttorneys for Plaintiffs Attorneys jbr Defendants -2NYJ-434 I 745v I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 173 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND (GREENBELT DIVISION) ANIHONY DIJNSTON Ill and CRYSTAL IIIJNSICKER. on behalf of themselves and all other employees similarly situated, : Case No. 8: lO-cv-03042-RWT Plaintiffs. Judge Roger W. Titus v. DICK’S SPORTING GOODS, INC.. GALYAN’S TRADING COMPANY, INC.,: EDWARD STACK, KATHRYN SUTTER,: WILLIAM COLOMBO, JAY CROSSON, and LYNN U RAM, Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( I )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Anthony Dunston III and Crystal Hunsicker (collectively P1aintiffs”) and Defendants Dicks Sporting Goods. Inc.. Galyans Trading Company, LLC,’ Edward Stack, Kathryn Sutter. William Colombo, Jay Crosson, and Lynn Uram (collectively. ‘Defendants’). hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. Effective Ju’y 30. 2010, Galyan’s frading Company, Inc., vas converted to Galyan’s Trading Company. LLQ. ________________________ Case 6:05-cv-06253-CJS-JWF Document 384-2 I)ated: January —, 2011 Filed 01/28/11 Page 174 of 255 Respectfully submitted, /5/ Alan Banov. Federal Bar No. 01811 ALAN BANOV & ASSOCIATES 8401 Colesville Road. Suite 325 Silver Spring. Maryland 20910 Telephone: (301) 588-9699 Facsimile: (301) 588-9698 abanov(ci banovlaw.com Patrick J. Solomon Peter J. Glennon THOMAS & SOLOMON LLP 693 East Avenue Rochester. New York 14607 Telephone: (585) 272-0540 psolomontheemploymentattorneys.com pglennontheemp1oymentattomeys.com Admitted Pro Hac Vice Attorneys for Plaintiffs Dated: January_, 2011 Is! Alison B. Marshall, Esq. JONES DAY 51 Louisiana Avenue, N.W. Washington. D.C. 20001 Telephone: (202) 879-3939 Facsimile: (202) 626-1700 [email protected] Matthew W. Lampe, Esq. JONES DAY 222 East 41st Street New York, New York 10017-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 mwlampe aJonesDay. corn Attorne s for Defendants \ \I-29’)3 6 -2- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 175 of 255 UNITED STATES DISTRICT COURT DISTRICT OF MAINE NICKOLE GAGNE, on behalf of herself and all other employees similarly situated, ) ) ) Plaintiffs, ) ) v. Case No. 2:lO-cv-00441-GZS ) ) ) DICK’S SPORTING GOODS, INC.. GALYAN’S TRADING COMPANY, INC.,) EDWARD STACK, KATHRYN SUTTER,) WILLIAM COLOMBO, JAY CROSSON, ) AND LYNI’J URAM, ) ) ) Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( 1 )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiff Nickole Gagne (“Plaintiff’) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. WAI-2993346v I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 176 of 255 Respectfully submitted. /5 John F. Lambert. Jr.. Me. Bar No. 2406 LAMBERT COFFIN P.O. Box 15215 477 Congress St. Portland. ME 041 10 (207) 874-4000 Jlambert larnbertcoftin.corn Patrick J. Solomon (admitted pro hac vice) Peter J. Glennon (admitted pro hac vice) THOMAS & SOLOMON LLP 693 East Ave. Rochester. NY 14607 (585) 272-0540 psolomon(theempIoymentafforneys. corn [email protected] Counsel for Plaintiff /s Melinda J. Caterine. Esq.. Me. Bar No. 7129 FISHER & PHILLIPS LLP 400 Congress St. P.O. Box 7250 Portland. ME 04112-7250 (207) 774-6001 mcaterine(1aborlawvers.com Alison B. Marshall (admitted pro hac vice) JONES DAY 51 Louisiana Avenue, N.W. Washington. D.C. 20001-2113 (202) 879-3939 [email protected] Matthew W, Lampe (admitted pro hac vice) JONES DAY 222 East 42nd Street New York, New York 100 17-6702 (212) 326-3939 rnwlampej onesday.corn Counsel for Defendants Dated: January WAl-2Q93346 I , 2011 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 177 of 255 UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MICHIGAN SEAN KIRT, on behalf of himself and all other employees similarly situated, Plaintiff, CASE NO.: l:lO-cv-01041-JTN vs. DICK’S SPORTING GOODS, INC., GALYANS TRADING COMPANY, INC., EDWARD STACK. KAThRYN SUTTER. WILLIAM COLOMBO. JAY CROSSON, AND LYNN URAM, honorable Janet I’. Neff Defendants, STIPULATION OF DISMISSAL WITHOUT PREJUDICE Plaintiff Sean Kirt (‘Plaintiff’) and Defendants Dick’s Sporting Goods, Inc., Galyans Trading Company, LLC, 1 Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”), hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. 1 LLC. Effective July 30. 2010, Galyan’s Trading Company, 1nc. was converted to Galyan’s Trading Company, Case 6:05-cv-06253-CJS-JWF Document 384-2 Dated: January’ . 2011 Filed 01/28/11 Page 178 of 255 Respectfully submitted. Is PITT. McGEI lEE, PALMER. RIVERS, AND GOLDEN. P.C. Michael L. Pitt, Esq. No. P24429 117 W. Fourth St., Suite 200 Royal Oak, Ml 48067 (248) 398-9800 mpitt(pittlavpc .com Patrick J. Solomon Peter J. Glennon THOMAS & SOLOMON LLP 693 East Avenue Rochester, New York 14607 Tel. (585) 272-0540 Fax. (877) 272-4088 psolomon(theemp1ovmentattomeys.com pg1ennontheemploymentattomeys.com A ttorney for Plainti/f Dated: January , 2011 Kalyn D. Redlowsk, Esq. No. P63 766 [email protected] Kurt N. Sherwood. Esq. No. P39639 [email protected] MILLER CAN FIELD PADDOCK & STONE PLC 277 S Rose St.. Ste. 5000 Kalamazoo. Michigan 490(>7 (269) 381-7030 Alison B. Marshall. Esq. abmarshall Ijonesday.com JONES DAY 51 Louisiana Avenue, N.W. Washington. D.C. 20001 Telephone: (202) 879-3939 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 179 of 255 Matthew W. Lampe Esq. mwlampe ã)jonesday.com JONES DAY 222 East 4 lst Street New York, New York 10017-6702 Telephone: (212) 326-3939 Attorneysfor Defendants IT IS SO ORDERED. Signed, this day of January. 2011. Judge Janet I. Neff United States District Judge WAI-2993357v1 -3- Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 180 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA Daniel Lorenz and Adam Estrem, on behalf of themselves and the Proposed Minnesota Rule 23 Class. CASE NO.: O:lO-ev-04136-MJD/JJK Plaintiffs, V. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Dicks Sporting Goods, Inc., Galyan’s Trading Company, Inc.. M Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson. and Lynn Uram, Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41(a)(l)(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Daniel Lorenz and Adam Estrem (collectively, “Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Galyan’s Trading Company, LLC,’ Edward Stack, Kathryn Sutter, William Colombo. Jay Crosson, and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. Effective July 30. 2010. Galyan’s Trading Company. Inc.. was converted to Galvan ‘s Trading Company. LLC. Cill-1789201v1 1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Date: January Filed 01/28/11 Page 181 of 255 .2011 By: By: Timothy C.Selander Nichols Kaster, PLLP 80 S 8th St Ste 4600 Minneapolis. MN 55402-2242 612-256-3281 Fax: 612-215-6870 Email: [email protected] Tracey Donesky, Esq. (#302727) Amy Walsh Kern, Esq. (#307609) Kristin Berger Parker (#3 89249) LEONARD STREET & DEINARD 150 South Fifth Street Suite 2300 Minneapolis, MN 55402 Telephone: (612) 335-1500 Patrick J. Solomon (pro hac vice) Peter J. Glennon (pro hac vice) Thomas & Solomon, LLP 693 East Ave Rochester, NY 14607 585-272-0540 Email: pso1omontheemp1oymentattomeys.com Matthew W. Lampe (pro hac vice) JONES DAY 222 East 42nd Street New York. New York 10017-6702 T: (212)326-3939 F: (212)755-7306 [email protected] Deborah A Sudbury (pro hac vice) JONES DAY 1420 Peachtree St NE Ste 800 Atlanta, GA 30309 T: (404)521-3939 F: (404)581-8330 dsudbury’j onesday.com Attorneyfor Plaint‘ffs A ttorneis for Defendants CI1I I 78c20 Iv I 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 182 of 255 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI EASTERN DIVISION JASON MENSINGER. on behalf of himself and all other employees similarly situated. Plaintiffs, Case No. 4:1O-cv-02048-CEJ Judge Carol E. Jackson 1)ICKS SPORTING GOODS. INC.. et a!., Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( I )(A)(ii) of the Federal Rules of Civil Procedure, PlaintitT Jason Mensinger (Plaintiff’) and Defendants Dick’s Sporting Goods. Inc.. Galyans Trading Company, LLC’, Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson. and Lynn Uram (collectively, ‘Defendants”), hereby stipulate to the dismissal of this action, without prejudice. with all parties bearing their own costs and fees incurred in this action. Effective July 30. 2010. Ga1ans Frading Company. Inc.. as con\erted to Ga1an’s Trading Company. tIC. UH 1-I 78)2O4v 1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Date: January Filed 01/28/11 Page 183 of 255 2011 Respectfully submitted, Respectfully submitted, By: Feme P. Wolf. E.I). Bar # 29326 SOWERS AND WOLF. LLC 530 Maryville Centre Drive Suite 460 St. Louis, MO 63141 314-744-4010 Fax: 314-744-4026 By: Daniel K. OToole. E.1). Bar # 3987 ARMSTRONG TEASDALE LLP 7700 Forsyth Boulevard. Suite 1800 St. Louis, Missouri 63105 Telephone: (314) 621-5070 ext. 7949 Facsimile: (314) 612-2277 Attorney for Defendants Patrick J. Solomon (pro hac vice) Peter J. Glennon (pro hoc vice) THOMAS AND SOLOMON, LLP 693 F. Avenue Rochester, NY 14607 585-272-0540 Counselfor Plaint iff C1II-7892O4I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 184 of 255 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEBRASKA DANNETTE STACKIIOUSF. on behalf of herself and all other employees similarly situated. Plaintiffs, § Civil Action No. 8:lO-cv-00421-JFB -TDT DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, and LYNN URAM, Defendants. § § § § § § STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41(a)(l)(A)(ii) of the Federal Rules of Civil Procedure, Plaintiff Dannette Stackhouse (“Plaintiff’) and Defendants Dick’s Sporting Goods, Inc., Galyan’s Trading Company. LLC.’ Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. EtIèctive July 30, 2010, Galan’s Trading Company. Inc., was converted to Galyan’s rrading Company, 1 LI C. [IUI-135995v1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Dated: January , Filed 01/28/11 Page 185 of 255 2011 Respectfully submitted, Respectfully submitted, Jon Rehrn Rehm. Bennett. & Moore. P.C.. L.L.O. 3701 Union Drive, Suite 200 Lincoln, Nebraska 68517 T: (402) 474-2300 F: (402) 420-1508 jonrehmrehmlaw.com William G. Dittrick Baird Hoim LLP 1500 Woodmen Tower 1700 Farnam St Omaha. Nebraska 68102-2068 Telephone: (402) 636-8205 Facsimile: (402) 344-0588 [email protected] Patrick J. Solomon (pro hac vice) THOMAS & SOLOMON LLP 693 East Avenue Rochester, New York 14607 T: (585) 272-0540 psolomon:theemploymentattorneys.com Peter J. Glennon (pro hac vice) THOMAS & SOLOMON LLP 693 East Avenue Rochester, New York 14607 T: (585) 272-0540 pglennontheemploymentattorneys.com Matthew W. Lampe, Esq. pro hac vice) JONES DAY 222 East 41St Street New York, New York 10017-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Matthew W. Ray (pro hac vice) JONES DAY 2727 North Harwood Street Dallas, Texas 75201 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 Attorneys for Plaintiff A ttorneys for Defendants HUI135995vI Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 186 of 255 UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF NORTH CAROLINA JOSEPH DAY, LINDA BRANTLEY, and BENJAMIN RIVENBARK, on behalf of themselves and all other employees similarly situated, Civil No.: 1:1 O-cv-80 1 Plaintiffs, Judge Wallace W. Dixon vs. Electronically Filed DICK’S SPORTING GOODS, INC., GALYANS TRADING COMPANY, INC., EDWARD STACK. KATHRYN SUTTER, WILLIAM COLOMBO. JAY CROSSON, AND LYNN URAM, Defendants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( 1 )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Joseph Day, Linda Brantley. and Benjamin Rivenbark (collectively “Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Galyan’s Trading Company, LLC,’ Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. l Effective July 30, 2010, Galyan’s Trading Company, Inc., sas converted to Galyan’s Trading Company, I LC, PiI-1227092v1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 187 of 255 Respectfully submitted. Respectfully submitted. Is! Patrick J. Solomon (admitted pro hac vice) Peter J. Glennon (admitted pro hac vice) THOMAS & SOLOMON LLP 693 East Ave. Rochester, NY 14607 T: (585) 272-0540 F: (585) 272-0574 E-mail: [email protected] pglennontheemploymentattorneys.com Is! Robert T. Numbers, 11 (Bar No. 34134) Womble Carlyle Sandridge & Rice A Professional Limited Liability Company 150 Favetteville Street Suite 2100 Raleigh. NC 27601 T: (919) 755-2100 F: (919) 755-210 rnumbers wscr. corn Caitlyn H. Thomson 100 East Parrish Street, Suite 300 Durham, NC 27701 T: (919) 680-6100 F: (919) 956-7315 caitlyncaitlynthomson. corn Amy E. Dias (admitted pro hoc vice) Jennifer G. Betts (admitted pro hoc vice) JONES DAY 500 Grant Street, Suite 4500 Pittsburgh. PA 15219-2514 ‘I’: (412)391-3939 F: (412) 394-7959 [email protected] A ttorneysjör Pluinti/js Matthew W. Lampe (admitted pro hoc vice) JONES DAY 325 John H. McConnell Boulevard, Suite 600 P.O. Box 165017 Columbus, OH 43216-5017 T: (614) 469-3939 F: (614) 461-4198 mwlarnpejonesday.com Deborah A. Sudbury (admitted pro hoc vice) JONES DAY 1420 Peachtree Street. N.E.. Suite 800 Atlanta. GA 30309 I: (404) 581-8443 F: (404) 581-8330 dsudbury ajonesday.com Attorneys /ör Defendants Dated: January Pll I 2270g2v I , 2011 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 188 of 255 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF OHIO JUSTIN PRICE. JENNIFER FUL WIDER. LEE LIGUORE. and TIM BEVINS. on behalf of themselves and all other employees similarly: situated, Plaintiffs. vs. Case No. 1:1O-cv-02317 Judge Dan Aaron Polster Magistrate Judge Nancy A. Vecchiarelli DICK’S SPORTING GOODS, [NC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN S UTTER, WILLIAM COLOMBO, JAY CROSSON, and LYNN URAM, STIPULATION OF DISMISSAL WITHOUT PREJUDICE Defendants. Pursuant to Rule 41(a)( I )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Justin Price, Jennifer Fulwider, Lee Liguore, and Tim Bevins (collectively. “Plaintiffs”) and Defendants Dicks Sporting Goods. Inc.. Galvan’s Trading Cornpan, LLC’ Ed’.%ard Stack. Kathryn Sutter. William Colombo. Jay Crosson. and Lynn Uram (collectively. I)e1ndants) Effective July 30, 2010, Galan’s frading Company, Inc. was converted to Galyan’s frading Company, LLC. COl- I 452054v2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 189 of 255 hereby stipulate to the dismissal of this action. ithout prejudice. each party bearing their own costs and fees incurred in this action. Dated: January —, 201 1 s/ Patrick J. Solomon Peter J. Glennon Thomas & Solomon LLP 693 East Avenue Rochester, NY 14607 T: (585) 272-0540 F: (585)272-0574 psolomon’theemploymentattorneys.com pglennontheemploymentattomeys.com Bruce B. Elfvin Barbara Kaye Besser Stuart Torch Elfvin & Besser 4070 Mayfield Road Cleveland, Ohio 44121 T: (216) 382-2500 F: (216)381-0250 bbeelfvinbesser.com bkbäelfrmnbesser.com Attorneys for Plaintiffs SI Stanley Weiner Jones Day North Point 901 Lakeside Avenue Cleveland, Ohio 44114-1190 T: (216) 586-3939 F: (216)579-0212 sweinerjonesday.com E. Michael Rossman Tonya B. Braun Jones Day 325 John H. McConnell Blvd., Suite 600 Columbus, Ohio 43215-2673 T: (614) 469-3939 emrossmanjonesday.com [email protected] Matthew W. Lampe Jones Day 222 East 42nd Street New York, New York 100 17-6702 T: (212)326-3939 F: (212) 755-7306 mwlampejonesdav. corn Attorneys for Defendants (‘()1-l452O542 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 190 of 255 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA JACOB ROBERTS. JARED PENTZ. GREG PAVLICK, MATTHEW COUCH, AND ELIZABETH RHODES, on behalf of themselves and ciii other empimees Civil Action No. 2: 1O-cv-0571 7-AB Judge Anita B. Brody similar/v situated. Electronically Filed Plaintif/c. V. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, [NC,, EDWARD STACK, KAThRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, De/endants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( 1 )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Jacob Roberts, Jared Pentz, Greg Pavlick, Matthew Couch, and Elizabeth Rhodes (collectively, “Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. PH 1227095v I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 191 of 255 Respectfully submitted. Respectfully Submitted. /5/ /5/ J. Nelson Thomas. Esq. (Bar 1.D. No. 209852) Patrick J. Solomon, Esq. (admitted pro hoc vice) Peter J. Glennon, Esq. (admitted pro hue vice) THOMAS & SOLOMON LLP 693 East Ave. Rochester, NY 14607 T: (585) 272-0540 F: (585) 272-0574 E-mail: nthornas@theempl oymentattomeys. corn [email protected] pg1ennon,theemp1oymentattomeys.com Amy E. Dias. Esq. (admitted pro hue vice) (PA I.D. No. 52935) aediasjonesday.com Jennifer G. Betts, Esq. (admitted pro hue vice) (PA I.D. No. 209699) jgbettsjonesdav.com JONES DAY 500 Grant Street, Suite 4500 Pittsburgh. PA 15219-2514 T: (412) 394-7915 F: (412) 394-7959 Alison B. Marshall, Esq. (PA 1.D. No. 139328) JONES DAY 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 T: (202) 879-761 1 F: (202) 626-1700 abmarsha11jonesday.com Attorneyc for Plaintffs Matthew W. Lampe, Esq. (admitted pro hue vice) JONES DAY 222 East 41st Street New York, NY 100 17-6702 T: (212) 326-3939 F: (212) 755-7306 rnwlampej onesday.com Attorneys for Defendants Dated: January. 2011 P1I-I227O95 I 7 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 192 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF SOUTH CAROLINA GREENVILLE DIVISION STEPHEN HARRY AND JAMES MORGAN, on behalfofthemselves and all other employees similarly situated, Plaintiffs, Civil Action No. 6: 10-cv-02788-JMC Judge J. Michelle Childs V. Electronically Filed DICKS SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER. WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants JOINT MOTION UNDER FED.R.CIV.P. 60(b)(6) TO REOPEN ACTION Plaintiffs Stephen Harry and James Morgan (collectively, “Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) jointly move to reopen this action for the sole purpose of allowing the parties to file the Stipulation of Dismissal without Prejudice attached to this Motion as Exhibit A. 1. On December 21. 2010, after being advised that the parties had settled this matter in principal, the Court entered an Order of Dismissal (the ‘Order”). (Dkt. No. 29, Order Dismissing Case.) The Order provides that the dismissal will be “with prejudice if no action is taken .,. within sixty 60) days from the filing date of this order.” (Id) However, [i]f settlement is not consummated within sixty (60) days, either party may petition the Court to reopen this action.” (Id.) PII-1227272 I Case 6:05-cv-06253-CJS-JWF Document 384-2 2. Filed 01/28/11 Page 193 of 255 Plaintiffs Stephen Harry and James Morgan are named plaintiffs in a related action against Defendants, Barrus, ci a!. v. Dick’s Sporting Goods, Inc., et aL, 05-C V-6253 (CJS) (JWF) (W.D.N.Y.). The parties have reached a global settlement in Barrus, which settlement encompasses the claims asserted in this action. Plaintiffs Stephen Harry and James Morgan are class representatives for a South Carolina settlement subclass in that case. Concurrent with the filing of this Motion, the parties will file in Barrus formal settlement papers, including a motion for preliminary settlement approval. The approval process for the global settlement in Barrus will not be final within sixty (60) days of December 21, 2010 as required by the Court’s Order in this action. As a result, and pursuant to the terms of the Court’s Order, the parties respectfully ask that the Court reopen this action. 3. Further, the terms of the Barrus global settlement provide that the parties agree that the dismissals of this and other related actions will be without prejudice. Accordingly, the parties also respectfully ask the Court to allow the parties to file a stipulation dismissing this action without prejudice. For these reasons, the parties respectfully ask the Court to reopen this matter and permit the parties to file the attached Stipulation of Dismissal without Prejudice. (Ex. A.) A proposed order is attached. -2 P11-I 227272v I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 194 of 255 Respectfully submitted, Respectfully submitted, Patrick J. Solomon (admitted pro hoc vice) Peter J. Glennon (admitted pro hoc vice) THOMAS & SOLOMON LLP 693 East Ave. Rochester. NY 14607 T: (585) 272-0540 F: (585) 272-0574 E-mail: [email protected] pglennontheemploymentattomeys.com Michael S. Cashman (Fed. ID No. 09937) Catherine R. Atwood (Fed. ID No. 10385) Womble Carlvie Sandridge & Rice. PLLC P.O. Box 10208 Greenville. sc 29603 T: (864) 255-5300 F: (864) 255-5440 [email protected] [email protected] Amy E. Dias (admitted pro hac vice) Jennifer G. Betts (admitted pro hac vice) JONES DAY 500 Grant Street, Suite 4500 Pittsburgh, PA 15219-2514 T: (412) 391-3939 F: (412) 394-7959 [email protected] j ennifergbettsjonesday. corn Nathaniel W. Bax (Bar I.D. No. 74877) FOSTER LAW FIRM, L.L.C. P.O. Box 2123 Greenville. SC 29602 T: (864) 242-6200 F: (864) 233-0290 Email: [email protected] Attorneys for Plaintiffs Matthew W. Lampe (pro hac vice forthcoming) JONES DAY 325 John H. McConnell Boulevard, Suite 600 P.O. Box 165017 Columbus, Ohio 43216-5017 T: (614) 469-3939 F: (614) 461-4198 mwlampejonesday.com Deborah A. Sudbury (pro hac vice forthcoming) JONES DAY 1420 Peachtree Street, N.E.. Suite 800 Atlanta, GA 30309 F: (404) 581-8443 F: (404) 581-8330 dsudbury a jonesday .com Dated: January . 2011 A uornevs for Defendants a P11-I 227272v1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 195 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF SOUTH CAROLINA GREENVILLE DIVISION STEPHEN HARRY AND JAMES MORGAN, on behalfofthemselves and all other employees smularli situated. Plaintiffc, Civil Action No. 6:lO-cv-02788-JMC Judge J. Michelle Childs V. Electronically Filed DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, [NC.. EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41(a)(l)(A)(ii) of the Federal Rules of Civil Procedure, Plaintiffs Stephen Harry and James Morgan (collectively ‘Plaintiffs”) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. PI1—1227O98 I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 196 of 255 Respectfully submitted, Respectfully submitted, Patrick J. Solomon (admitted pro hue vice) Peter J. Glennon (admitted pro hac vice) THOMAS & SOLOMON LLP 693 East Ave. Rochester, NY 14607 T: (585) 272-0540 F: (585) 272-0574 E-mail: [email protected] pglennontheemploymentattomeys .com Michael S. Cashman (Fed. ID No. 09937) Catherine R. Atwood (Fed. ID No. 10385) Womble Carivie Sandridge & Rice. PLLC P.O. Box 10208 Greenville, SC 29603 T: (864) 255-5400 F: (864) 255-5440 mcashmanJwcsr.com [email protected] Nathaniel W. Bax (Bar I.D. No. 74877) FOSTER LAW FIRM. L.L.C. P.O. Box 2123 Greenville, SC 29602 T: (864) 242-6200 F: (864) 233-0290 Email: [email protected] Amy E. Dias (admitted pro hac vice) Jennifer G. Betts (admitted pro hue vice) JONES DAY 500 Grant Street. Suite 4500 Pittsburgh. PA 15219-25 14 T: (412) 391-3939 F: (412) 394-7959 [email protected] jennifergbettsjonesday. corn Attorneysfor Plaintij’js A ttorneysfor Defendants Dated: January PII-1227O9X I . 2011 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 197 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF SOUTH CAROLINA GREENVILLE DIVISION STEPHEN hARRY AND JAMES MORGAN. on bc’halfofthemselves and all other employees similar/v situated, Civil Action No. 6:1 0-cv-02788-JMC Plainti/’, Judge J. Michelle Childs V. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants ORDER Having the Joint Motion Under Fed.R.Civ.P. 60(b)(6) to Reopen Action, the Court hereby GRANTS the relief requested. The Clerk of Courts shall hereby reopen this matter. Further, the parties are hereby ORDERED to file a Stipulation of Dismissal without Prejudice. Signed. this the day of January. 2011. The Honorable J. Michelle Childs [nited States District Judge P111227274v1 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 198 of 255 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE AT GREENEVILLE JERRY HACKLER, on behalf of himself and all other employees similarly situated, Plaintiff, v. DICK’S SPORTING GOODS, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, and LYNN URAM, Defendants. ) ) ) ) ) ) No, 2:lO-cv-00236 ) Class Action ) The Honorable J. Ronnie Greer ) The honorable Dennis H. Inman ) ) ) ) ) ) JOINT MOTION TO ENTER AGREED ORDER OF DISMISSAL WITHOUT PREJUDICE Pursuant to Federal Rule of Civil Procedure Rule 41(a)(1)(A)(ii), Plaintiff Jerry Hackler (“Plaintiff’) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) announce that the parties have stipulated to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. The parties. therefore, request that the Court enter the Agreed Order of Dismissal attached hereto. H1 I136OO8vI Case 6:05-cv-06253-CJS-JWF Document 384-2 Dated: January . Filed 01/28/11 Page 199 of 255 201 1 Respectfully submitted. Respectfully submitted. D. Bruce Shine, Esq. (#000815) Law Office of D. Bruce Shine 433 East Center Street, Suite 201 Kingsport. Tennessee 37660-4858 Telephone: (423) 256-8433 Facsimile: (423) 246-7464 [email protected] Timothy K. Garrett (#0 12083) Britt K. Latham (#023 149) BASS, BERRY & SIMS PLC Pinnacle Building 150 Third Avenue, South, Suite 2800 Nashville, Tennessee 37201 Telephone: (615) 742-6270 [email protected] [email protected] Patrick J. Solomon Ipro hac vice) Peter J. Glennon (pro hoc vice) THOMAS & SOLOMON LLP 693 East Avenue Rochester, NY 14607 Telephone: (585) 272-0540 Facsimile: (585) 272-0574 [email protected] pglennontheemploymentattomeys.com Shayne R. Clinton (#026245) BASS, BERRY & SIMS PLC 1700 Riverview Tower 900 S. Gay Street Knoxville, Tennessee 37902 Telephone: (865) 521-6200 Facsimile: (888) 526-6489 [email protected] A Ilorneys for Plaintif]’ Matthew W. Lampe, Esq. (pro hac vice) JONES DAY 222 East 41st Street New York, New York 10017-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Matthew W. Ray (pro hac vice) JONES DAY 2727 North Harwood Street Dallas. Texas 75201 Telephone: (214) 220-3939 Facsimile: (213) 969-5100 A ttornevs fin’ L)c/’nda,its IIUI-l36OO8 I 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 200 of 255 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE AT GREENEVILLE JERRY IIACKiER, on behalf of himself and all other employees similarly situated, Plaintiff, v. DICKS SPORTNG GOODS. INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, and LYNN URAM, Defendants, ) ) ) ) ) ) ) ) ) ) ) ) ) ) No. 2:lO-cv-00236 Class Action The Honorable J. Ronnie Greer The Honorable Dennis H. Inman AGREED ORDER OF DISMISSAL WITHOUT PREJUDICE Come the parties, as evidenced by the signature of counsel below, and hereby announce their stipulation of the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. The parties, therefore, respectfully request that this action be dismissed without prejudice against refihing and with the parties bearing their own costs and fees. WHEREFORE, premises considered and it appearing to the Court. based on the stipulation of the parties. it is hereby ORDERED. ADJUDGED. and DECREED that: (I) This action is hereby DISMISSED without prejudice against refiling pursuant to Federal Rule of Civil Procedure 41 (a)( I )(A)(ii): and 2) The panics shall pa’ their own respective costs. fees, and attornevs fees. ENTERED: The Honorable J. Ronnie Greer United States District .Judge IlL l-l36OO9 I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 201 of 255 APPROVED FOR ENTRY: D. Bruce Shine. Esq. (#000815) Law Office of D. Bruce Shine 433 East Center Street, Suite 201 Kingsport. Tennessee 37660-4858 Telephone: (423) 256-8433 Facsimile: (423) 246-7464 [email protected] Patrick J. Solomon (pro hac vice) Peter J. Glennon (pro hac vice) THOMAS & SOLOMON LLP 693 East Avenue Rochester, NY 14607 Telephone: (585) 272-0540 Facsimile: (585) 272-0574 psolomonçtheernploymentattomeys.com [email protected] Timothy K. Garrett (#0 12083) Britt K. Latham (#023149) BASS, BERRY & SIMS PLC Pinnacle Building 150 Third Avenue, South, Suite 2800 Nashville, Tennessee 37201 Telephone: (615) 742-6270 tgarrettbassberry.com [email protected] Shayne R. Clinton (#026245) BASS, BERRY & SIMS PLC 1700 Riverview Tower 900 S. Gay Street Knoxville, Tennessee 37902 Telephone: (865) 521-6200 Facsimile: (888) 526-6489 [email protected] Attorneys for Plaintiff Matthew W. Lampe, Esq. (pro hac vice) JONES DAY 222 East 41 St Street New York, New York 10017-6702 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Matthew W. Ray (pro hac vice) JONES DAY 2727 North Harwood Street Dallas, Texas 75201 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 -l ttornevs for Defendants I1U1I36OOQ Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 202 of 255 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF VERMONT JOHN BROWN, on behalf of himself and all other employees similarly situated, Plaintiffs, ) ) ) ) ) v. Case No. 2:lO-cv-OO263-sks ) ) ) DICK’S SPORTiNG GOODS, INC., GALYAN’S TRADING COMPANY, INC.,) EDWARD STACK, KATHRYN SUTTER,) WILLIAM COLOMBO, JAY CROSSON, ) AND LYNN URAM, ) Defendants. ) ) STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( 1 )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiff John Brown (“Plaintiff’) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, “Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. WAI-2993345v I Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 203 of 255 Respectfully submitted. Is! /sI Thomas C. Nuovo BAUER. GRAVEL. FARNHAM. NUOVO. PARKER & LANG 40 College St.. Suite 100 P.O. Box 607 Burlington, VT 05401 (802) 863-5538 tnuovo(iiiaol.com Eric D. Jones DOWNS RACHLIN MARTIN PLLC 199 Main St. P.O. Box 190 Burlington, VT 05402 (802) 863-2375 ej ones(dnm corn Patrick J. Solomon (admitted pro hac vice) Peter J. Glennon (admitted pro hac vice) THOMAS & SOLOMON LLP 693 East Ave. Rochester. NY 14607 (585) 272-0540 pso1omontheemploymentattorneys.com [email protected] Counsel for Plaintiff Alison B. Marshall (admitted pro hac vice) JONES DAY 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 (202) 879-3939 abmarshalljonesday.com Matthew W. Lampe (admitted pro hac vice) JONES DAY 222 East 42nd Street New York, New York 1001 7-6 702 (212) 326-3939 [email protected] Counsel for Defendants Dated: Januar WAI-2993345v1 . 2011 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 204 of 255 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA JUST1N JENKINS, on behalf ofhimselfand all other employees similarli’ situated, P1aintiff, Civil Action No.: 2:lO-cv-01262 Judge Thomas E. Johnston V. Electronically Filed DiCK’S SPORTING GOODS, INC., GALYANS TRADING COMPANY, LLC, EDWARD STACK. KATHRYN SUTTER, WILLIAM COLOMBO. JAY CROSSON. AND LYNN URAM, Dejkndants. STIPULATION OF DISMISSAL WITHOUT PREJUDICE Pursuant to Rule 41 (a)( 1 )(A)(ii) of the Federal Rules of Civil Procedure, Plaintiff Justin Jenkins (Plaintiff”) and Defendants Dick’s Sporting Goods, Inc., Edward Stack, Kathryn Sutter, William Colombo, Jay Crosson, and Lynn Uram (collectively, ‘Defendants”) hereby stipulate to the dismissal of this action, without prejudice, each party bearing their own costs and fees incurred in this action. P11-1227OQ4 I Case 6:05-cv-06253-CJS-JWF Document 384-2 Respectfully submitted. Filed 01/28/11 Page 205 of 255 Respectfully submitted, ‘Is’ Patrick J. Solomon, Esq. (admitted pro hac vice) Peter J. Glennon, Esq. (admitted pro hac vice) THOMAS & SOLOMON LLP 693 East Ave. Rochester, NY 14607 T: (585) 272-0540 F: (585) 272-0574 E-mail: [email protected] pg1ennontheemp1oymentattomeys.com Kathy A. Brown, Esq. (Bar ID No. 8878) KATHY A. BROWN LAW, PLLC 405 Capitol Street, Suite 1001 P.O. Box 631 Charleston, WV 25322 T: (304) 720-2351 F: (304) 720-2351 E-mail: kathybrown1awgmail.com Attorneys for Plaintiff Justin M. Harrison, Esq. (State Bar No, 9255) Bowles Rice McDavid Graff & Love LLP 600 Quarrier Street Post Office Box 1386 Charleston. West Virginia 25325-1386 T: (304)347-1100 F: (304)347-1756 j harrison’dThowlesrice.com Amy E. Dias, Esq. (admitted pro hac vice) aediasj onesday.com Jennifer G. Betts, Esq. (admitted pro hoc vice) [email protected] JONES DAY 500 Grant Street. Suite 4500 Pittsburgh, Pennsylvania 15219-2514 L(412)394-7915 F: (412) 394-7959 Matthew W. Lampe. Esq. (admitted pro hac vice) JONES DAY 222 East 41st Street New York, New York 10017-6702 T: (212) 326-3939 F: (212) 755-7306 mw1ampejonesday.com A Itorneys for Defendants January PIl-I227O94 .2011 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 206 of 255 EXHIBIT K UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. PLAINTIFFS OR OPT-INS WHO WERE DEPOSED IN THIS ACTION 1. Alfonsi, Jamie 2. Arthurs, Shaun 3. Barrus, Tamara 4. Bassi, Joseph 5. Beckstrom, James 6. Behmke, John 7. Brooks, Nicole 8. Bujak, Kevin 9. Bustruc, Richard 10. Camp, Elizabeth 11. Caulkins, Carolyn 12. Chatterton, Michael 13. Chester, Audrey 14. Cornish, Sandra 15. Cummings, Robert 16. D’Agostino, Michael 17. Day, Joseph 18. Dravecky, Patsy 19. Estrem, Adam 20. Fulwider, Jennifer 21. Graham, Brian 1 Case 6:05-cv-06253-CJS-JWF Document 384-2 22. Grembowicz, Jason 23. Hare, Cassie 24. Holmes, Jeremy 25. Huch, Karl 26. Huber, David 27. Jones, Jared 28. Keith, Matthew 29. Kelly, Thomas 30. Kennedy, Kyle 31. Kimble, Sakina 32. Kirt, Sean 33. Kurtz, Erin 34. Lamberty, Shawn 35. Leduc, John 36. Liebman, Jesse 37. Little, Jeffrey 38. Lyon, John 39. McGriff, Felicia 40. Medina, William 41. Mirek, Sean 42. Moise, Daniel 43. Olson, Thad 44. Pavlick, Gregory 45. Price, Justin 46. Rainey, Tomasa 47. Resop, Valerie 48. Rhone, Tempest 49. Schuchman, Elizabeth 50. Scott, Jamie 51. Shade, Chelsey 52. Skutnik, Heather 53. Stackhouse, Dannette 54. Walker, Robert 55. Warnick, Daniel 56. Weber, Julius 57. Williams, Diane 58. Williams, Elesha 59. Worsham, Jessica 2 Filed 01/28/11 Page 207 of 255 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 208 of 255 EXHIBIT L UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. PLAINTIFFS OR OPT-INS WHO SUBMITTED AN AFFIDAVIT 1. Barrus, Tamara 2. Caulkins, Carolyn 3. D’Agostino, Michael 4. Little, Jeffrey 5. Armbruster, Adam 6. Bencal, Matthew 7. Brooks, Nicole 8. Coffey, Jeremy 9. Cooke, Rachel 10. Cooper, Suzanne 11. Crothers, Michael Morton 12. Culbertson, Darcie 13. DeBold, Jennifer 14. Dubey, Mark 15. Duscher, Matthew 16. Elliott, Holly 17. Fitch, Jonathan 18. Fletcher, Donna 19. Foehner, Jamie 20. Folta, Neal 21. Gillis, Devin 1 Case 6:05-cv-06253-CJS-JWF Document 384-2 22. Grella, Adam 23. Huffman, Michael 24. Ireland, Michael 25. Jackson, Daniel 26. Kafara, Stanley 27. Knowles, Brandon 28. Luth, Kyle 29. Loria, Gary 30. Moran, Michael 31. Murray, Brett 32. Pfeifer, Robert 33. Ridgeway, Karina 34. Robinson, Jamonti 35. Suggs, Anthony 36. Townsend, Michael 37. Ventura, Jaime 38. West, Michael 39. Zullo, Kenneth 2 Filed 01/28/11 Page 209 of 255 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 210 of 255 EXHIBIT M UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DSG SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. LIST OF NAMED PLAINTIFFS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. AL AL AL AZ CO CO CO CT CT DE DE FL FL GA GA IL IL IL IL IL Nikita Thomas Terri Jackson Rolanzo Doxie Shawn Lamberty Thomas Mullaney Jared Jones Vanessa Seelaus Eric Strid Kevin Ward Jamie Alfonsi Kelly Quirk Kyle Kennedy Patrick McAlee Melvin Grannum Daniel Kennedy Jennifer Gleason Kevin Bujak Elesha Williams Thad Olson Eric Schmidt DSG DSG Galyan's DSG DSG Galyan's Galyan's DSG DSG DSG DSG DSG DSG Galyan's DSG DSG and Galyan's DSG and Galyan's DSG DSG Galyan's 1 Case 6:05-cv-06253-CJS-JWF Document 384-2 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. IA IA IN IN KS KS KY KY ME MD MD MD MA MA MA MI MN MN MO MO NE NE NV NV NH NJ NJ NJ NY NY NY NY NC NC NC NC OH OH OH OH OH OR PA Tyler Muilenberg Gabriel Hodge (filed as Gabe) Nicole Jones Michael Chatterton Anthony Boyer Robert Walker Summer Guthrie Degeorgio Cosby Nickole Gagne Anthony Dunston III Tomasa Rainey Crystal Hunsicker Raymond Lenahan Heather Skutnik Matthew Bencal Sean Kirt David Lorenz Adam Estrem Jason Mensinger Kathleen Birkenmeier Dannette Stackhouse Karie Bradley Frederick McDonald Christian Broadway Eric Johnston Simone McAdams George Tiesmeyer Sean Mirek Tamara Barrus Carolyn Caulkins Michael D'Agostino Jeffrey Little Joseph Day Linda Brantley Benjamin Rivenbark Bradley Mullis Justin Price Jennifer Fulwider Lee Liguore Tim Bevins Brian Jones Jesse Liebman John Behmke 2 Filed 01/28/11 Page 211 of 255 DSG DSG DSG DSG and Galyan's Galyan's DSG Galyan's DSG DSG DSG DSG Galyan's DSG DSG Galyan's DSG and Galyan's DSG Galyan's Galyan's DSG DSG Galyan's DSG Galyan's DSG DSG DSG Galyan's DSG and Galyan's DSG DSG Galyan's DSG DSG DSG Galyan's DSG DSG DSG DSG Galyan's DSG DSG Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 212 of 255 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. PA PA PA PA PA RI SC SC TN TX TX Matthew Couch Greg Pavlick Jared Pentz Elizabeth Rhodes Jacob Roberts Sean Rowe Stephen Harry James Morgan Jerry Hackler Alexander Cheng Sandra Cornish DSG DSG DSG DSG DSG DSG DSG DSG DSG DSG Galyan's 75. 76. 77. 78. 79. 80. 81. UT VT VA VA WV WI WI Randy Alleman John Brown Edward Wlazlowski Philip Clark Justin Jenkins Kelley Clark Luis Madrigal DSG and Galyan's DSG DSG Galyan's DSG DSG Galyan's 3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 213 of 255 EXHIBIT N UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK TAMARA BARRUS, et al., on behalf of themselves and all other employees similarly situated, No. 05-CV-6253-CJS-JWF Plaintiffs, v. DICK’S SPORTING GOODS, INC., GALYAN’S TRADING COMPANY, INC., EDWARD STACK, KATHRYN SUTTER, WILLIAM COLOMBO, JAY CROSSON, AND LYNN URAM, Defendants. LIST OF 3588 OPT-IN PLAINTIFFS 1. David Rulon Aamodt 2. Megan Christine Aarnio 3. Michael C Abarca 4. John C Abbatiello 5. Jad O. Abbit 6. Sharif Salim Abdal-Aliyy 7. Joey V. Abernathy 8. Drew H. Abney 9. Glen Abraham 10. Dennis A. Ackley 11. Vincente A Acosta 12. William J Adamek Jr 13. Danny Grant Adams 14. Gregory J. Adams 15. Matthew Eric Adams 16. Monet C. Adams 17. Ramon L Adams 18. William J. Adams 19. Dennis M Adams Jr 20. Stefanie Gayel Adams-Wills 21. Dennis Clyde Aderholt Jr 22. Robert C. Adler 23. Tonya Ann Aghas 24. Donald C. Agnew 25. Marion S. Agnew 26. Chajara N Agron 27. Cynthia Aguero 28. Jessica Elizabeth Aguiar 29. Alene D Aguilera 30. Ann Marie Aguirre 31. Mary L. Ahearn 32. Derek K. Ahlborn 33. Thomas P Aidala 34. Danielle Lauren Alain 35. Susan M. Albers 36. Hannah Leigh Albright 37. Alex Bryd Albus 38. Laura Yanewla Alefantis Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 214 of 255 82. Jeremy J Andrews 83. Brentton M. Anness 84. Matthew Steven Anthony 85. Terrence Lorenzo Antoine 86. Maureen Antoniello 87. Walter M. Apfelbaum 88. Michael K. Appiah 89. Cody S. Arabia 90. Nick V. Arapkiles 91. Kristopher M. Arbogast 92. Chad B. Archer 93. Andre Rashaun Archie 94. Danielle Argiro 95. Jason A. Armstead 96. Robert Douglas Armstrong 97. Mitch Jay Arndt 98. Renee Corine Arnold 99. Shaun M Arthurs 100. Timothy P Arvan 101. Robert Stanford Arwine 102. Jonathan Asberry 103. Dave Ryan Ascher 104. Dean S, Ascioti 105. Derek Nikolaus Ash 106. Sean M. Ashby 107. Timothy L Ashley 108. Patricia Ann Askland 109. Rima Asmar 110. Peter Michael Asmuth 111. Dana A. Astin 112. Steve Robert Athman 113. Raelene Attkisson 114. Robert Thomas Atwood 115. Stewart R Aubrey 116. Anthony A. Augusta 117. Craig Allen Augustine 118. Amy M. Aumen 119. Virginia Catherine Aust 120. Rose Marie Autry 121. Jerome J Aviles 122. Kylie K. Ayer 123. Lisa A Azzolina 124. Justin Michael Azzopardi 39. Joseph Anthony Alequin 40. Amy L. Alexander 41. Nicole Marie Alexander 42. Jamie M. Alfonsi 43. Amy Lynn Alford 44. Jennifer A Alford 45. Serona Alford 46. Amra Alicusic 47. Randy L. Alleman 48. Charles Preston Allen 49. Ethan D Allen 50. Henry Allen 51. Jonathan V Allen 52. Justin M Allen 53. Kelley Jo Allen 54. Matthew T. Allen 55. Rachael Virginia Allen 56. William G. Alley 57. Shirley Allison 58. Brandon R Allums 59. Josh Gene Ward Alquist 60. Darryl W. Alston 61. Anthony V. Alvarez 62. Neal Lloyd Alves 63. Alfred W. Alzak Jr 64. Frankie Amador 65. Nicholas V. Amatulli 66. San Juan Larice Ambrose 67. Sarah Rose Ambrose 68. Linda-Marie Ambrosino 69. James Richard Amerson 70. Javdan Amini 71. Justin Ammons 72. Dennis F Amoruso 73. Brian David Anders 74. Branden Valtae Anderson 75. Christine Anderson 76. Erica LaShaun Anderson 77. Jennifer Susan Anderson 78. John R. Anderson 79. Marianne Elizabeth Anderson 80. Sarah Lynn Anderson 81. Tiffaney Rae Anderson NYI- 4343979v1 2 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 215 of 255 168. Rodney D Basinger 169. David Anthony Basom 170. Joseph Mayhew Bassi 171. George M. Bastos 172. Toni Marie Bates 173. Antione Mana Batey Sr. 174. Reginald D. Bathurst 175. John J Battaglia 176. David W. Batten 177. Alicia L. Bauer 178. Brian Patrick Bauer 179. David Scott Bauer 180. Kelsey Marie Bauer 181. Kristin L Beall 182. Danny Tremaine Bean 183. Douglas J Beardsworth 184. Joshua M Beasley 185. David C Beatty Jr. 186. Chad Edward Bechel 187. Cynthia L Beck 188. Renee Marie Beck 189. Margaret E Becker-Kramer 190. Debra Lynn Beckman 191. James T Beckstrom 192. Jessica Lynn Bedell 193. Kelly Rae Beeman 194. Zachary R Behling 195. John P Behmke Jr 196. Jesse James Belanger 197. Justin J. Bell 198. Keith Anderson Bell 199. Randy Bell 200. Ryan Wesley Bell 201. Vanessa L. Bell 202. Leon E Bell Jr 203. Magan Mary Bellamy 204. Kristen Marie Bellog 205. Jesse Benjamin Belter 206. Brian Anthony Beltrani 207. Krystal Claudia Benally 208. Matthew M. Bencal 209. Allison K. Bender 210. Jesse R. Bender 125. Emily A Babiarz 126. Cary Babinec 127. Nathan James Babyak 128. Daniel Baccaro 129. Marc A Bacote 130. Ninos Albert Badalpour 131. Howard Frederick Baer 132. William Leon Bailey, III 133. Thomas R Bain 134. Amanda M Bainbridge 135. Daniel S Bakaric 136. Cortez M. Baker 137. Francis E Baker 138. Roberta R Baker 139. Andrew M. Baldwin 140. Scott R. Baldwin 141. Skyler L Baldwin 142. Jansica Shaklate Ballentine 143. Brandon J Ballentine-Muchicko 144. James R. Bane 145. Kathleen Susan Banks 146. Harter NMN Banks Jr. 147. Richard S. Bankus 148. Jessica J. Banna 149. Alfonso Barajas 150. Jamie L. Barci 151. David Bargholz 152. Richard Eugene Barker 153. Merrill J. Barkett 154. Keith E Barley-Maloney 155. Andrea White Barnett 156. Sarah L. Barnett 157. Jeremy J. Barnhill 158. Michael J Baron 159. J. Michael Barr 160. Steven L. Barr 161. Riley J. Barrett 162. Alphayaya Habib Barrie 163. Travis Allen Barrow 164. Tamara Barrus 165. William Elland Barth 166. Kenneth Barysh 167. Matthew Gordon Barzee NYI- 4343979v1 3 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 216 of 255 254. Elisabeth J. Binder 255. Erika L Binder 256. Christopher G. Binnert 257. Kathleen S Birkenmeier 258. Aaron J Bishop 259. Joshua Bittorf 260. Jason Oliver Black 261. Matthew C Black 262. Brenda L. Blackman 263. Alicia D Blackshear 264. Marc L. Blakeley 265. Alisha Marie Blankebiller 266. Gary Allen Blankenship 267. Jason Andrew Blevins 268. Ashley Elizabeth Blind 269. Jesse Blount 270. Jessica Blystone 271. Jared Danton Bobzien 272. Sharon M Boccacci 273. Kimberly Ann Bodette 274. Craig M. Bodnar 275. Luke James Boehm 276. Geoffrey S. Boffitto 277. Brandie M. Bogdanski 278. Terrence Mark Bogenschutz 279. Peter Bogosian 280. Janice Bohlen 281. Bryan Edward Bohm 282. Stephen Ryan Bolcar 283. Cory R. Bolding 284. Corey Latron Boles 285. Aaron James Bolick 286. Tyler Bolton-Fuhrman 287. Joseph A. Bonds 288. Yvette Bottoms Bonds 289. Charles Joseph Bonefede 290. Stephen John Bonetti 291. Samuel P Bonfiglio 292. Robert F Bongiovanni Jr. 293. Matthew Charles Bonifas 294. Patricia A. Bonneau 295. Jonathan Ross Booker 296. Richard L Boone 211. Michael T. Bengston 212. James E Benites 213. Matthew R. Benjamin 214. Robert A. Benkleman 215. Cherie Renee Bennett 216. Erica M Bennett 217. Jennifer Marie Bennett 218. Marchell R Bennett 219. John Paul J Benoit 220. Amber J Benson 221. Francis M. Benson 222. William Allen Benson Jr. 223. Bradley G Benton 224. Michael T Bents 225. Lynn B Benusa 226. Jason Michael Benway 227. Erin M. Bercik 228. Barbara A. Berg 229. Chris Curtis Berg 230. Tana G. Berg 231. Lawrence J. Bergere 232. John R. Bergeson 233. Mark T Bergfeld 234. Scott F. Bergman 235. Donald Berkshire 236. Christopher Thomas Bermel 237. Ralph Bernieri 238. Ryan Douglas Berry 239. David G. Berry Jr. 240. Mary E. Bert-Hance 241. Stephen Roy Bertolet 242. Brendan Layton Bethel 243. Justin Joseph Bethune 244. Daniel Stanislaw Bevan 245. Timothy Snaffer Bevan 246. James J. Bevington 247. Timothy A. Bevins 248. Michael J Bianchini 249. Richard Andrew Bibelhauser 250. Leah M Biggs 251. Niavell S. Billings 252. Jason Adam Billiot 253. Jake E Bilyeu NYI- 4343979v1 4 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 217 of 255 340. Byron L. Breckenridge 341. John A Breen 342. John Vance Brehon Jr 343. Heather B Brennan 344. Kathy C Brennan 345. Zachary T. Brenner 346. Jared James Brewer 347. Robert E Brewer 348. Albert C Briggs 349. Alfred Briggs 350. Daniel Brigham 351. Eric Brinker 352. Danielle Michelle Brister 353. Denis A. Britenbaugh 354. Demeana Shantae Britt 355. Dennis D. Britton 356. Tameka Britton 357. Cordero Robert Brizzell 358. Darryl Emil Broadnax 359. Christian Lewis Broadway 360. Frank A Brocato 361. David Brockington III 362. Anthony Michael Brogno 363. Nicole M. Brooks 364. Aaron J. Brown 365. Andrew S. Brown 366. Antwan D. Brown 367. Brandan Ray Brown 368. Brandon E. Brown 369. Brittany Lee Brown 370. Chris Robert Brown 371. Earl Lewis Brown 372. Eric M Brown 373. Ernest V. Brown 374. Ethan D. Brown 375. Glenn C. Brown 376. Jennifer Lavale Brown 377. Jerome Lamar Brown 378. John Anthony Brown 379. Katina Brown 380. Kevin Brown 381. Lauren Whitney Brown 382. Martha R. Brown 297. Steven A Borchik 298. Adam S. Borger 299. Jordan M Boris 300. Brian James Boroff 301. Kevin L. Boseman 302. Patricia Miller Boseman 303. Rhonda J Bostler 304. Jo Ellen Boswell 305. Benjamin J Botanel 306. Daniel Robert Bott 307. Robert A. Bott 308. Sheila Faye Bowden 309. Delino C. Bowe 310. Alfred Andrew Bowen 311. Luther Truman Bowens 312. Eddi Bowers 313. Randall M Bowers 314. Steve Charles Bowers 315. Gene M. Bowles 316. James F Bowles 317. Kenneth Jacob Bowlus 318. Caylynn R. Bowman 319. Rajaughn D Bowser, Sr. 320. Marion A Boyce Jr 321. Chelsey L Boyd 322. Darrall E Boyd 323. Anthony N Boyer 324. Brian A. Brace 325. Vanda Nichole Bradberry Webb 326. Karie Marie Bradley 327. William A Bradley 328. Carrie L Brady 329. Jamie E Brady 330. Kathy Braidwood 331. Gracie L. Branch 332. Joshua Brandau 333. Chet Adam Brandon 334. Ashley Marie Brandt 335. James C Branham Sr 336. Linda Janine Brantley 337. Candace Marie Braskich 338. Jan Willem Brassem 339. Nicole M. Brayton NYI- 4343979v1 5 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 218 of 255 426. Michelle Faith Burns 427. Richard H Burrill JR 428. Michele Nichole Burry 429. Christina M. Burwell 430. Mark E Busch 431. Shannon Michelle Bush 432. Zachary Bussey 433. Richard Bustruc 434. Jess E Butcher III 435. Stephanie J Buth 436. James Joseph Butler 437. Lindley E. Butler 438. Brandon S Button 439. Elizabeth Ann Bywater 440. Sean Michael Cabral 441. Zachariah Cadena 442. Erick Scott Caffarello 443. Alexandra G. Caffrey 444. Cynthia M Cahall 445. Daniel Cahill 446. Andrew Henry Cairns 447. Adrienne M. Calderon 448. Lindsay S Caldonetti 449. Andrew P. Caldwell 450. Donna L Caldwell 451. Krystal Marchelle Caldwell 452. Calvin Renee Calhoun 453. Latasha Lenise Calhoun 454. Kristen L. Callahan 455. Elisha Marie Calva 456. Lynne E Calvin 457. Ryan Camber 458. Elizabeth A. Camp 459. Antonio Donnell Campbell 460. Jacob Daniel Campbell 461. Kalen Douglas Campbell 462. Lynn M Campbell 463. Maurice D Campbell 464. Quinton F Campbell 465. Jennifer M. Campos 466. Marisol Canchola 467. Michael Joseph Candolora 468. Matt M. Canich 383. Nicholas John Brown 384. Nicole Neshelle Brown 385. Ryan C. Brown 386. Shelby M Brown 387. Steven D. Brown 388. Philip Ceasar Brown Jr 389. Justin T. Browne 390. Craig Darrly Brownfield Jr. 391. Leilani Naomi Browning 392. Derek A Brownlee 393. Nicholas E Brubaker 394. Solomon L. Brumbaugh 395. Matthew Kent Brunner 396. Lamont A. Bryant 397. Dinah Buchanan 398. Joseph C. Buchanan 399. Lindsey Marie Buchanan 400. Jennifer R Buchhorn 401. Todd Robert Buck 402. Chanelle N Budnik 403. Zachary K. Buendia 404. Mary M. Buffie 405. Michael J Buglione 406. Daniel Joseph Bugner 407. Julia Beatrice Buie 408. Kevin Michael Bujak 409. Charles W. Bullard 410. Ashley Leigh Bullett 411. Courtney R. Bullock 412. Jerry G. Bumpers 413. Peter Bun 414. Jessica M. Burba 415. Michael E. Burel 416. Jessica Louise Burk 417. Matthew James Burke 418. Jason R Burkett 419. Eduardo Burkhart 420. Evan Michael Burnett 421. James Burnett 422. Jonathan Burnett 423. Angie Denea Burnette 424. Brenda Marie Burns 425. Gerald M. Burns NYI- 4343979v1 6 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 219 of 255 512. Kevin W. Caylor 513. Sandra Marie Ceimet 514. Michael Alen Center 515. Brent A. Chadwell 516. Nancy Elizabeth Chaffin 517. James Patrick Chaisson 518. Shubhashis Chakravarty 519. Joel R. Chalifoux 520. Maurice Chambers 521. Mahair R. Chamout 522. Nancy Guthrie Chancey 523. Chuma K Chapman 524. Eric Lee Chapman 525. Jennifer J Chapman 526. Karen Louise Chappell 527. Jason Gary Charles 528. Seth T. Charlton 529. David C. Chase 530. Eleni Fox Chase 531. Michael Larry Chastain 532. Tessa Chastanet-Holder 533. Robert L Chatman 534. Michael Jon Chatterton 535. Marcus James Chattman 536. Concepcion Chavez 537. Janine Chechanover 538. James Robert Cheek 539. Joseph E. Chely 540. Alexander L Cheng Jr 541. Jyh-Huei Chern 542. Audrey F Chester 543. Lance Aaron Chichester 544. Travis D. Childress 545. Eric Michael Chmiel 546. Chris E. Choe 547. Scott Allen Chrismer 548. Jessica Lynn Christ 549. Marvin N Christian 550. Shannon LaFaye Christian 551. David I Christmore 552. Louise Christopher 553. Lucas Cain Christopherson 554. Michael Chrzanowski 469. Michael B Canjar 470. Sean P. Cannon 471. Patrick R Cappa 472. Michael Carl Caputo 473. Sandy P. Caraccio 474. Michael Louis Caracio 475. James H Carey 476. John Matthew Carey JR 477. Sean G. Caris 478. John C. Carlson 479. Justin William Reed Carlson 480. Robert G. Carlson 481. Nic Adam Carmosino 482. Angela M. Carnes 483. Kevin J. Carney 484. Charles Theodor Carp 485. Brandie C. Carpenter 486. Tom E. Carr 487. Brett Michael Carroll 488. Thomas F. Carroll Jr 489. Nicolas Leigh Cartelli 490. Ashley LaQuittia Carter 491. David Ryan Carter 492. Doug Carter 493. James William Carter 494. Tara S. Carter 495. Craig J. Carvalho 496. Matthew T. Carvalho 497. Scott Carver III 498. Nicholas Alexander Case 499. Brian Eugene Casey 500. John R. Casey 501. Leonard LaMarr Casey 502. Jacob David Castelli 503. Veronica Cristina Castillo 504. Cynthia Ida Castle 505. Kristal Allison Castle 506. Brad A. Catale 507. David Lowell Caterisano 508. Jennifer Lee Catton 509. Carolyn Caulkins 510. Dana L. Cauthen 511. Shonda L Caviness NYI- 4343979v1 7 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 220 of 255 598. Martin Anthony Cocorikis 599. Elizabeth Marie Coelho 600. Marshall Tyrone Cogdell 601. Justin David Colamarino 602. Justin Tyler Colby 603. Brian Gregory Cole 604. Cee Cee L Cole 605. Christopher Cole 606. Gwen Sue Cole 607. Luke Joseph Cole 608. Patrick M. Cole 609. William L. Cole 610. Brooke Allison Coleman 611. David J. Coleman 612. Gary Don Coleman 613. Marvin Dwayne Coleman 614. Bobby Lee Colling 615. Brian Courtney Collins 616. Nichole D. Collins 617. Staci L. Collins 618. Larry B. Collins Jr 619. James John Colon 620. Ben K. Colvin 621. James Comley 622. Shana M Conde 623. Lindsey Dawn Conklin 624. Michael A Conlon 625. Larry E Conner 626. Paul Richard Conners 627. Erin S. Connett 628. Hilary Lynn Connett 629. Brandon Joseph Connolly 630. Robert Paul Connolly 631. Matthew L. Conover 632. Matthew A. Conrad 633. Megan L. Conrad 634. Ryan Conroy 635. Mark S. Contos 636. Brian Conway 637. Adam M Cook 638. Michelle Cook 639. Daniel Andrew Cooley 640. Sarah N. Cooley 555. Paul Chung 556. Corey G Church 557. Caleb James Churchill 558. Paul Henry Chyler 559. Mike J Cifelli 560. James A. Cilley 561. Drew Anthony Cioffi 562. Ryan N. Cirignano 563. Crystal Reimal Cisco 564. Kimberly A. Citta 565. Mark O. Ciuk 566. Andrew J. Civinelli 567. Kevin-Michael Peter Clapp 568. Matthew Ray Clapp 569. Andrew David Clark 570. Courtney J. Clark 571. Edward Joseph Clark 572. Jamison Antuan Clark 573. Joseph A Clark 574. Kelley M Clark 575. Melinda R. Clark 576. Michael R. Clark 577. Mitchel Thomas Clark 578. Philip K. Clark 579. Rebecca Louise Clark 580. Richard Anthony Clark 581. Ronald David Clark 582. Erin M. Clayton 583. Mark Clayton 584. Charles Clear 585. Luke D. Clements 586. Shawn Ryann Clendenon 587. Jasmine L Cleverly 588. Ryan Patrick Clifford 589. Jared James Climer 590. Shawn Lee Clisby 591. Alice-Jane Close 592. Daniel Luke Clubine 593. Gary L. Coates Jr. 594. Danny Coble 595. Anthony T. Cochran 596. Dreama Marie Cochran 597. Zachary Dean Cockerham NYI- 4343979v1 8 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 221 of 255 684. Brian Christopher Cram 685. John E Crane 686. Patricia J Crawford 687. Fred Crawford III 688. William Crawford Jr 689. Ronald Crayton 690. Louis J Creamer 691. Jessica L. Creller 692. David M. Crenshaw 693. Matthew Criscuolo 694. Danny R. Crites 695. James A Crocco Jr 696. Jamie Lynn Crockett 697. Kaysha Marquida Crockett 698. Philip Truman Crone 699. Megan Eileen Croom 700. Sara Marie Croshal 701. Tracy Ann Cross 702. Jennie M. Crouse 703. Evan L. Crum 704. James M Crunk 705. Isis Cruz 706. Matthew E Cruz-Luyanda 707. Tiffany Rose Csaszar 708. Susan Lynn Cuellar 709. Richie Cuevas 710. Aaron W. Culbertson 711. Breana Rosalee Cullen 712. Tracy A. Cumber 713. Robert L. Cummings 714. Sean Cummings 715. Jeffrey R Cummings Jr 716. Lashauna Marie Cunningham 717. Anthony A Cupello 718. Ronald F Curcio 719. Christopher D. Curiale 720. William Curran 721. Michael T. Curry 722. Ricardo Dacosta 723. Mike D'Agostino 724. Dana L Dahl 725. Gabriel Jonathan Dahl 726. Eugene A Dahlbacka 641. Anthony D Cooper 642. Brandy Jean Cooper 643. Brian A. Cooper 644. Jere' M. Cooper 645. Kyle J. Cooper 646. Maxine Ren'e Cooper 647. Sherry L Cooper 648. Suzanne Mae Cooper 649. Tia Cooper 650. Youree P Cooper 651. Brent A. Coppess 652. Michael Salvatore Cordaro 653. Melissa Cordova 654. David D. Cornelison 655. Edward J Cornelius 656. Michael D. Cornelius 657. Jacqueline M. Cornish 658. Sandra Kay Cornish 659. Herman L. Cornist 660. Paul R Cornwell 661. Thomas P. Corrar 662. Glen Louis Corsetti Jr. 663. John A Corso Jr 664. Gregory Bert Cortese 665. Degeorgio Cornell Cosby 666. Christina C Coscia 667. Brandon M. Costa 668. Nicolas A Costa 669. Tyler Patrick Costello 670. Krystal Lee Costigan 671. Alecia M. Cotes 672. Daniel D. Cotton 673. Theresa Grace Cottone 674. Matthew J. Couch 675. Melissa A. Covey 676. Aubrey E. Cox 677. Dillon T. Cox 678. Oma-Sue Lacreasha Cox 679. Mark Edward Coyle 680. Emily Crabtree 681. Courtney Craig 682. Daniel N Craig 683. Martha Rebekah Craig NYI- 4343979v1 9 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 222 of 255 770. Eric A. Day 771. Joseph L. Day 772. Samantha K. Day 773. Timothy W Day 774. Christine De Guzman 775. Dennis Lee Dean 776. James G. Dean Jr 777. Michael Wayne Deboe 778. Jennifer Lynn Debold 779. John Paul Debrito 780. Benjamin Thomas Decatur 781. Micah D. Defibaugh 782. David Alan Degarmo 783. Jacob M Deghand 784. Marcus A. Dekeyser 785. Samantha H. Delaney 786. Roman C. Delany 787. Zachary James Delaruelle 788. Eric Robert Delary 789. Rene P Delavarre 790. Marquint R. Delk 791. Audrey Deloney 792. Cyntia Delva 793. Mike S. Demarsico 794. Nicole Noel Demeter 795. Aimee Lynn Dempsey 796. Jeffery D Dempsey 797. David R. Demusz 798. Marcus R. Dennis 799. Christopher David Dent 800. Clayton Dent Jr 801. Steve C. Denton 802. Linda A Denucci 803. Milton Ross Depriest 804. Christopher C. Derby 805. Sherley Derilus 806. James Deselich 807. Steven John Desmond 808. Samuel Desmond III 809. Joel M Detty 810. James Daniel Devault Jr 811. Robert Anthony Devincent Jr. 812. Chelsey L. Devine 727. Omar Dajani 728. Darius Lamar Dale 729. Angela Mary D'Alessandro 730. Brian Patrick Daly 731. Robert S. Daly 732. Richard Vincent D'Amato 733. Catherine E Dame 734. Jaclyn N. Daniel 735. Troy Austin Daniel 736. Vince P Daniele 737. Julie M Daniels 738. Katie R Danula 739. Romani R. Darden 740. Susan E. D'Arrigo 741. Christopher Daruszka 742. Amanda L. Daugherty 743. Brandy Marie Daugherty 744. Mike P. Daugherty 745. Antoine J. Davenport 746. Michael J Davey 747. Alexander J Davidson 748. Brad B. Davidson 749. Mark R Davidson 750. Arthur Craig Davis 751. Daniel Keith Davis 752. Durrell A Davis 753. Jason Paul Davis 754. Kimberly Christine Davis 755. Louis A Davis 756. Mark W. Davis 757. Markest Orlando Davis 758. Marquis Andrew Davis 759. Matthew R. Davis 760. Michael Edward Davis 761. Mike J Davis 762. Patrick M. Davis 763. Peter Davis 764. Scott L. Davis 765. Spencer Cole Davis 766. Toya Tomeecka Davis 767. Christopher Robert Dawson 768. Gabrielle Martina Dawson 769. Jeremy Dawson NYI- 4343979v1 10 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 223 of 255 856. Mark F Domenick 857. Janelle M Donahue 858. Brent R. Donhauser 859. Jason Paul Donnelly 860. Katherine A. Donovan 861. Thomas Patrick Dooley Jr 862. Duvane A. Dorsey 863. Michele Dougherty 864. Cindy L. Douglas 865. Jessica Douglas 866. Matthew K Douglas 867. Patrick J Douglas 868. Valerie Dychie Douglas 869. Kristoffer E. Doura 870. Robert T Dowell 871. William M. Dowling 872. Brian J. Downey 873. Kaitlin M. Downey 874. Rolanzo Demond Doxie 875. Elizabeth J Doyle 876. Peter V. Doyle 877. Shawn Doyle 878. Gary B. Dozier 879. Brandi Michele Dragoo 880. Andrew N Drake 881. Patsy J Dravecky 882. Melissa J. Dresen 883. Brandon W. Dressel 884. Erik Thomas Drumm 885. Shane P Drury 886. Daphne Dubose 887. Michael C. Dubose 888. Jessica Lei Dudash 889. Brad Robert Duffy 890. William Duke 891. Ben L. Dunbar 892. Dennis N. Duncan 893. Dylan Duniho 894. Andre J. Dunn 895. Shanice L. Dunn 896. Anthony Earl Dunston II 897. Christy C Duran 898. Jordan M. Duran 813. Kyle N Devine 814. Joe J. Devito 815. David W. Devoe 816. Stephanie M DeWolf 817. Tanner J Dewolf 818. Miles Chadwick Dhuey 819. Leonard Lawrence Diaddario III 820. Cara M. Diblasi 821. Paul R. Dickel 822. Amber C. Dickerson 823. Carmela Lea Dickson 824. Paul Wallace Dickson Jr. 825. Craig S. Diegel 826. Garrett K. Dietzel 827. John M. Dignan 828. Clarence Kent Dilcher 829. Jessalyn Kelly Dimanno 830. Joseph Dimasi 831. William James Dimon 832. Nicholas Robert Dingle 833. Garrett John Dinicola 834. Charles Dino II 835. Derek Matthew Dipietro 836. James Michael Dirienzo 837. Valerie A Distel 838. Andrea M. Diterizzi 839. John Paul Ditocco 840. Timothy D. Dix 841. Jason Lee Dixon 842. Lakisha Charee Dixon 843. Tina Marie Dixon 844. Veronica E. Dixon 845. Howard Earl Dixon III 846. Alfred Chuck Doan Jr 847. Tiffany M Dobbins 848. Laura Jean Dobos 849. Catherine Denise Dobson 850. Cameron R. Dockerty 851. Matthew Woruk Dolan 852. Robert F. Dolan 853. Courtney LaWade Dollison 854. Ashley Dolson 855. Adam Doman NYI- 4343979v1 11 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 224 of 255 942. Eric T. Emerson 943. Lauren Michelle Emmerson 944. Brian Joseph Engel 945. Zach J. Engelking 946. David F England 947. Louis Enriquez Jr. 948. John P Entwistle 949. John A Epley II 950. Angela M Epperly 951. Kenyatta McBeth Epps 952. Daniel Ryan Ericksen 953. James V. Escher 954. Eric R Esparza 955. Robert Espinal 956. Jose E. Espinosa 957. Glenn Allen Essenberg 958. Mery Lisa Estrella 959. Adam T. Estrem 960. Chelsie Lynn Ettel 961. Paul M. Eulner 962. Brian J. Evancho 963. Jacquelyn E Evans 964. Jerome G Evans 965. Jerry Erwin Evans 966. Kelby Marquis Evans 967. Jennifer N. Evans-Fehr 968. Gregory A Evantash 969. Jon Travis Everhart 970. John M Exley 971. Drew L Eyman 972. Nathaniel S. Faison 973. Benjamin R Fajkowski 974. Eric Jame Falletich 975. Benjamin E Fallon 976. Jonathan Michael Fansler 977. Richard Charles Faria 978. Nate Joseph Faricy 979. Diane B. Farkas 980. Michael Joshua Farkas 981. Christopher Scott Farmer 982. Lauren Brooke Farmer 983. Justin C. Farnum 984. Theodore Joseph Farrell 899. James Stacey Durden 900. Sarah C. Durdle 901. Karlene G Durham 902. Devell Durham III 903. Nicole A. Durrenberger 904. Christopher Eugene Durrett 905. Matthew Patrick Duscher 906. Paul Dusney 907. Daphney Duterlien 908. William L Dwyer 909. Samantha Joan Dykstra 910. Alexandra N. Eagle 911. Kyle Michael Eakins 912. Kelly A. Easton 913. Andrew A Echols 914. Andrew N Eder 915. Phillip Michael Edlemon 916. Andrea R Edwards 917. Courtney D Edwards 918. Frank Charles Edwards 919. Vivian Ann Edwards 920. Zach Tyler Edwards 921. Larry J. Edwards Jr 922. Dana Melissa Ehrenkrantz 923. Jonas R Eichelberger 924. Krista Kay Eilers 925. Andrea Lynn Eischen 926. John Andrew Eiseman 927. Janet Elbert 928. Cody J Elfring 929. Angel Geovanny Elias 930. Ryan S Elkins 931. William J Eller 932. Benjamin William Elletson 933. Matthew Paul Ellgen 934. Phillip Gregory Ellick 935. Roger E. Ellin 936. Brandi Tine Ellington 937. Alecia Dawn Elliott 938. Brian Elliott 939. Aaryn A Ellsworth 940. Christina Karenee Elmore 941. Terry L. Elson NYI- 4343979v1 12 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 225 of 255 1028. Alan Paul Fiorini 1029. Douglas Fisher 1030. Tarik S Fisher 1031. Melvin Eugene Fisher, III 1032. Richard E. Fitzsimmons 1033. Jacquilyn Mary Louise Flack 1034. Tiana D. Flanery 1035. John J Fleischmann III 1036. Todd Michael Fleming 1037. Valerie Elizabeth Fleming 1038. Daniel Fletcher 1039. Felicia A Flick 1040. Tom Flores 1041. Hugo A. Flores Jr 1042. Bernard Flucke 1043. Jeannie Flynn 1044. Ryan Andrew Fogelgren 1045. Kenneth J. Folkoff 1046. Gregory C Folmsbee 1047. Thomas Anthony Foos 1048. Kenneth Jerome Ford 1049. Natasha N Ford 1050. Steven Todd Ford 1051. Tamara Y. Ford 1052. Carl Jeffrey Foreman 1053. Cassandra A. Forest 1054. Holly Forman 1055. Matt Charles Forshey 1056. John B Fortes Jr. 1057. James K. Foshee' 1058. Sarah Louise Foss 1059. Catherine E Fossett 1060. Ca'Tasha Monique Foster 1061. Michael J. Foster 1062. Milton Lee Foster 1063. Angelo Fouras 1064. Stephen K. Foust 1065. Candace A Fox 1066. Jake William Fox 1067. Shavonna Y Fox 1068. Stephen B. Fox 1069. Jean M. Francione 1070. John Charles Francis 985. Richard F Farris 986. Rebecca Mae Farwell 987. Brad T. Faue 988. Nathan Sidney Faue 989. Gregory Stuart Faulk 990. Jacob C. Favazzo 991. Mark B. Favreault 992. James Joseph Faysal II 993. Lisa K. Fazio 994. Micheal Thomas Fearin 995. Jarrod Allen Fecich 996. Lynn Marie Fedon 997. Terence Feeney 998. Michael I. Feldman 999. Joaquin E Feliciano 1000. Jeff Jordan Fender 1001. William Fera 1002. Robert Anthony Ferguson 1003. Candace H Ferina 1004. David Manuel Fernandez 1005. Erica Fernandez 1006. Michael A Fernandez 1007. Michele R Fero 1008. Mindi Nicole Ferrari 1009. Theresa M Feucht 1010. Joseph R. Feyereisn 1011. Holly Ann Fiala 1012. Michael S Fickert 1013. Michael Patrick Field 1014. Ashley R. Fields 1015. Shakesha I Fields 1016. Shaneese Meona Fields 1017. Amber L. Fiers 1018. James L. Fillman Jr. 1019. Eileen S Finch 1020. Kathryn J Finch 1021. Seth Edwards Fingerman 1022. Stephanie Lee Finkelstein 1023. Michael Murray Finnegan 1024. Charmaine M Finney 1025. Frederick Maruice Finney 1026. Genia Marie Finney 1027. Christopher M Fiorillo NYI- 4343979v1 13 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 226 of 255 1114. Ernest James Gales 1115. Eric Donovan Gallardo 1116. William E. Galloway 1117. Michael R. Gallucci 1118. Nika Galvez 1119. Ian Gammon 1120. Warren Odell Ganues 1121. Alex J. Garcia 1122. Brittany L Garcia 1123. Christopher M Garcia 1124. Amanda Laree Gardner 1125. Chris S. Gardner 1126. Paul G Gardner 1127. William F. Gardner 1128. Olin Thomas Garneau 1129. Kajuana Maella Garner 1130. Micah I Garner 1131. Mushunda Dwaynia Catrell Garrett 1132. James L. Garver 1133. Alex Garza 1134. Brian Charles Gaskill 1135. David L Gaught 1136. Shaun M. Gauthier 1137. Jacob J. Gawrys 1138. Michael Gaydas III 1139. Shane Phillip Gaynon 1140. Dawit Gebretensae 1141. Robert P. Geddes 1142. Lovens Gedin 1143. Barbara Geiler 1144. Jelaine M Geml 1145. Jason M. Gendron 1146. Joseph K Gentile 1147. Colleen L George 1148. Daniel Christopher George 1149. Gerald M George 1150. Leah C. George 1151. Michele L. Geragotelis 1152. Joshua S Gerber 1153. John Donald Gerrich Jr 1154. Christi A Gibbs 1155. Lisa Marie Gibbs 1156. Jetter Paul Gibson 1071. Alan G Frank 1072. Stephen E. Frank 1073. William De'Vou Franklin 1074. Collin Patrick Franti 1075. Joseph R Fratto 1076. Cynthia Frazier 1077. Desiree Nicole Frazier 1078. Sean Andrew Frech 1079. Aaron James Fredericy 1080. Sherri L. Fredrick 1081. Brooke Deborah Freeman 1082. Matthew H. Freeman 1083. Patrik Allen Freeman 1084. Dawn M. Frenzel 1085. James R Fretwell Jr 1086. Michael B Fridh 1087. Matthew J Friel 1088. Clayton Matthew Frister 1089. Stephen Adam Fritz-Clagett 1090. Phil Frommeyer 1091. Eric D Frontiera 1092. MaryAnne Fry 1093. Christopher R. Fuchs 1094. Daniel William Fuerstenberg 1095. Craig H. Fuhrmann 1096. Leslie Fulenwider 1097. Paul M Fullerman 1098. Jennifer E. Fulwider 1099. Najah F Funches 1100. Karissa Lynn Funkhouser 1101. Antonella M. Fusco 1102. Jessica K. Futrell 1103. Michael J Futrick 1104. Nicholas Anthony Gaba 1105. Adam James Gabrault 1106. Edward W. Gacek Jr 1107. Isiah Ronald Gadsden 1108. Stacey-Ann Gagliardi 1109. Nickole A Gagne 1110. Katherine Evelyn Gagnier 1111. Jacqueline Denise Gaines 1112. Karen A. Gainey 1113. Patricia JoAnn Gale-Holland NYI- 4343979v1 14 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 227 of 255 1200. Charles Stephen Gooch 1201. Frank Gooden Jr 1202. Chris T. Gooding 1203. Casey J Goodman 1204. Caitlin Goodrich 1205. Chris Andrew Goodrich 1206. Ryan S. Gordon 1207. Stacyann R. Gordon 1208. Regina C. Gorr 1209. Vladimir N. Gorshkov 1210. Andrew Gotlieb 1211. William Foster Gottschalk 1212. Bryan C Gould 1213. Naomi Gould 1214. S. Dennis Gourley 1215. Joshua M. Goyet 1216. Brian C Graham 1217. Daniel Ellwood Graham 1218. Melissa L Graham 1219. Yolanda Graham 1220. Joshua T Graley 1221. Christopher Granados 1222. Ronald Grandjean Sr. 1223. Melvin A Grannum 1224. Nicole Grant 1225. Shemikia W Grant 1226. Dennis James Grant Jr 1227. Archie E. Gray 1228. Joshua T Gray 1229. Charlie R. Graziano 1230. Carlton Keith Green 1231. Kevin Kawon Green 1232. Kwame Kitaka Green 1233. Regan A. Green 1234. Brian G Greenberg 1235. Scott M Greenberg 1236. Emma Leigh Greene 1237. Justin T. Greene 1238. Ryan Jordan Greening 1239. Carl Scott Greenlee 1240. Marcel L Greenwood 1241. Joseph G. Greer 1242. Michelle Denise Gregg 1157. Michael A Gielarowski 1158. Jacqueline Anne Gierum 1159. Stephanie A. Gigliotti 1160. Brian Thomas Gildea 1161. Dominic J Gilham 1162. William Gilkison 1163. Krystle Dawn-Marie Gill 1164. Jordan Parrish Gillespie 1165. Leeann Rene Gillespie 1166. Robert James Gillespie 1167. David Michael Gilligan 1168. Ryan J Gilligan 1169. Devin Andrew Gillis 1170. Travis A Gilmore 1171. Hurley J Gilpin 1172. Michael A Gimmi 1173. Fawn Girard 1174. Damion E Girten 1175. Roshanna E Givan 1176. Laura J. Gizicki 1177. Willondra Lareese Gladden 1178. Vladislav Gladkikh 1179. Jason L. Glaser 1180. Donald Joe Glass 1181. Jennifer J. Gleason 1182. Scott William Gleason 1183. Adam Blair Gleim 1184. Amanda Renee Goblesky 1185. David A. Godafa 1186. David Edward Godfrey IV 1187. Brian Goetz 1188. Curtis William Goffinski 1189. Margaret D Goggans 1190. Josh E Gold 1191. Jonathan R Goldsmith 1192. Joel Henry Goldstein 1193. Jessica Marie Goley 1194. Charlene M. Gomez 1195. David Allen Gomez 1196. George Gomez 1197. Tina Marie Gomillion 1198. Joseph J. Gonzalez 1199. Luis J. Gonzalez NYI- 4343979v1 15 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 228 of 255 1286. Sean Patrick Haffey 1287. Marvin Lee Hagar 1288. William C. Hagge 1289. Jessica Ariel Hagmeyer 1290. Lindsay Ann Haidinger 1291. Samuel Haile 1292. Irene Beatrice Hairston 1293. Taynia L. Hairston 1294. Clint J Hajdu 1295. Barry H. Hall 1296. Charles A Hall 1297. Christopher Lowell Hall 1298. Deshawn Hall 1299. Douglas V. Hall 1300. Nathaniel W Hall 1301. Schawn A Hall 1302. Shawn K. Hall 1303. Anthony Robert Hallinan 1304. Delon Naki Halloway 1305. Coleman Lee Hambleton 1306. Dale Scott Hamilton Jr 1307. Lauren W. Hammel 1308. Keith D Hammersmith 1309. James M. Hammond 1310. Timothy Lewis Hammonds 1311. Alease Hampton 1312. Louis Albert Hampton III 1313. Heith A. Hamrick 1314. Maurita I Handelman 1315. Christine A Handy 1316. Richard L Haneline 1317. Dennis C Haney 1318. Richard T Hanke 1319. Michelle Ramsey Hanks 1320. Brad Andrew Hanna 1321. Meagan C. Hardiman 1322. Cassie J Hare 1323. Kelly Rene Hare 1324. Benjamin Cross Harges 1325. Jessica K. Hargett 1326. Samantha Nicole Harold 1327. Cody J. Harper 1328. Larry D. Harper 1243. Taylor A Gregg 1244. Brandon Lee Gregory 1245. Kenneth S Gregory 1246. Sherie Gregory 1247. Adam M. Grella 1248. Jason C Grembowicz 1249. William R. Greune 1250. John A Grieger 1251. David W. Griffin 1252. Debra R Griffin 1253. Kristopher Laquan Griffin 1254. Margaret A. Griffin 1255. Joseph Eugene Grimmett 1256. Marissa Denise Groce 1257. Heidi Lynn Grogno 1258. Aaron Richard Groh 1259. Thomas A Grohs 1260. Phillip George Groom 1261. Frank D Grossman 1262. Joseph H. Grudinsky 1263. Christopher Lane Grulick 1264. Benjamin J. Grunbaum 1265. Steven R. Grzebyk Jr. 1266. Chris Peter Gudrais 1267. Carl A. Guillaume 1268. Lola M. Guillen 1269. Alexandra Lauren Gulino 1270. Stewart M Gulyes 1271. Heather Marie Gundy 1272. Lucrecia S. Gunn 1273. William Glen Gunnell 1274. Steven P Gura 1275. Jennifer Lynn Gurecki 1276. Faisal Gurwala 1277. Jennifer L. Guthrie 1278. Summer L. Guthrie 1279. Richard Louis Gutierrez 1280. Douglas Craig Haarstad 1281. Jason G Haas 1282. Jerry Shane Hackler 1283. Christopher Hadley 1284. Suanne K Hadley 1285. Judy M Haefner NYI- 4343979v1 16 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 229 of 255 1372. David Eugene Hazlett 1373. Carolyn T. Headlam 1374. Rebecca A. Hearnes 1375. Zachary Rossman Heath 1376. Joseph Dennis Hebert 1377. Justin A. Hebert 1378. Sean P. Hebert 1379. Andrea Linn Heck 1380. Daniel Heckman 1381. Sarrah Hedgecock 1382. Travis Lee Hedlund 1383. Ben D Heflick 1384. Benaiah David Heise 1385. Elena Sara Hekimian 1386. Chelsea Jean Helgason 1387. Mark Christopher Heling 1388. Kenneth Lane Heller 1389. Racheal Nichola-Maria Heller 1390. Elizabeth C. Helm 1391. Matthew Clark Heminway 1392. John Samuel Hemlepp 1393. Kristerpher J. Henderson 1394. Jason E Hendrix 1395. Justin D. Henning 1396. Tiffany Lamar Henning 1397. Brian P Henry 1398. Nicole Lynn Henry 1399. Trevor L. Henry 1400. Marissa Ann Herald 1401. Ryan W.G. Herald 1402. Brandi Marie Herbert 1403. Brandon Herbert 1404. Ericka Deeondra Herd 1405. Krystin L Heredia 1406. Wendy L. Hernandez 1407. Eugene P Herre 1408. Jae Tyler Herren 1409. Gregory M. Herrman 1410. Eric A.J. Herron 1411. Thomas A. Hertlein 1412. Billie J. Hibbits 1413. Michael Jerome Hicks 1414. Davina P Hiett 1329. Jason Edward Harrington 1330. Amanda Sue Am Harris 1331. David Alan Harris 1332. Jonathan M Harris 1333. Kimberly D. Harris 1334. Lacy Nicole Harris 1335. Mark Everette Harris 1336. Matthew Thomas Harris 1337. Matthew Daniel Harris 1338. Stephanie M Harris 1339. Timothy J. Harris 1340. Victoria Helen Harris 1341. Nathaniel Harris IV 1342. Leslie L Harrison 1343. Rhonda LeAnne Harrison 1344. Stephen Arthure Harry 1345. Dennis Hart 1346. Elizabeth Hart 1347. Daniel Thomas Hartery 1348. Julia Ann Hartman 1349. Thomas A. Hartman 1350. James Alexander Hartzell 1351. Charles E Hartzman 1352. Vanessa Anne Harvey 1353. Leonard Harvey Jr 1354. Brian D Hasek 1355. Margaret Haslett 1356. Marilyn Denise Hasty 1357. Michael P. Hatalowich 1358. Heather Michelle Hatfield 1359. Kelly M. Hatridge 1360. Jenny L. Hatz 1361. James L Haugen Jr. 1362. Charles Michael Haugstad 1363. Steven Alan Hauptman 1364. Casey William Hawk 1365. Samantha A. Hawk 1366. Fred Allen Hawksley 1367. Melissa R Hawley 1368. Jessica K. Hayes 1369. Sandra Jeanette Hayes 1370. Joseph D Hays 1371. Randy Leon Hays NYI- 4343979v1 17 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 230 of 255 1458. Ronald A. Hooks Jr. 1459. David Kenneth Hoolahan 1460. Glenn Thomas Hooper 1461. Andrew C. Hoover 1462. Patrick Henry Horan 1463. Jennifer L. Horn Steele 1464. Matthew T Horton 1465. Tyler Houghton 1466. David Brian House 1467. Jennifer Lynn House 1468. David J. Houts 1469. Darren Lamont Howard 1470. Devin B. Howard 1471. Miisha Lavette Howell 1472. Timothy R. Howland 1473. Jessica Lynn Hoyt 1474. Mandy Leigh Hubbard 1475. David P. Huber 1476. Maureen Elizabeth Huber 1477. Karl E Huch 1478. Tara M. Hudak 1479. Timothy L. Hudak 1480. Shameka Denise Hudgins 1481. Douglas Raymond Hudson 1482. Jennifer D Hudson 1483. Brandon J Huff 1484. Cheryl L. Huff 1485. Michael Huffman 1486. Carlos C. Hughes 1487. Carlton J Hughes 1488. Jason B. Hughes 1489. John R. Hummel 1490. Crystal Anne Hunsicker 1491. Aaron Mark Hunt 1492. William Lee Hunt 1493. Ashley Brendall Hunter 1494. Jeffrey M Hunter 1495. Jeremy J Hunze 1496. Justin M. Hupp 1497. Robert C. Husarik 1498. Morningstar Hutchinson 1499. Jeremiah James Huth 1500. Matthew Michael Hyde 1415. Michael Justin Higbie 1416. David Michael Higgins 1417. Erik R. Higgins 1418. Matthew Higgins 1419. David Hilborn 1420. Matthew Erich Hildebrand 1421. Caroline S Hildebrand (Coffee) 1422. Eric Richard Hile 1423. Benjamin Thomas Hill 1424. Darryl D Hill 1425. Keri Marie Hill 1426. Nicholas Mahlon Hilton 1427. Tamae L Hinds-Garvey 1428. Derrick Tyree Hinton 1429. Roger L Hipp 1430. Christopher Robert Hitchings 1431. Evan Hockenberger 1432. Gabriel J. Hodge 1433. Arlene Marie Hodges 1434. Drew Curtis Hoffman 1435. Sara E Hoffman 1436. Richard Lynn Hofmann 1437. Kevin T. Hogan 1438. Tameika La-Shown Hogan 1439. Marian Catherine Hojnacki 1440. Jacob Rowdy Holcomb 1441. Angela L Holden 1442. Christopher B Holden 1443. Gregory Holley Jr. 1444. Allison Michelle Holliday 1445. Geoffrey R. Holliday 1446. Herbert E. Holliday 1447. Pamela Marie Holman 1448. Andrea Renae Holmes 1449. Antoinette Madelyn Holmes 1450. Inez Holmes 1451. Jeremy Holmes 1452. Kellye Lucille Holmes 1453. Scott G. Holmes 1454. Roland Howard Holmes III 1455. Stephen D. Holt 1456. Bryan S. Honaker 1457. Craig J Hood NYI- 4343979v1 18 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 231 of 255 1544. Karola Jenkins 1545. Melissa Elizabeth Jenkins 1546. Roeshona R Jenkins 1547. Brandon Jennings 1548. Rachael Katherine Jennings 1549. Donald Charles Jensen 1550. Joseph James Jensen 1551. Karl David Jensen 1552. Neal K. Jensen 1553. Steven Robert Jensen 1554. Wayne Jerald 1555. Josh Pepper Jeter 1556. William Jewell 1557. Nadine Lorrayne Jockers 1558. Jessica Marie Johns 1559. Alfredrick Jerome Johnson 1560. Amanda C. Johnson 1561. Ashley Spring Johnson 1562. Bradley Clifton Johnson 1563. Brittany Marie Johnson 1564. Carl T Johnson 1565. Christapher A. Johnson 1566. Christopher Johnson 1567. Daro Steven Johnson 1568. Deen LeRoy Johnson 1569. Denise D Johnson 1570. Derrick Dejuan Johnson 1571. Eric R. Johnson 1572. Harold Anthony Johnson 1573. John Edward Johnson 1574. John C Johnson 1575. Kelly Gilliam Johnson 1576. Kelsey Ayn Johnson 1577. Kelvin L. Johnson 1578. Kyle V. Johnson 1579. Lauren Rac Johnson 1580. Nakia T Johnson 1581. Randal Johnson 1582. Russel J Johnson 1583. Ryan Matthew Johnson 1584. Samual Thomas Johnson 1585. Stewart W. Johnson 1586. Timothy Nathaniel Johnson 1501. Ryan M Hyde 1502. Timothy Hyland 1503. Douglas R Hynes Jr 1504. Eric S. Ide 1505. Rebecca Lynn Indgjer 1506. Nicholas A. Ingham 1507. Margaret L Ingles 1508. Benjamin C. Ingram 1509. David L. Inman 1510. Justin A. Iovino 1511. Kevin Michael Irby 1512. Hope Angela Irvin 1513. Tanika Michelle Irvin 1514. Jeffrey James Isaksen 1515. John Robert Isenhour 1516. Catherine A Ivie 1517. Cameron Minge Jackson 1518. Darnell L Jackson 1519. Kimtressa Rekia Jackson 1520. LaGrant I Jackson 1521. Lori S. Jackson 1522. Terri Lynn Jackson 1523. Darron Tyrone Jackson Sr. 1524. Thomas H Jackson V 1525. Adam D Jacobs 1526. Betsy Ann Jacobs 1527. Cheryl Lynn Jacobs 1528. Kyle M. Jacobson 1529. Theodore D Jacobus 1530. Brian P. Jacques 1531. Michael S. Jacques 1532. Jessica Jakubiec 1533. Christopher M. James 1534. Anthony Melvyn Janes Jr 1535. Edward S. Janison III 1536. Rachel Emeline Jankowski 1537. Margaret J Jarecki 1538. Gary W Jarrett 1539. Tammy Lynn Jarrett 1540. Amanda Kim Jayson 1541. Jeff Sean Jefferson 1542. Adam Robert Jelinski 1543. Justin Marshall Jenkins NYI- 4343979v1 19 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 232 of 255 1630. Chidozie B. Kamalu 1631. Brian Kane 1632. Aaron J. Kanoza 1633. Christopher S Kapephian 1634. Renee Lynn Kaplan 1635. Jeff Karaica 1636. Brenda Renay Karaska 1637. Les Karatson 1638. Chris Donald Karp 1639. Thomas M Kasprzak 1640. Almanzo David Kauffman 1641. Dirk Allen Kauffman 1642. Randall Jerome Kauss 1643. Garrett I. Kay 1644. Kenneth H. Kayden 1645. Matthew P. Keegan 1646. Gary D Keels 1647. Heather A Keener 1648. Michael F Keeney 1649. Capt. William H Keim 1650. Marie Xenia Keith 1651. Matt Keith 1652. Brendan Robert Kellagher 1653. Cristina Marie Kelleher 1654. Bruce D. Kellem 1655. Jon Keller 1656. Steven Earl Keller 1657. Timothy Michael Keller 1658. Nicole S Kelley 1659. Richard E. Kelley 1660. Andrew R Kelly 1661. Ryan Warner Kelly 1662. Thomas Roy Kelly 1663. Christopher William Kemper 1664. Wendy C. Kempf 1665. Amy Lynn Kendig 1666. Caitlin A. Kennedy 1667. Daniel William Kennedy 1668. Kyle Robert Kennedy 1669. Michael J. Kennedy 1670. Lisa Marie Kennis 1671. Denise G. Kenny 1672. Bryan E. Kern 1587. Todd Forrest Johnson 1588. James Garner Johnson II 1589. Kelvin Edwards Johnson Jr 1590. Reginald Johnson Jr. 1591. Eric C Johnston 1592. Jahnna Marie Johnston 1593. Terry L Johnston 1594. Craig R Joler 1595. Kenneth Allen Jolly 1596. Brian Donald Jones 1597. Christopher M Jones 1598. Cory T. Jones 1599. Cynthia D Jones 1600. Gavin Jerrod Jones 1601. Glenn Jones 1602. Jamie Jovan Jones 1603. Jared P. Jones 1604. Kelly M. Jones 1605. Nicole Maria Jones 1606. Raymond D Jones 1607. Roosevelt Jones 1608. Ryan T. Jones 1609. Sarah Louise Jones 1610. Zachary William Jones 1611. Carl M. Jones III 1612. Larry C Jones Jr 1613. Taylor A. Jones Jr 1614. Allen Joop 1615. Amanda J Jordan 1616. Victoria L. Jordan 1617. Anna M. Jorgensen 1618. Stephen B Josephson 1619. Edward Albert Joubert Jr 1620. Kimberly Anne Joyner 1621. Stephen Matthew Juckem 1622. Megan K Judge 1623. Robert F. Juliano 1624. Lisa Justice-Sperling 1625. John E. Kabele 1626. Robert D. Kadrlik 1627. Stanley Edward Kafara III 1628. Harold R Kahn 1629. Joshua Allen Kalinowski NYI- 4343979v1 20 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 233 of 255 1716. John B. Kiser 1717. Joseph Paul Klaczynsky 1718. Maxwell R. Klawuhn 1719. Chris G. Klear 1720. Daniel L. Klein 1721. Harvey L. Klein 1722. Jacob Israel Klein 1723. Scott M Kleinow 1724. William James Klicka 1725. Edward E. Kline Jr. 1726. Janice F. Klinger 1727. Daniel P Kneller 1728. Edward L Knierim 1729. Eric J. Knight 1730. Nichelle L Knight 1731. Ron Earl Knight Jr 1732. Jeffrey T Knill 1733. Heather Ann Knoll 1734. Katheryn Grace Knorr 1735. Danielle K Knotts 1736. Roy Knouse II 1737. Frankland S. Knowles 1738. Adrienne E. Knox 1739. Whitney E. Knox 1740. Rujna Rich Knumkit 1741. Joanna Ko 1742. Josue M Koelzer 1743. Bette J Koenen 1744. Benjamin J. Koerner 1745. Craig Kohl 1746. Maraina L. Kohli 1747. Alicia J. Kolwicz 1748. Matthew S Konecny 1749. Chris J Konrath 1750. Kenneth J. Konya 1751. James L. Koons 1752. Randy Lee Kopf 1753. Paul William Kopko 1754. Rachel B Kost 1755. Richard Koszelowskyj 1756. John Justin Kourafas 1757. Kimberly Denise Kovac 1758. Matthew E. Kowal 1673. Colleen Marie Kerrick 1674. Joseph A Kessenich 1675. Jeanette Kathleen Kessinger 1676. Michael A Kessler 1677. Tyler J. Ketterer 1678. Jennifer Kayla Ketz 1679. Michael Duane Keuter 1680. Shir Khazi 1681. Wahab Khojandi 1682. James Senghuor Khun 1683. Ophelia L. Kidd 1684. Scott Michael Kidney 1685. Darwin W. Kieffer IV 1686. Janet M. Kiger 1687. Katrina R Kilgore 1688. Stephen T Kilgore 1689. April Bet h Killion 1690. Kang Soo Kim 1691. Paul Sungohn Kim 1692. Peter Kim 1693. Sakina Alexis Kimble 1694. Gregory H. Kina 1695. Jonathan Matthew Kind 1696. Lorenzo M. Kindle 1697. Kevin Richard Kindy 1698. Brewster Scott King 1699. Charles Rand King 1700. Chris E. King 1701. David G. King 1702. Jermarie Lee King 1703. Linwood J King 1704. Nathan Adam King 1705. William J King 1706. William Warren King 1707. Yasmine Rochelle King 1708. Robert E. Kingman 1709. Regina Lynn Kinnane 1710. Joseph H. Kinney III 1711. Mark Kinslow 1712. Jayne Elise Kirk 1713. Kristopher Michael Kirmess 1714. Jordan Shaanan Kirsch 1715. Sean Michael Kirt NYI- 4343979v1 21 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 234 of 255 1802. John Christopher Lambert 1803. Josef Lambert 1804. Shawn Clarence Lamberty 1805. Janelle Leigh LaMonte 1806. Andrew Lander 1807. Steven F Landi 1808. Michael William Landrum 1809. Alicia A. Lane 1810. Jessica E Lane 1811. Charlotte Lynn Langford 1812. Michelle C. Langlois 1813. David B Langner 1814. Dianna Renee Langston 1815. Shawn Lantry 1816. Trenna Thompson Lapacinski 1817. Michael R. Lape 1818. William J. Lapratt 1819. Susan Elizabeth Larkin 1820. Phillip J. Larrieu 1821. Ben M. Larsen 1822. James H. Larsen 1823. Kimberly A Larsen 1824. Daniel S. Larson 1825. Noah C. Lasky 1826. Grayson Devon Lassiter 1827. Stas R Laszczyk 1828. Clarence Stephan Latham 1829. Joseph D Lattimore 1830. Daniel M. Laturno 1831. Walter A Laughlin 1832. Cynthia A Lausman 1833. Marilyn R. Lavoie 1834. Joseph J. Law Sr. 1835. Constance Elizabeth Lawrence 1836. Darrell G Lawrence 1837. David P. Lawrence 1838. Dennis Loring Lawrence 1839. Jesse T. Lawrence 1840. Britt M. Lawson 1841. Tim F. Lawyer 1842. Lindsay Renae Lazarus 1843. Kevin Walsh Lazich 1844. John M. Le Duc 1759. Robert P Kowell 1760. Aaron Maxwell Kozarsky 1761. Kathy Lynn Kozlina 1762. Stephen J Kozlowski 1763. Shane L Krahl 1764. Juliann Marie Kralich 1765. Richard L. Kraskin 1766. Ashley Renee Krauss 1767. Erin L Kraysets 1768. Gregory M. Kresge 1769. Donald T. Krihak 1770. Benjamin A. Kristy 1771. Charles William Kromer 1772. Charles N Kromer 1773. Jason Scott Kromko 1774. Laura A Krottner 1775. Anastasia M. Krueck-Frahn 1776. Josie L Krugerud 1777. Stephen W Krulish 1778. Kevin Lee Kruszka 1779. Wayne A Kruta 1780. Graem J. Kubin 1781. Stanley R. Kubinski 1782. Scott Richard Kudelko 1783. Caitlin Marie Kudrich 1784. Shawn E. Kuehner 1785. Andrew James Kuen 1786. Eugene Kuntorovsky 1787. Brad Joseph Kurten 1788. Erin K. Kurtz 1789. Philip Riley Kurutz 1790. Joseph Paul Kushner 1791. Janice M. Kwiatkowski 1792. Daniel Robert Kwiecien 1793. Matthieu James Lacasse 1794. Tyler W. Lachapelle 1795. Ryan Maurice Lacroix 1796. Amy Jan LaFavre 1797. Reginald LaFleur 1798. Stephen Laforge 1799. Peter Joe Lakkis 1800. Joshua A Lalo 1801. James A Lamar NYI- 4343979v1 22 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 235 of 255 1888. Joanna Marie Leyko 1889. Nicolas Troy L'Heureux 1890. Alexander G. Liadis 1891. Jessica L. Liddle 1892. Jesse Lee Liebman 1893. Bettina Lightle 1894. Lee Andrew Liguore 1895. Louis Peter Liguore 1896. Erin M Lincoln 1897. Van C. Lindesay Jr. 1898. Kristin Kathryn Lindquist 1899. Delores E Lindsey 1900. Daniel P. Lineham 1901. Jeanne Carol Linke 1902. Jeanne A. Linke 1903. Eric K Linkous 1904. William Robert Lins 1905. Brian William Linsenbigler 1906. Michele Theresa Lisante 1907. Jeffrey Little 1908. Seth Andrew Littlejohn 1909. Kamisha L Littles 1910. Christina L. Lively 1911. Brent Lane Livingood 1912. James P Livingston 1913. Adam Stephen Lizut 1914. Renata Barbara Lobodzinski 1915. Samuel Z. Locher 1916. Chad Alan Lockhart 1917. Ashleigh R Lofton 1918. Roshun Lofton 1919. Elizabeth A Logan 1920. Melissa S Logan 1921. Karen L. Logsdon 1922. Amanda R Lomberg 1923. Cherie Rene Long 1924. Kristina A. Longi 1925. Abbie G. Longley 1926. Mark A Loomis 1927. Joseph Walter Looney 1928. Carlos Lopez 1929. Daniel David Lorenz 1930. Andrew K Lorenzi 1845. Santanna Sierra Lea 1846. Laurenece Leach 1847. Joseph Adrian Leal 1848. Jeff D. Leardi 1849. Angela T. Leatherwood 1850. Haley A Leavitt 1851. Christopher Kenneth Lebus 1852. Michael V Ledoux 1853. Brian Lamont Lee 1854. Gary Leon Lee 1855. Travis J. Leeds 1856. Atisha Emia Lee-Nixon 1857. Sarah Katherine Lees 1858. Nicole A Leffler-Flynn 1859. Thomas J Legasey Jr 1860. Molly A. Leggett 1861. Gregory J. Leigh II 1862. Lucas Evelett Leinweber 1863. Kenneth W. Leiphart Jr 1864. Paul Allen Leiter 1865. Carl A Lemire 1866. Jody R. Lemoi 1867. Raymond M. Lenahan 1868. Timothy William Leonard 1869. Michael John Leonard Jr 1870. Gina Marie Lepisto 1871. Derrick L. Lepkowski 1872. Christina Lepore 1873. James Lescault 1874. Jesse Joseph Lesko 1875. James Michael Lessig 1876. Vania L Lester 1877. Michael Stephen Letoile 1878. Legene D Lett 1879. Angela Joy Levendoski 1880. Melissa Amelia Levy 1881. Kevin Leonard Lewandowski 1882. Brandon D. Lewis 1883. Ciara Lynette Lewis 1884. Elizabeth Lewis 1885. James Ryan Lewis 1886. Robert L. Lewis 1887. Shawn James Lewis NYI- 4343979v1 23 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 236 of 255 1974. Leann Kelly Makins 1975. Emerson Malabanan 1976. Steven Anthony Maldonado 1977. Heather F. Maley 1978. Michael A. Maley 1979. Jessica Malinowski 1980. Lauren A. Malizia 1981. Phillip M Malloy 1982. Ryan Thomas Joseph Maloney 1983. Kayla P Malsbury 1984. Kevin P Mammano 1985. David J Mammel 1986. Steven J. Mancini 1987. Joseph Anthony Manko 1988. Derek R. Mann 1989. Theodoros Dimitrios Manousos 1990. Christopher Charles Mantia 1991. Michelle Manuel 1992. Matthew William Mapes 1993. Tina M Maples 1994. Jason Howard March 1995. Michael Thomas March 1996. Robert Philip March 1997. Kevin A Marchand 1998. Brian P Marchese 1999. Charles E. Marchetti 2000. Robert John Marciniak 2001. Domenic N. Marcone 2002. Adam Nicholas Marcotte 2003. Adam Michael Marinelli 2004. Jami D. Mark 2005. Danielle R. Marks 2006. Scott Marler 2007. Kyle C. Marley 2008. Philip Nathan Marlink 2009. Samuel Patrick Maroney 2010. Mike John Marshalek II 2011. Jason Robert Marshall 2012. Sarah C Marshall 2013. Alicia Dawn Martin 2014. Anna Marie Martin 2015. Derek Wayne Martin 2016. Donald Richard Martin 1931. Paul A Lorsung 1932. Erik W Loster 1933. Mike E. Loughery 1934. David Sean Love 1935. Stephen Love 1936. Kersten Lovell 1937. April L. Lowe 1938. Arthur R Lubniewski 1939. Cicely D Lucas 1940. Thomas A. Ludwick 1941. Charles Ludwig 1942. Jennifer L. Lundsten 1943. Ronald Dino Lupi 1944. Jennifer Ann Lusk (Trapper) 1945. Jamie L. Luther 1946. Amanda Martin Luthey-Sidesinger 1947. Kyle Evan Lux 1948. Chad Allen Lynch 1949. Robert R Lynn 1950. John Lyon 1951. Roger D Lyons 1952. Rex C Lysinger 1953. Timothy Lytle 1954. Tiffiny Ann Mace 1955. Joseph M. Machado 1956. Robert H. Maciora 1957. Claricia L Mack 1958. Ricardo D. Mack 1959. Sean C. MacLaughlin 1960. Crystal P Macpherson 1961. John A. Madden 1962. Sandra Gail Madewell 1963. Brian Scott Madigan 1964. Selvin E. Madrid 1965. Luis Alfonzo Madrigal 1966. Ronold L. Mahon 1967. Patricia Elizabeth Mahoney 1968. Leo W Maidlow III 1969. Samantha J Maillet 1970. Lisa Jeanne Mailloux 1971. Julie V Main 1972. Kathy Ann Majewski 1973. Neil John Maki NYI- 4343979v1 24 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 237 of 255 2060. Harry J. Mays II 2061. Lawrence P. Mazzoli 2062. Jesse Adam Mc Collum 2063. Colyn G McAdams 2064. Simone Soares McAdams 2065. Thomas E. McAdams III 2066. Patrick A McAlee 2067. Kirk B McAllister 2068. Patrick M McAnulty 2069. John J McAteer 2070. Kristine Nikole McBride 2071. Kevin Arthur McCall 2072. Bysil J McCalop 2073. Andrew P. McCarthy 2074. Paul Michael McCarthy 2075. Sean R. McCarty 2076. Crystal Ann McClain 2077. Michael C. McClune 2078. James Ramsey McClure 2079. Julian L. McClure-Santana 2080. Ryan Robert McConnell 2081. Ausy Leon McConnell III 2082. Chanell Elizabeth McCoy 2083. Margaret Elizabeth McCoy 2084. Shaun M McCoy 2085. Holly L. McCracken 2086. James M McCracken 2087. Heather Joan McCuaig 2088. Sean L. McCulley 2089. Elliott J McDaniel 2090. Ryan Patrick McDaniel 2091. Craig Andrew McDermott 2092. Sheila Marie McDonagh 2093. Frederick Leland McDonald 2094. Joseph P McDonald 2095. Kathryn Anne McDonald 2096. Doreen Elaine McElwee 2097. Dennis McFadden 2098. James A McFarland 2099. Tim Edward McGaffic 2100. Cynwyd McGill 2101. Andrew S McGowan 2102. Felicia McGriff 2017. James A Martin 2018. James S Martin 2019. Jean-Nicole I. Martin 2020. John-Ty Lee Martin 2021. Joseph A. Martin 2022. Joshua David Martin 2023. Michelle C Martin 2024. Robert Bryan Martin 2025. Sasha D. Martin 2026. Richard Gordon Martin III 2027. Jason H. Martinez 2028. Joe D. Martinez 2029. Monica J Martinez 2030. Courtenay S Martinsen 2031. Selina R Martire 2032. Nicholas John Martz 2033. Alan S. Marvin 2034. Melissa Ann Marx 2035. Andrea M. Maslowski 2036. Amir Masnoon 2037. Christopher Leon Mason 2038. Jeremy Jon Mason 2039. Joshua L. Mason 2040. Matthew S. Mason 2041. Kathryn Massey 2042. Anthony Matarazzo 2043. Bernadette A. Mateo 2044. Monty John Mathias Jr 2045. Brian Mathis 2046. Jacob Boyd Matthews 2047. Robert G Matthews 2048. Brandon L. Matthewson 2049. Sheldon Ross Mattice 2050. Trevor Raymond Matyskiel 2051. Justin C. Maurizio 2052. George W. Maury Jr. 2053. Kevin Lee Maust 2054. Rahsean Garland Maxwell 2055. Brad Keith May 2056. Marcus G. Mayberry 2057. Ray E Mayer 2058. Shawn Mayer 2059. Bradley K Mayes NYI- 4343979v1 25 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 238 of 255 2146. Helena C Menton 2147. Matthew Glen Merchant 2148. Reuben Lamar Meriweather 2149. Scott Matthew Merrell 2150. Douglas P. Merrill 2151. Ben Ross Merritt 2152. Troy Messer 2153. Elijah Metts 2154. Kirk R Metzler 2155. David Thomas Meurer 2156. Areka C. Meyerle 2157. Heather M. Meyers 2158. Joseph T. Michaud-Scorza 2159. Richard Thomas Michelcic 2160. Judy A Micieli 2161. Amy L. Micnovicz 2162. Derry L Middleton 2163. Daniel L Mieldazis 2164. David J. Mielke 2165. Frank G Militello 2166. Stephanie L Militello 2167. Brandon Jay Miller 2168. Charles Roy Miller 2169. Daniel D Miller 2170. Danielle J. Miller 2171. David G Miller 2172. Douglas L Miller 2173. Jennifer Leigh Miller 2174. Joshua P Miller 2175. Kittrell Timothy Miller 2176. Matthew Paul Miller 2177. Richard Frank Miller 2178. Robert A. Miller 2179. Sharon Elaine Miller 2180. Tabitha I. Miller 2181. David M. Miller 2182. Frederick H. Miller 2183. Cathy Ileen Miller-Hawkins 2184. Robin J. Milliken 2185. Desiree A Mills 2186. Diana L. Mills 2187. Frank Kevin Mills Jr 2188. Ashley Lauren Mims 2103. Ryan Keith McGriff 2104. John Michael McGuin 2105. John D. McGuire 2106. David McHugh 2107. Reginald Bernard McIntyre Jr. 2108. Patric C McKee 2109. Christopher B. McKeever 2110. Ryan James McKenzie 2111. Cara Michelle McKinley 2112. Patrick Michael McLaughlin 2113. Brenda M McLeod 2114. Amelia C McMahon 2115. Mitchell J McMaster 2116. Kalique Teral McMillian 2117. Brandy Lynn McMullen 2118. Darius Jaron McNair 2119. Katie G. McNally 2120. Martin Brenden McNally 2121. Ryan J. McNaught 2122. Ryan Evan McNeal 2123. Zachary Vincent McNeal 2124. Tim McNelis 2125. Michael A. McNicholas 2126. Ryan Van McNicholas 2127. Alice Arleene McPheron 2128. Stanley P. McPherson 2129. Jeslyn S. McQuery 2130. Cassandra Olivia McReynolds 2131. Robert Edward McVay 2132. Brandon C. Meadows 2133. Gordon Scott Meadows 2134. Rondall Scott Meadows 2135. William Ernesto Medina 2136. Joseph G Medolo 2137. Troy Anthony Meeker 2138. Jonathan Chaim Mehr 2139. Cassandra L Meis 2140. Maria C Melton 2141. Rachel A Melton 2142. Nicole Shante Mendes 2143. Ruben Mendoza 2144. Elizabeth Marie Menke 2145. Jason Michael Mensinger NYI- 4343979v1 26 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 239 of 255 2232. Alisha Lashaun Moore 2233. Bailey Moore 2234. Danielle J Moore 2235. Frederick W. Moore 2236. Katherine L. Moore 2237. Robert L Moore 2238. Roxanne Michelle Moore 2239. Sarah L. Moore 2240. Shawn P Moore 2241. Shawn M. Moore 2242. Sheri Lynn Moore 2243. Susan Elaine Moore 2244. Timothy Eric Moore 2245. David E Moore Jr 2246. Marvin A Moore Jr 2247. Christopher M. Moorman 2248. Michael S Moran 2249. Andrew Donald Morath 2250. Lily A Moreland 2251. Chris M. Morelli 2252. Michael Anthony Moreno II 2253. Michael J. Moretti 2254. David Williams Morgan 2255. James Gary Morgan 2256. Sheila Ann Morgan 2257. Trevor Alexander Morgan 2258. Jeffrey M Mori 2259. Will Morin 2260. Daniel Joseph Morovits 2261. Robert Paul Morowczynski 2262. Evan Rodney Morris 2263. Jason D Morris 2264. Quintin Morris 2265. John William Morris III 2266. Kali Nicole Morris-Clellan 2267. Michael S. Morrison 2268. Charles J Morro 2269. Jesse James Morrow 2270. Ashley L Mosby 2271. Rose M. Mosher 2272. Shirley Ann Mosley 2273. Ebrahim M Mostafa 2274. Timothy A. Mott 2189. Daniel L. Minas 2190. Charysse Amber Minder 2191. Rebecca J. Miner 2192. Torrien J Minor 2193. Amanda E. Mintkenbaugh 2194. Christopher Lee Mintkenbaugh 2195. Matthew F Minto 2196. Nicholas M. Minunni 2197. Elizabeth Miranda 2198. Jesse Samuel Miranda 2199. Sean Paul Mirek 2200. Ryan L. Mital 2201. Andre Rexford Mitchell 2202. Cheryl R Mitchell 2203. Daniel J. Mitchell 2204. Robert J. Mitchell 2205. Tiffaney Wakisha Mitchell 2206. Amy Lynn Mittelstaedt 2207. William Matthew Mitten 2208. Jordan Paul Mixson 2209. Sabrina Morgan Mizelle 2210. Sheri R Mize-Wrightam 2211. Michael J Mobile 2212. Talia M. Mobley 2213. Frank R Moceri 2214. Shawn Michael Moen 2215. Peter V. Moffett 2216. Luke Oliver Mohamed 2217. Kevon Charles Mohammed 2218. Jonathan Mohhebali 2219. Jason J. Mohr 2220. Gordon A Mohrmann 2221. Daniel S. Moise 2222. Timothy J Monahan 2223. Brian Andre Moncrieffe-Taylor 2224. Alicia Rodwell Moncure 2225. Sami Mondo 2226. Joseph R Monteiro 2227. Lauren Elizabeth Montgomery 2228. Orlando Montoya 2229. Orlando Afdon Montoya Jr 2230. Diane Teresa Moody 2231. Jessica L Mooney NYI- 4343979v1 27 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 240 of 255 2318. Candice Reniece Nance 2319. Kelly Marie Naperala 2320. Jonathan Paul Napier 2321. Steven S Nardin 2322. Elizabeth J Nass 2323. Cherilyn C. Natale 2324. Kevin J Natalie 2325. Richard John Natalino 2326. Anthony M. Naughton 2327. Jorge L Nava 2328. Kellie A. Neal 2329. Gary L Neece 2330. Aron H Neesman 2331. Andrew D Neff 2332. Iris M. Negron 2333. Danny L. Neibert 2334. Paul L Neidhardt 2335. Andrea K Neighbors 2336. Kevin Neisch 2337. Cherry A Nelms 2338. Stangela L Nelms 2339. Ashley R. Nelson 2340. Jared G. Nelson 2341. Kylah Nicole Nelson 2342. David Grant Nelson 2343. George H Nelson Jr 2344. John A. Neves 2345. Brandon S Nevils 2346. Lisa N Newberry 2347. Charles R. Newlon 2348. Jason Andrew Newman 2349. Paul S. Newman 2350. Bryson Newsome 2351. Verna S. Newton 2352. Linh Thi Nguyen 2353. Tuan Nguyen 2354. Leilani M. Nicely 2355. Laurie Nichols (Fountain) 2356. Anissa Jenene Nicholson 2357. Timothy P. Nicholson 2358. Joseph V. Nicolosi 2359. Brian Joseph Niezabitowski 2360. Brian Henry Niles 2275. Arlene M. Mowry 2276. Patrick C. Moynihan 2277. Ashley Mozie 2278. Jessica Marie Mroz 2279. Kent D. Mrozinsky 2280. Daniel Ryan Mucyn 2281. Richard Morgan Mudd 2282. Jason E. Mueller 2283. Mary Mueller 2284. Matt Robert Mueller 2285. Tyler Terrill Muilenburg 2286. Brian D Mulak 2287. Blake Anthony Mulder 2288. Brittney L. Muleucis 2289. Aaron Christopher Mulford 2290. Daniel M Mullaney 2291. Thomas C Mullaney 2292. Michael David Mullen 2293. Benjamin K Mullins 2294. Bradley Andrew Mullis 2295. Erica Marie Mulvaney 2296. Darrin J Munford 2297. Francis William Munjone 2298. Paula Munroe 2299. Robert Burton Munson Jr. 2300. Grant H. Murphy 2301. Phillip K. Murphy 2302. Barbara June Murray 2303. Brett andrew Murray 2304. Christopher H. Murray 2305. Eugene Joseph Murray 2306. Joshua Winn Murray 2307. Melissa N Murray 2308. Patrick Daniel Murray 2309. Robert J. Murtagh 2310. Coty Michael Myers 2311. David Myers 2312. Heather Rae Myers 2313. Kathy Diane Myers 2314. Terrence Shane Myers 2315. Kristie Nachbar 2316. Joseph Nadile 2317. Robert J. Naedele NYI- 4343979v1 28 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 241 of 255 2404. Luis Orta 2405. Jeremy Michael Ortiz 2406. Lena Demetris Ortiz 2407. Andres Ortiz III 2408. Jennifer Irene Orton 2409. Francis Joseph Osebold III 2410. Eric Avery Ossip 2411. Joshua J. Ostroff 2412. Christopher S. Oswald 2413. Victor Torgny Oszmian 2414. Kevin M O'Toole 2415. Daniel Andrew Oustecky 2416. Monet G Outlaw 2417. Raymond Outlaw 2418. Amy R. Overmyer 2419. Jason R. Owen 2420. Andrea G Owens 2421. Cali J Owens 2422. Donald Eugene Owens Jr 2423. John D Ozimek 2424. Kathryn Laura Pacalyko 2425. John D. Padzik 2426. Annette Marie Page 2427. Zebulun Aaron Page 2428. Brandon D Painter 2429. Seth D. Painter 2430. Tammy L. Paleka 2431. Amy Lauren Paling 2432. Richard J Palm 2433. Regina C Palomo 2434. Kimberly Irene Palso 2435. Nicole Panas 2436. Terry N Pang 2437. Jose Paniagua 2438. Matt Allen Pankau 2439. Vincent Wesley Pannell 2440. Michael Dominic Panus 2441. Julie Ann E Papandrea 2442. Andrew N. Parent 2443. Charles A. Parker 2444. Thomas M. Parker 2445. Nikki Dannial Parks 2446. Patrick Joseph Parks 2361. Jessica L Nipp 2362. Thomas B. Nissen 2363. Danielle Sierrah Nivens 2364. Tracy A Noehre 2365. David A. Norell 2366. Pamela J Norman 2367. Christine M Northrup 2368. Frank P. Notni 2369. Roxana Daniela Novacescu 2370. Michelle T Novak 2371. Shawn M. Novick 2372. Brian P. Nowicki 2373. Stephen Douglas Nulph 2374. Ricardo Nunez Jr. 2375. Lindsey Anne Nyenbrink 2376. David Wayne Oates 2377. Kathleen M. O'Connor 2378. Dennis Richard O'Day 2379. Ryan M Odil 2380. Edward Y. Oh 2381. Carolyn Lou Oiler 2382. Brandy Lee Oldrey 2383. Richard Scott Oldrid 2384. John Olenchak 2385. Fred Samuel Olesuk 2386. Brian Anthony Oliver 2387. Jason H. Oliver 2388. Doug D. Ollom 2389. Raymond Clifford Olnhausen III 2390. Eric R. Olsen 2391. Andy D. Olson 2392. Christian A. Olson 2393. Thad Eric Olson 2394. Ramiro Olvera 2395. Meghann Elizabeth O'Malia 2396. Eva M O'Malley 2397. John R O'Neal 2398. Kaitlin Colleen O'Neil 2399. Kristopher McCarthy O'Neil 2400. Jena M. O'Neill 2401. Juan(John) Joseph O'Neill 2402. Brian D Onish 2403. David A Ontiveros NYI- 4343979v1 29 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 242 of 255 2490. Gabriel Paul Penles 2491. Giovanna S Penn 2492. Ronald Pennetta 2493. Jared r Pentz 2494. John Douglas Perez 2495. Donald Perkins Jr 2496. Deborah Ann Perkovich 2497. Joseph Michael Permut 2498. Robert G. Perreault 2499. Alex J. Perry 2500. Laurence D Perry 2501. Michelle R. Perry 2502. Priscilla M. Perry 2503. Regina Ann Perry 2504. Diana M. Pesce 2505. David T. Peters 2506. Eugene P Peters 2507. Justin M. Peters 2508. Stacy D Peters 2509. Raymond S. Petersen 2510. Wayne T Petersen 2511. David M. Peterson 2512. George Clarence Peterson 2513. Jay Joseph Peterson 2514. Sandy Elizabeth Peterson 2515. Joshua J Petrelli 2516. Shala Marie Petrie 2517. Adrianna Petty 2518. Jennifer M. Peyton 2519. Ashley Pezze 2520. Tara M. Pfaff 2521. Matthew Pfleger 2522. Casey S. Phalen 2523. Christopher Scott Phelps 2524. Deslyn D. Phillips 2525. Durke Clay Phillips 2526. Larry J.J. Phillips 2527. Robert Phillips 2528. Paula A. Phipps 2529. Sara Alana Phythyon 2530. Evan Ralph Picariello 2531. Jennifer M. Pidatella 2532. Adam David Pierce 2447. Barbara Jean Parmelee 2448. Stephen C. Parry 2449. Margaret Dionne Partee 2450. John Aron Partynski 2451. Sabrina Mary Parziale 2452. Phillip B Paschal 2453. Jessica R. Paschall 2454. Kristin M Pascual 2455. Raemel G Pascual 2456. Earl R Past 2457. Alexandre Peter Patenaude 2458. Michael Khjmmione Patillo 2459. Arthur J. Patnaude 2460. Joseph C Patrick 2461. Anthony S. Patton 2462. James M Paulson 2463. Gregory J. Pavlick 2464. Dimitri Stolam Pavlov 2465. Nathaniel K. Pawl 2466. David J Pawlik 2467. Gregg Alan Pawlik 2468. Kenneth W. Paxton 2469. Michele L Peabody 2470. Sandy Peacock 2471. Jonathan R Pearce 2472. Charles C Pearcy 2473. Erica G Pearsall 2474. Larry Craig Pearson 2475. Carlos Vincent Pearson II 2476. Gregory Wayne Pec 2477. Alex J. Peck 2478. Steven M. Peck 2479. Kenley L Peck Jr 2480. Scott R. Peddicord 2481. Ian Pegan-Naylor 2482. Justin John Pekarski 2483. Jonathan Pekor 2484. Joshua E. Pelfrey 2485. Matthew A. Pelfrey 2486. Michael Pelz 2487. William E. Pemberton Jr. 2488. Andrew D. Pendleton 2489. Wesley R. Pendleton NYI- 4343979v1 30 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 243 of 255 2576. Justin John Price 2577. Zachary S. Price 2578. Steven D. Price Jr. 2579. Eric William Prieve 2580. Daniel Daniel Prince 2581. Jessica P Prince 2582. Robert J Prince 2583. Dickie L Prince Jr 2584. Lacey Lavette Pringle 2585. Kelly A. Prior 2586. Michael A. Priskorn 2587. Bailey Logan Pritchard 2588. Rob Pritchard 2589. Gordon R. Prochnow III 2590. Herbert T Prophet III 2591. Nathan D. Prosser 2592. Coralei Rae Provenzano 2593. Benjamin T. Prows 2594. Nicholas G Przybylski 2595. Brandon W. Puckett 2596. Ronald Ray Pugh 2597. Michael R. Puleo 2598. Ernest Fred Pulliam 2599. Chad Pulskamp 2600. Christopher Michael Pung 2601. William B Purdie 2602. Thomas I. Purnell 2603. Nicholas F. Puszert 2604. Lucas James Quail 2605. Candace Quattrocchi 2606. Thomas C Quenelle 2607. Courtney Elizabeth Quigley 2608. John M Quimby Jr 2609. Sean Quinlan 2610. Chris Joe Quintana 2611. Kelly E Quirk 2612. Richard G. Rabin 2613. Courtney Marie Race 2614. Erica Ann Rafferty 2615. Heather Lynn Rafferty 2616. Nadine M Rager 2617. Syiedah F. Rahman 2618. Tomasa Rainey 2533. Matthew S Pierce 2534. William C Pierce 2535. Jason Michael Pieszala 2536. Jared John Pietrella 2537. Travis L. Pike 2538. Russell B. Pilchard IV 2539. Charles Joseph Pino 2540. Brandon A Pischke 2541. Anthony William Piscillo 2542. John Robert Pishko 2543. Andrew T. Pittman 2544. Robert L. Pittman 2545. Dale L Pitts 2546. Courtney M. Pizzi 2547. Casper Gerard Pizzo 2548. Stephen M. Pizzola 2549. Cody Daniel Plaiss 2550. Cinque M Pledge 2551. Albert Hugo Plenty 2552. Miranda Marie Plier 2553. Patrick C. Podewils 2554. Mark C Polichette 2555. Chad W. Polley 2556. Matthew R Pollock 2557. Daniel S Polyasko 2558. Cathy Ponce 2559. Joseph William Poole 2560. Melissa A. Poole 2561. Tiara S Pope 2562. Christopher S Popoli 2563. Olino M Portanova 2564. Ginger Porter 2565. Matthew Porter 2566. Robert Andrew Porter 2567. Jack E. Porter III 2568. Moises Daniel Portillos 2569. Mark J Posluns 2570. Jonathan David Pragle 2571. Jennifer Nicole Prater 2572. Cynthia Ann Pratt 2573. Nick W. Pratt 2574. Lauren C. Prease 2575. Nicholas J Prentis NYI- 4343979v1 31 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 244 of 255 2662. Robyn J. Reuter 2663. Erin E. Reverri 2664. Alexander H Rewun 2665. Angelia Letrice Reynolds 2666. Crystal Anne-Marie Reynolds 2667. Mark Anthony Reynolds 2668. Elizabeth A. Rhodes 2669. Shawn Clinton Rhodes 2670. Tempest S Rhone 2671. Timothy J Ribbons 2672. Kristina Marie Ribeiro 2673. David James Riccio 2674. Jeffrey Scott Rice 2675. Jonathan E. Rice 2676. Robert B Richardson 2677. William Robert Richardson 2678. Willie James Richardson III 2679. Andrew Z. Richert 2680. Jason Clay Richmond 2681. Ross Andrew Rickoff 2682. Cory D. Rider 2683. Zachary Alexander Rieger 2684. Nathan Lewis Riggan 2685. Steven Urban Riggs 2686. Alex J. Rigsby 2687. Shawn Lamont Riley 2688. Danny Rinaldo 2689. Michelle Rinfret 2690. Stephen J. Riordan 2691. Benjamin Karl Rivenbark 2692. David A Rivera 2693. Whitni M Rivers 2694. Lori B. Rizzo 2695. Patrick K. Robb 2696. James Robbins Jr 2697. Austin J Robenolt 2698. Brandon Joseph Roberts 2699. Jacob D. Roberts 2700. Matthew E. Roberts 2701. Melissa J. Roberts 2702. Eric Brent Robinson 2703. James K. Robinson 2704. Kenneth George Robinson 2619. Gary M Ramey 2620. Johnathan Ramirez 2621. Nathaniel Ramirez 2622. Deric M. Ramsey 2623. Rebecca E Ramsey 2624. Kamran Syed Rasheeduddin 2625. Nathan Robert Rasor 2626. Greg B. Rast 2627. Gabriel C Ravizza 2628. Hemraj D Rawalji 2629. Jessica Rawlings 2630. Patricia M. Raymond 2631. Heather N. Raynes 2632. Michelle Razzetti 2633. William L. Reabold Sr 2634. Brandon Allen Reasor 2635. Melinda Kay Reasor 2636. James Paul Recotta 2637. Noah Alton Rector 2638. Laura Elizabeth Redmon 2639. Bobby G Redwine III 2640. Nolan R. Reece 2641. Chris Alan Reed 2642. Danny Scott Reed 2643. Jennifer Marie Reed 2644. Mark Robert Reed 2645. Matthew Joseph Reed 2646. Christopher A Reese 2647. Todd Steven Regan 2648. Pamela J. Regnier 2649. Lincoln Frederick Rehm 2650. Andrew J. Reid 2651. Robyn N Reid 2652. Mary Ann Reifschneider 2653. Kelly L Reinhardt 2654. Angelo Joseph Renardo 2655. Jane K. Rennick 2656. Joel P Renzoni 2657. Joseph A. Resch 2658. Valerie Lynn Resop 2659. Cesar Restrepo 2660. Carley R. Retelle 2661. Christopher Reusch NYI- 4343979v1 32 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 245 of 255 2748. Sean Timothy Rowe 2749. Corey Lydell Roy 2750. Sandra Jean Royall 2751. Derrick A Ruben 2752. Michael A. Ruben 2753. Dominic J. Rubino 2754. Megan Michelle Rudolph 2755. Justin M. Rueffer 2756. Michael Anthony Ruehrwein 2757. Christopher A. Ruggiero 2758. John Michael Ruhl 2759. John B Rumble IV 2760. Richard D Rumler II 2761. Erin Thomas Runk 2762. Edna Rochanda Russ 2763. Gabriel Eric Russell 2764. Rachele E. Russello 2765. Rita R. Russo 2766. Sheryl M Ruszkiewicz 2767. Zachary Joseph Rutherford 2768. Nicholas E Rutkowske 2769. Ali Jessica Ryersbach 2770. Nickolas David Sabol 2771. Zachary Thomson Sabol 2772. Daniel James Sacha 2773. Jeffrey A. Sack 2774. Behnaz Safavi 2775. David Darrell Sage 2776. Jose Antonio Salome Jr 2777. Brady D. Salter 2778. Ellen Salvatore 2779. Emily A Sams 2780. Dan R. Sanchez 2781. Craig A. Sanderson 2782. Lamont Allen Sanford 2783. Jason Salvatore Santesse 2784. Ashley H Santiago 2785. Luis A Santiago 2786. Jose M Santillanes 2787. Melany Santos 2788. Paul J Santos 2789. Beth Anne Sarachman 2790. Michael James Sarber 2705. Sandra Elizabeth Robinson 2706. Vinisha P Robinson 2707. Miguel Anjel Rocha 2708. Brian Rocuant 2709. Robert V. Roderick 2710. Sheldon Jerome Rodgers 2711. David Earl Rodriguez 2712. Lorna L. Rodriguez 2713. Amy L. Rogers 2714. Brittany L Rogers 2715. Edward John Rogers 2716. Jacquelynn Ann Rogers 2717. Jared Thaddeus Rogers 2718. Tanya K Rogers 2719. Richard William Rogers Jr 2720. Stewart E Rogers Jr. 2721. Michael David Rogoz 2722. Angela S Roland 2723. Thomas S Rollins Sr. 2724. Tristan Romines 2725. Michael Rooshanfekr 2726. Judi L Ropicky 2727. Dallas Rose 2728. Kelly A. Rose 2729. Roger A. Rose JR. 2730. Todd Adam Rosenthal 2731. April Ross 2732. Chris Scott Ross 2733. Eric D Ross 2734. Eric Anthony Ross 2735. Margaret C. Ross 2736. Melanie Ross 2737. Peter A. Rost 2738. Spencer W Roszelle 2739. Matthew A Rotella 2740. Seth J. Roth 2741. Ronald David Roth Jr. 2742. Anthony R Roulston 2743. Heather Lynne Roundpoint 2744. Michaele Angela Rounds 2745. Melissa Rountree 2746. Dorothy Chastity Rouse 2747. Briana Marie Rowan NYI- 4343979v1 33 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 246 of 255 2834. Crystal Marie Schoonover 2835. Jeffrey Neil Schoonover 2836. Melissa Ann Schottler 2837. Mark B. Schreck 2838. Todd Jimmy Schrimsher 2839. Holly Anna Schroeder 2840. Elizabeth Ann Schuchman 2841. Linn E. Schueck 2842. Tim James Schuett 2843. Stephen M Schukes 2844. Jeffrey Schulman 2845. Ashlee M Schulz 2846. Debra Lea Schumacher 2847. Dean Michael Schutt 2848. Ronald Jay Schuver 2849. Marc William Schwab 2850. David C. Schwantz 2851. Brian Alan Schwartz 2852. Jonathan T. Schweisfurth 2853. Marissa Ann Sciacca 2854. Audra Prosser Scott 2855. Barry D. Scott 2856. Derrick P. Scott 2857. Jamie Eleanor Scott 2858. Kevin L. Scott 2859. Leroya R Scott 2860. Matthew Timothy Scott 2861. Nekoma Tanka Scott 2862. Tanasha Renee Scott 2863. Michelle Scrivener 2864. Damarcus Jay Scruggs 2865. Misty Dawn Seabolt 2866. Beau Wade Seabourn 2867. Genna Marie Sears 2868. Steven J Sears 2869. Megan Lynn Seben 2870. Vanessa C. Seelaus 2871. Michael Joseph Seese 2872. Adam Michael Seigel 2873. Christa L Seitz 2874. Chris A Self 2875. Seth Semancik 2876. Jessica Reed Semprebon 2791. Sherrie Sargent 2792. Robert K. Sargent Jr 2793. Jeff Michael Saucedo 2794. Laurie Deane Saunders 2795. Scott M. Savage 2796. Sandra D. Savage-Dunbar 2797. Austin Robert Saville 2798. Jonathan T Scales 2799. Jeffrey Scott Scanlon 2800. Brian Richard Schab 2801. Adam D. Schatz 2802. Steven M. Scheel 2803. William C. Scheiber 2804. Brandon Michael Scheid 2805. Christopher G Schell 2806. Catherine Lorin Schempp 2807. Keith Michael Schepis 2808. Jonathon Carl Scherach 2809. Brian G. Schiffbauer Jr 2810. Tracy L Schimp 2811. Jane Charlotte Schipma 2812. Aaron J Schirano 2813. Tara R Schleben 2814. Samantha C. Schlenger 2815. Jodi Marie Schley 2816. Rebecca Ann Schmid 2817. Eric L. Schmidt 2818. Hans L. Schmidt 2819. Jamie Schmidt 2820. Jason Eric Schmidt 2821. Kevin Schmidt 2822. Dawn Lee Schmitt 2823. Hanna Jo Schmitt 2824. Julia Schmitt 2825. Matthew D Schnabl 2826. Dan L Schneider 2827. Daniel T Schneider 2828. Darlyne Ann Schneider 2829. Donna Lee Schneider 2830. Michael Robert Schneider 2831. Michael Schneiders 2832. Scott L Schoellkopf 2833. Daniel C Scholz NYI- 4343979v1 34 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 247 of 255 2920. Heather Marie Shockey 2921. Pamela Mary Shriver 2922. Cortez Pierre Shropshire 2923. Michelle Lynn Shufelt 2924. Andrew Cory Shumaker 2925. Joanna M Sickels 2926. Heather A. Silbaugh 2927. Brittany A. Silva 2928. John Edward Silva 2929. Nathan Jospeh Silva 2930. Benjamin Silverman 2931. Michael R Silvia 2932. Aaron J Simmons 2933. Stephen E Simmons 2934. James M. Simmons Jr 2935. Ashley Renee Simms 2936. Isabel Simon 2937. Ian M. Sinclair 2938. Steve M. Sinclair 2939. Alison E Singer 2940. Devindra N. Singh 2941. Shonia Latisha Singletary 2942. Ryan Singleton 2943. Brandon John Sinkler 2944. Michael W Sirr 2945. Joyce E. Sistek 2946. Stephen M Sitzman 2947. Daniel C. Skaparas 2948. Adam J Skibek 2949. Jessica E. Skinner 2950. Mark Teodoro Skinner 2951. Steve Skorburg 2952. Heather Ann Skutnik 2953. Patricia A. Slack 2954. Ben C. Sladick 2955. Amanda Slater 2956. Tom F. Slavens 2957. Joshua S Sloane 2958. Jessica Ann Slutsky 2959. Rayshawn Demetrius Small 2960. David R. Smay 2961. Kristopher Scott Smeltzer 2962. Matthew Smiadak 2877. Margaret Alyssa Senior 2878. Rita Mary Seretti 2879. Mohamed Sesay 2880. Nicholas Shawn Setter 2881. Michael Christopher Seufert 2882. Chelsey Amber Shade 2883. Ryan T. Shadel 2884. Usama Ahmed Shaikh 2885. Hamza M. Shakir 2886. Susan R Shamas 2887. Joshua K Shamblin 2888. Michael Joseph Shannon 2889. Rachelle N Shanrock 2890. Cecileah L. Shansky 2891. Alexandra Shaphren 2892. Danielle Marie Sharp 2893. Dawn Marie Sharp 2894. Joshua Sharp 2895. Rebecca Jeanne Sharp 2896. Timothy D Sharpe 2897. Patrick Ryan Sharshel 2898. Gretchen C Shaub 2899. Christopher E. Shaw 2900. Kara L. Shaw 2901. Nathan E. Shaw 2902. Roy Chester Shaw 2903. John Edward Shearer 2904. Brien Tangaloa Sheehan 2905. David A Sheets 2906. Eric N. Sheley 2907. Terry L. Shell 2908. Joseph N Shellito 2909. Wayne Allen Shelor 2910. Timothy J Shelton 2911. Randi B. Shenkman 2912. Scott Michael Sherlock 2913. George Edward Sherman 2914. James R Sherman 2915. Catherine Ann Sheroan 2916. Ryan Christopher Shields 2917. Blaine Brady Shirk 2918. Lisa A. Shirkey 2919. Irina Shneyderman NYI- 4343979v1 35 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 248 of 255 3006. Amanda Jane Soczka 3007. Jeffrey A Soda 3008. Jody E. Soderlind 3009. Brian A. Sokolowski 3010. Matt A. Solberg 3011. Lenzy Aaron Solomon 3012. Randolph Solomon Sr 3013. Eric J Sommers 3014. Daniel K. Sonnemaker 3015. Greg L. Sonnemaker 3016. Will Robert Sorensen 3017. David Wallace Sorrell 3018. Ranisha Marie Sowell 3019. Matthew C Spangler 3020. Pamela P. Spelke 3021. John J. Spellman 3022. Christopher Warren Spence 3023. Edward A. Spencer 3024. Keshia L Spencer 3025. Laurie J. Spencer 3026. David Lee Spencer Jr 3027. Erik Gerome Spiller 3028. Robert D Spillers II 3029. Jessica Spindel 3030. Douglas Lamar Spivey 3031. Adam Edward Sponholz 3032. Ronald Andrew Spotts 3033. Daniel John Sprague 3034. William C. Sprow 3035. Michael Leo Squillace II 3036. Ashlie Michelle St. Clair 3037. John St. Martin 3038. Andrew M. St. Pierre 3039. Nicholas Michael Staab 3040. Gregory Stabile 3041. Dannette Marie Stackhouse 3042. Michael William Stacy 3043. Deborah J. Stadler 3044. James Andrew Stahl 3045. Thomas G. Stamatoukos 3046. James Kevin Stanback 3047. Kayla G Stanberry 3048. Kristy A. Stanek 2963. Rebecca J. Smilgis 2964. Amy E. Smith 2965. Beau G Smith 2966. Bruce H. Smith 2967. Cory D Smith 2968. Dana John Smith 2969. Daniel Wilson Smith 2970. Danielle Dior Smith 2971. David Alan Smith 2972. David E. Smith 2973. Donald J. Smith 2974. Eric Hardeman Smith 2975. Gregory Arthur Smith 2976. Jeffrey Wood Smith 2977. John W. Smith 2978. Joshua Michael Smith 2979. Kenneth E. Smith 2980. Maranda M. Smith 2981. Marian L Smith 2982. Matthew Ryan Smith 2983. Michael Patrick Smith 2984. Micheal Curtis Smith 2985. Monica S. Smith 2986. Patricia Ann Smith 2987. Richard Andrew Smith 2988. Sandra F Smith 2989. Scott Michael Smith 2990. Sean Sherrod Smith 2991. Steven M. Smith 2992. Terrance Terrell Smith 2993. Timothy Austin Smith 2994. Travis J. Smith 2995. William Harrison Smith 2996. William Paul Smith 2997. Terry Wayne Smith Jr 2998. Douglas W. Snelling 2999. Jason Snodgrass 3000. Ross M. Snow 3001. Jessica Snug 3002. Greg M. Snyder 3003. Kristofer W. Snyder 3004. Michael William Snyder 3005. Mike Snyder NYI- 4343979v1 36 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 249 of 255 3092. Karen J Stocz 3093. Sara Stofcho 3094. Melissa Marie Stone 3095. Daniel Stonehouse 3096. Charles L. Stowe II 3097. Ryan C. Stowell 3098. Scott Alexander Strader 3099. Dustin Strange 3100. Elayna Lorraine Stribling 3101. Eric M. Strid 3102. Matthew J. Striffler 3103. Becky A Strock 3104. Blake L Stuart 3105. Matthew A. Stump 3106. Peter Stumpf 3107. Kathleen M Sturgeon 3108. Dondi Joe Sturm 3109. Diana I Stutzman 3110. Jessica Ann Sukaloski 3111. Dustin Samuel Sulecki 3112. Joseph Scott Sullivan 3113. Robert T. Sullivan 3114. Philip L. Sullivan Jr. 3115. Mostafa M Sultan 3116. Philip A Susdorf 3117. Michelle Lynn Sutcliffe 3118. Steven K. Suter 3119. Brent T. Sutherlin 3120. Bryan C. Sutton 3121. Myranda Rachael Sutton 3122. Adam Michael Swartz 3123. Maggie C. Swartzfager 3124. Brittany Sweat Sweat 3125. Johnathan Sweeney 3126. Dale B Sweitzer 3127. Mark Anthony Swiatek 3128. Tiffany Lynn Swick 3129. Edward James Swienski 3130. Bryan Lee Swinford 3131. William Lee Switzer Jr 3132. Aaron M. Sworden 3133. Jeffrey S Sykes 3134. Regina M. Szczesniak 3049. Kyle Alan Stanek 3050. Mary E Stanko 3051. William O. Stanley 3052. Josephine P. Stansbury 3053. Jeffrey Allen Stansell 3054. Donald G Stanton 3055. Eliot D Stanton 3056. Craig Randall Staples 3057. John M Stavrinakis 3058. Christopher Anthony Stawasz 3059. Samantha Lynn Stead 3060. Joseph M. Steck 3061. Elizabeth E. Steele 3062. Leticia S. Steele 3063. Zabrina L Steele 3064. Thaddeus H Stefan 3065. Joseph C Stefano 3066. April R. Steffeck 3067. Paul G. Steffeck 3068. James Irving Stein 3069. Rex C. Steinbaugh 3070. Garrett Robert Steiner 3071. James William Stella 3072. Ryan William Stender 3073. Jason P. Stephens 3074. Nicole R Stern 3075. Brian Charles Sternberg 3076. Sean F Stevens 3077. Lashonda Dynette Stevenson 3078. Natalie Ann Stevenson 3079. Alan J. Stevers 3080. Amanda Lenore Stewart 3081. Jess D Stewart 3082. June Rachael Stewart 3083. Matt Stewart 3084. Nathaniel Albert Stewart 3085. Neekka Y Stewart 3086. Monroe R Stewart IV 3087. David Bernard Stiller 3088. Robert Stillman 3089. Checquila Danyelle Stinson 3090. Albert C. Stock 3091. Josh Eulan Stockton NYI- 4343979v1 37 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 250 of 255 3178. Robert Warren Thomas 3179. Skyler Lee Thomas 3180. Brenda Sue Thompson 3181. Bryant James Thompson 3182. Kelly A Thompson 3183. Michelle S. Thompson 3184. William Thompson 3185. Gregg Eldon Thorsen 3186. Chris Allen Thrasher 3187. Sydney L Thweatt III 3188. William E. Tibbits 3189. Nathan Tick 3190. Lawrence Steve Tierney 3191. George C. Tiesmeyer Jr 3192. Michael Charles Tillis 3193. Steven G. Tilney II 3194. Cory J. Tilson 3195. Jedidiah Donald Timm 3196. Gene M. Timothy 3197. Abigail Erica Tingle 3198. Robert Michael Tisch 3199. Jacob M Toberman 3200. Michael Jason Tobin 3201. Paul J Tocco 3202. Natalie Anne Tomberlin 3203. Leonard Louis Tomlinson 3204. Angela Marie Tonda 3205. Matthew G. Toomey 3206. Caroline C Topel 3207. Kevin Charles Tornga 3208. Andres C. Toro 3209. Carmen Maria Torres 3210. Chris W. Torres 3211. Stephanie Ann Torres 3212. Kevin Scott Totaro 3213. Lucie Toussaint 3214. Keri A Toutant 3215. Thomas Wayne Townley Jr. 3216. Jaclyn E Townsend 3217. Michael D Townsend 3218. Shavonte Shamika Townsend 3219. Rodney Eugene Toy 3220. Jennifer Boyd Tracy 3135. Michael P. Tagliaferri 3136. Joseph J Talarico Jr 3137. Chad Robert Talotta 3138. Hemmalaya Tann 3139. Christi S Tanner 3140. Kareem Tarzan 3141. Alyssa N. Tate 3142. Patrick Brian Tatum 3143. Courtney Anne Taylor 3144. Donte Maurice Taylor 3145. Elise Ann Taylor 3146. Jamil Taylor 3147. Mary Grace Taylor 3148. Nadine E Taylor 3149. Richard Ross Taylor 3150. Ryan Michael Taylor 3151. Shadock D Taylor 3152. William E Taylor 3153. Brian Scott Tebo 3154. Lori A. Tempesco 3155. Ashley N. Temple 3156. Alicia Janee Tensley 3157. Michael Thomas Termini 3158. Matthew Terracciano 3159. Craig Matthew Terry 3160. Jeffrey R. Tessier 3161. Shawn Michael Tew 3162. Scot L Thixton 3163. Anthony Darryl Thomas 3164. Brian Oliver Thomas 3165. Brian W Thomas 3166. Bryan Temio Thomas 3167. Darien R. Thomas 3168. Edward J. Thomas 3169. Erica Monique Thomas 3170. Ericka L. Thomas 3171. John L. Thomas 3172. Kenneth E. Thomas 3173. Lauren Jean Thomas 3174. Melanie Lynn Thomas 3175. Michael A Thomas 3176. Michael Lloyd Thomas 3177. Nikita Larshawn Thomas NYI- 4343979v1 38 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 251 of 255 3264. Michael Robert Unrath 3265. Robert Edward Upson 3266. Sarah E Ussery (Morphew) 3267. Alan C Vaesa 3268. Amy Victoria Vagnoni 3269. Michael Justin Valento 3270. Dennis J. Vallee 3271. Alina J Van Allen 3272. Natalie A Van Meter 3273. Dan Vana 3274. Ken Jacob Vana 3275. Tammy Christina VanAtta 3276. Caitlin A. Vanbrunt 3277. Jessica Susan Vance 3278. Dan R. Vandermeulen 3279. William Michael Vansickle 3280. Marguerite May Vantangoli 3281. Mark V VanTassel 3282. David W Varney 3283. Kenneth P. Vary 3284. Victor Vasquez 3285. Jose L. Vazquez 3286. Michelle Renea Vebber 3287. Antonio R Vega 3288. Thomas J Vehige 3289. Chandra Pududkattil Velayudhan 3290. Eric D. Veline 3291. Jaime Luis Ventura 3292. David Benjamin Venus 3293. Michael J Vess 3294. Alexander Klaus Veston 3295. Ashley Elizabeth Vickery 3296. James Vie-Carpenter 3297. Amanda N Vigil 3298. Angela B Villabon 3299. Crystal Gabrielle Villarreal 3300. Dana E. Villiers 3301. Meredith Lynn Villiers 3302. Garry Vilnits 3303. Susan Marie Vinci 3304. Matthew James Vitale 3305. Tyler Robert Vlasic 3306. Bradley D Vogel 3221. Kristen Mary Tranchida 3222. Morgan K Tranquist 3223. Jennifer Trapp Trapp 3224. Christopher T Traub 3225. Stephen William Travis 3226. Leah C. Traylor 3227. Jonathan Brian Tredwell 3228. Raymond W Trepkau 3229. Nicholas Wayne Trevelyan 3230. Joshua William Trevino 3231. Nicholas Scott Trimble 3232. Thomas A Trombetta 3233. Lisa K. Troncone 3234. Dianna Lynn Trotta 3235. Luther L Trout 3236. Robert J. Trozzi 3237. Brandon Ercci Trujillo 3238. Dorothy A. Trujillo 3239. Vincent Ramon Trujillo 3240. Elyse M. Trumble 3241. Christopher Anthony Tschiffely 3242. Tshikala Tshibaka 3243. James Eedwin Tucker 3244. Craig Evan Tully 3245. Edward William Tulowiecki 3246. Alex L. Tunstall 3247. Nancy A Turkovich 3248. Chris George Turner 3249. Eunice Shanay Turner 3250. Jeremiah Jai Turner 3251. Louis Ray Turner 3252. Ronald E Tuttle 3253. Wesley R. Tuttle 3254. Aaron C Tye 3255. Boone Michael Tyler 3256. Brandy Renee Tyler 3257. Renee Elizabeth Udell 3258. Jamie F. Uihlein 3259. Robin Heidi Ulas 3260. Sean C Underhill 3261. Jammal D. Underwood 3262. Malcolm Stanley Underwood 3263. Robert T Unger Jr NYI- 4343979v1 39 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 252 of 255 3350. Kevin J. Wanichko 3351. Jennifer Ann Wansack 3352. John B. Ward 3353. Kevin F Ward 3354. Linda Ward 3355. Angela J. Warfield 3356. Heather Anne Warman 3357. Corey C. Warner 3358. Gerald Eugene Warner 3359. Philip I. Warner 3360. Daniel Keith Warnick 3361. Priesch Revae Warren 3362. Ernestine Warthon 3363. Daniel J Waters 3364. Michelle L Watkins 3365. Tanir P. Watkins 3366. Andre Jacre Watson 3367. Brandon C. Watson 3368. Jared James Watson 3369. Tre-nale Watson 3370. Jessica P Watts 3371. Anthony D Wauters 3372. Desarae Lynn Wayne 3373. Travis Keys Weadock 3374. Charles M Weaver 3375. Jennifer A. Weaver 3376. Leigh Blair Weaver 3377. Michael A. Webb 3378. Randall DeWayne Webb 3379. Terrell M. Webb 3380. Julius L. Weber 3381. Andrea M. Wedul 3382. Gary Dean Weed 3383. Roy C. Weedmark 3384. Anthony Weeks 3385. Clara Elizarnet Weeks 3386. Scott Alan Weidner 3387. Sarah Ellen Weik 3388. Abraham Julius Weinstein 3389. Derrick S. Weisenberger 3390. Matthew E. Weisinger 3391. Stefanie G Weisinger 3392. Brian R. Weiss 3307. Curtis M. Vogelhuber 3308. Paul W. Vollmer III 3309. Emmanuella Volney 3310. Anthony George Volz 3311. Kurt Wolfgang Vonbrandt 3312. Nicholas Robert Votta 3313. Thomas C Voyer 3314. Elias H Wachter 3315. Tim L. Wade 3316. Reynold R Waedekin 3317. Casey R Wagaman 3318. Barbara Ann Wagner 3319. Kimberly Wagner 3320. Justin R Wahowski 3321. John X. Waibel 3322. Eric M Wainwright 3323. Misty L Waite 3324. Corey R Wakefield 3325. Wojciech Piotr Wala 3326. Stacie Eileen Waldrop 3327. Adrianne Leigh Walker 3328. Bryant T. Walker 3329. Chris Maurice Walker 3330. Christopher Aaron Walker 3331. La'Toya A. Walker 3332. Leondra LaKisha Walker 3333. Marcus K Walker 3334. Mikel Shawn Walker 3335. Robert A Walker 3336. William G. Walker 3337. William J. Walker 3338. Matthew D Walkowicz 3339. Adam Christopher Wallace 3340. Brittaney Nicole Wallace 3341. Stephanie M Wallace 3342. Sabrina Crystal Walling 3343. Thomas M. Walrath 3344. John Martin Walsh 3345. Jasminette M. Walston 3346. Julie Marie Walters 3347. Timothy P Walters 3348. Brittany Hope Walton 3349. Susan M. Wamstad NYI- 4343979v1 40 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 253 of 255 3436. Charles Foster Whitford 3437. Dorian S. Whitley 3438. Nichole A Whitlock 3439. Shannon Marie Whitmore 3440. Crystal Marie Whitney 3441. Jeshurun David Whittenburg 3442. William James Wiand 3443. Tiffany Marie Wibel 3444. Joshua Louis Wick 3445. Mark Wickham 3446. Amanda Ashley Wieduwilt 3447. Jake B Wier 3448. Michelle R Wilcox 3449. Denise L Wilder 3450. Jonathan H. Wiles 3451. Joshua S. Wilgoren 3452. Aisha Wilkes 3453. Anthony M Wilkins Jr 3454. Brandon Gene Willems 3455. Nancy J. Willer 3456. Aaron Robert Williams 3457. Andrew M. Williams 3458. Anitra Lynette Williams 3459. Chance A. Williams 3460. David Gerald Williams 3461. David Charles Williams 3462. Diane Lynn Williams 3463. Dion C. Williams 3464. Elesha Williams 3465. Hanna Williams 3466. Isiah Darrell Williams 3467. John E Williams 3468. Jon Stephan Williams 3469. Josie A Williams 3470. Kendricks Welton Williams 3471. Kevin Ross Williams 3472. Latrese Bobbi Williams 3473. Mai Jyun Williams 3474. Paris Levon Williams 3475. Paul J. Williams 3476. Rachel E Williams 3477. Ricky A. Williams 3478. Susan L. Williams 3393. David Weissman 3394. Tina A Weisz 3395. Shilo M Welch 3396. Jody R. Wells 3397. Mark Bradley Wells 3398. Judy Weltle 3399. Roger W. Wendel 3400. Susan Kae Wendt 3401. David L. Wenzel 3402. John Richard Wernquist 3403. Amanda K Werst 3404. Matthew Ryan Wertz 3405. Jessica Noel Wesling 3406. Floyd L. West 3407. James M West 3408. Michael A. West 3409. Nicholas E. West 3410. Tameaka I. West 3411. Robert E. Westaway Jr. 3412. Robert Alan Westfall 3413. Stanley Melvin Wetters Jr 3414. John Travis Wettroth 3415. Kevin Wetzel 3416. Michael W Weyrauch 3417. Kimberly A Whalen 3418. Charlene L. Wheeler 3419. Sherri Lynn Wheeler 3420. Perry B. Whitaker 3421. Bradley R White 3422. Courtney J White 3423. Derrick Lamonte White 3424. Douglas Richard White 3425. James C. White 3426. Janet E White 3427. Joshua R White 3428. Justin Edward White 3429. Matthew G White 3430. Victoria Monica White 3431. Zavious Q. White 3432. Derek White Jr 3433. Jessica L. Whitehurst 3434. Darlene Whiteman 3435. April Delores Whiteside NYI- 4343979v1 41 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 254 of 255 3522. Jessica Nicole Worsham 3523. Christian Andrew Wozniak 3524. Alan Lee Wright 3525. Andre' C Wright 3526. Claudie L Wright 3527. Jamie Shawn Wright 3528. Justin Russell Wright 3529. Katrina D. Wright 3530. Lauren Wright 3531. Brandon C Wroblewski 3532. Jessica Rae Wulf 3533. Richard Norman Wunderle 3534. Grace A. Wyant 3535. James D Wyrembelski 3536. James M Wyrwicki 3537. Julie Ann Yates 3538. Michael R Yeary 3539. Konstantin Yegorov 3540. Cynthia M Yelich 3541. Matt Alan Yelling 3542. Laura Dee Yingling 3543. Steve L Yoakum 3544. Kara M. Yoder 3545. Zachary Austin Yoder 3546. Robert G. Yokel Jr. 3547. Tamba Mike Yolain 3548. Jason E Yost 3549. James Youkhanis 3550. Christine M. Young 3551. Deanna L Young 3552. Dock Alonzo Young 3553. Joshua R. Young 3554. Kara Marie Young 3555. Kristina Marie Young 3556. Robert L. Young 3557. Johnathan G. Yung 3558. Latrese Dashawn Younger 3559. Michelle Christine Ysasaga 3560. Matthew Patrick Yusko 3561. Karen A Zabelski 3562. Matthew E. Zacher 3563. William M Zahner 3564. Daniel K Zaluski 3479. Tronice W. Williams 3480. Twonisha S. Williams 3481. Joshua K. Willins 3482. Dustin R Willis 3483. Akil Jamiar Willoughby 3484. Nicole Shinique Willoughby 3485. Linda J. Wills 3486. Amy L. Wilson 3487. Christopher P. Wilson 3488. Corey A. Wilson 3489. Jeffrey D. Wilson 3490. Jeremy Edward Wilson 3491. John M Wilson 3492. Erikka Louise Wilt 3493. Justin L. Winch 3494. David Thomas Winchester 3495. Cameron Eric Winfield 3496. Sarah L. Wingerden 3497. Douglas Edward Winters 3498. Ryan W. Winters 3499. Douglas E Winterstein 3500. Leroy P Wisniewski 3501. Edward J. Wlazlowski 3502. Sean W Wojdula 3503. Joseph Alexander Wojeski 3504. Christine M Wolbert 3505. Charles A Wolbert IV 3506. Brett A. Wolf 3507. Joseph Scott Wolfe 3508. Heather Lee Wolff 3509. Kristen Lun Wolff 3510. Cory Dean Wolford 3511. Shelby Don Wolford 3512. Amanda M Wood 3513. Banesha Anshanette Wood 3514. Michael Antonio Wood 3515. Stuart M Wood 3516. Christian A. Woods 3517. Keith Lamont Woods 3518. Tyree Jerrell Woodward 3519. Christopher J Woody 3520. Edward Esler Woolman 3521. William T. Worrilow NYI- 4343979v1 42 Case 6:05-cv-06253-CJS-JWF Document 384-2 Filed 01/28/11 Page 255 of 255 3577. Jay H. Zimberg 3578. Abbie T. Zippert 3579. Holly Christina Zitza 3580. Richard A. Zollinger 3581. Matthew J. Zonies 3582. Marc Zucconi 3583. Jason Robert Zuerlein 3584. Kenneth E. Zullo 3585. Peter Zurla 3586. Henry Zussman 3587. Josh M. Zydlo 3588. Deborah A. Zydzik 3565. Melanie Bianca Zamora 3566. Kelly A. Zarembski 3567. Victoria Lorraine Zaugg 3568. Joseph M. Zebrowski 3569. James J. Zechmann 3570. Robert Karl Zeh 3571. Robert Edward Zeilstra 3572. Andrew Zeiter 3573. Heather Marie Zibrat 3574. Alexander George Zicopoulos 3575. Jeffery Lee Ziegler 3576. Paul E Zika NYI- 4343979v1 43