EXHIBIT 2 - Amazon S3 · EXHIBIT A . INDIVIDUAL EXCLUDED FROM CLASS- REQUEST FOR EXCLUSION . FILED...

EXHIBIT 2

4:12-cv-14103-GAD-DRG Doc # 149-3 Filed 09/21/15 Pg 1 of 82 Pg ID 4165

INDEX OF EXHIBITS TO SETTLEMENT AGREEMENT

Exhibit A: List of Opt-Out Excluded from Class Exhibit B: List of Settled Individuals Excluded from Class Exhibit C: List of Class Members Exhibit D: Proposed Final Order Exhibit E: Notice Exhibit F: Plan of Allocation Exhibit G: Proposed Preliminary Approval Order


EXHIBIT A

INDIVIDUAL EXCLUDED FROM CLASS- REQUEST FOR EXCLUSION

FILED UNDER SEAL PURSUANT TO COURT ORDER

-Intentionally Omitted-


EXHIBIT B

INDIVIDUALS EXCLUDED FROM CLASS- SETTLED PARTIES




EXHIBIT C

LIST OF CLASS MEMBERS NOT OTHERWISE EXCLUDED




EXHIBIT D


UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION JOHN B. DAVIDSON, individually and on behalf of others similarly situated, Plaintiff, v. HENKEL CORPORATION, HENKEL OF AMERICA, INC., and HENKEL CORPORATION DEFERRED COMPENSATION AND SUPPLEMENTAL RETIREMENT PLAN and its COMMITTEE AS ADMINISTRATOR OF THE HENKEL CORPORATION DEFERRED COMPENSATION AND SUPPLEMENTAL RETIREMENT PLAN, Defendants.

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Case No. 12-cv-14103-GAD-DRG Hon. Gershwin A. Drain Mag. David R. Grand CLASS ACTION

______________________________________________________________/

PROPOSED FINAL ORDER AND JUDGMENT

WHEREAS, the Named Plaintiff John B. Davidson, on behalf of himself

and members of the class (“Class”) against Henkel Corporation, Henkel of

America, Inc., and Henkel Corporation Deferred Compensation and Supplemental

Retirement Plan and its Committee as Administrator of the Henkel Corporation

Deferred Compensation and Supplement Retirement Plan (collectively “Henkel” or

“Defendants” and together with Named Plaintiff and Class, collectively the


“Settling Parties”) entered into a Settlement Agreement dated ______, that

provides for the payment of $3,350,000 (inclusive of attorneys’ fee and costs) and

a complete dismissal against Defendants on the terms and conditions set forth in

the Settlement Agreement, subject to the approval of this Court (the “Settlement”);

WHEREAS, by Order dated _____, 2015 (the “Preliminary Approval

Order”), this Court (a) preliminarily approved the Settlement; (b) ordered that

notice of proposed Settlement be provided to members of the Class; (c) provided

Class Members with the opportunity to object to the proposed Settlement; and (d)

scheduled a hearing regarding final approval of the Settlement;

WHEREAS, due and adequate notice has been given to the Class; and

WHEREAS, the Court conducted a hearing on ___, 2015 (“Final

Approval Hearing”) to (a) determine whether the Settlement should be approved

by the Court as fair, reasonable and adequate; (b) determine whether judgment

should be entered pursuant to the Settlement Agreement, inter alia, dismissing

the Action against Defendants with prejudice and extinguishing and releasing

all Released Claims (as defined therein) against all Henkel Releasees; (c) rule

on Class Counsel’s application for an award of Attorneys’ Fees and the

reimbursement of Litigation Expenses and Notice and Administration Costs;

(d) rule on the Named Plaintiff’s request for a Service Award; and (e) rule on

such other matters as the Court may deem appropriate.


The Court has considered all matters submitted to it at the Final

Approval Hearing and otherwise, the pleadings on file, the applicable law, and

the record.

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Court, for purposes of this Final Order adopts all defined terms

as set forth in the Settlement, and incorporates them herein by reference as if

fully set forth.

2. The Court has jurisdiction over the subject matter of the Action,

and all matters relating to the Settlement, as well as personal jurisdiction over all

of the Settling Parties and each of the Class Members.

3. The Notice and the notice methodology implemented pursuant to

the Settlement Agreement and the Court’s orders: (i) constituted the best notice

practicable under the circumstances to all persons within the definition of the

Class; (ii) constituted notice that was reasonably calculated, under the

circumstances, to apprise Class Members of the pendency of the Action, of the

effect of the Settlement Agreement, including releases, of their right to object to

the proposed Settlement, of their right to participate in the Settlement, and of

their right to appear at the Final Approval Hearing; (iii) were reasonable and

constituted due, adequate and sufficient notice to all persons or entities entitled to

receive notice; and (iv) met all applicable requirements of the Federal Rules of


Civil Procedure, the United States Constitution (including the Due Process

Clause), the Rules of the Court and any other applicable law.

4. Pursuant to and in accordance with Rule 23 of the Federal Rules

of Civil Procedure, the Settlement, including, without limitation, the Settlement

Amount, the releases set forth therein, and the dismissal with prejudice of the

Released Claims against the Released Parties set forth therein, is finally approved

as fair, reasonable and adequate. The Settling Parties are hereby authorized and

directed to comply with and to consummate the Settlement in accordance with

the Settlement Agreement, and the Clerk of this Court is directed to enter and

docket j u dg me n t in the Action accordingly.

5. The Action and the Complaint and all claims included therein, as

well as all Released Claims (defined in the Settlement Agreement), are dismissed

with prejudice as against each and all of the Henkel Releasees (defined in the

Settlement Agreement).All Class Members on behalf of themselves and their

respective predecessors, successors and assigns, are hereby deemed to have

finally, fully, and forever released, relinquished, and discharged all of the Henkel

Releasees from the Released Claims.

6. Except as otherwise provided in the Settlement Agreement, the

Parties are to bear their own attorneys’ fees and costs.


7. Notwithstanding Paragraph 5, nothing in this Final Order shall bar

any action or claim by any of the Settling Parties to enforce or effectuate the terms

of the Settlement Agreement or this Final Order.

8. This Final Order and the Settlement Agreement, including any

provisions contained in the Settlement Agreement, any negotiations, statements, or

proceedings in connection therewith, or any action undertaken pursuant thereto:

a. shall not be admissible in any action or proceeding for any reason,

other than an action to enforce the Settlement terms; and

b. is not, and shall not be deemed, described, construed, offered or

received as evidence of any presumption, concession, or admission

by any person or entity of the truth of any fact alleged in the

Action; the validity or invalidity of any claim or defense that was

or could have been asserted in the Action or in any litigation; the

amount of damages, if any, that would have been recoverable in the

Action; or any liability, negligence, fault, or wrongdoing of any

person or entity.

9. Henkel Corporation, or its designee, shall be responsible for making

all payments and distributions from the Gross Settlement Fund pursuant to the Plan

of Allocation and as provided in the Settlement Agreement.


10. The Plan of Allocation is approved as fair and reasonable, and Class

Counsel is directed to administer the Settlement in accordance with the terms

and provisions of the Settlement Agreement.

11. The Court further finds that the Named Plaintiff and Class Counsel

adequately represented the Class Members in entering into and implementing the

Settlement.

12. No Class Member shall have any claim against Class Counsel or

Defendants based on the distributions made substantially in accordance with the

Settlement A g r e e m e n t and Plan of Allocation as approved by the Court and

further orders of the Court.

13. Any order approving or modifying the Plan of Allocation set forth

in the Notice, the application by Class Counsel for an award of Attorneys’ Fees

and reimbursement of Litigation Expenses and Notice and Administration Costs,

or the application for Named Plaintiff’s Service Award, shall not disturb or affect the

finality of this Final Order or the Settlement Agreement.

14. The Notice stated that Class Counsel would move for Attorneys’

F ees in an amount not to exceed $1,290,000 from the Gross Settlement Fund, and

Litigation Expenses in an amount not to exceed $36,000. In their Motion for

Final Approval, Class Counsel requested Attorneys’ Fees of _____ from the Gross

Settlement Fund and Litigation Expenses of ________.


15. Class Counsel is hereby awarded a total of _______ in Attorneys’

Fees and _____ in Litigation Expenses pursuant to 29 U.S.C. §1132(a) and (g),

which sum the Court finds to be fair and reasonable. The foregoing award of fees

and expenses shall be paid to Class Counsel, The Miller Law Firm, P.C., from the

Gross Settlement Fund, and such payment shall be made at the time and in the

manner provided in the Settlement Agreement.

16. The Named Plaintiff, John B. Davidson as a Service Award is

awarded _____ for his service, costs and expenses directly relating to the

representation of the Class, which sum the Court finds to be fair and reasonable.

The foregoing award shall be paid to the Named Plaintiff from the Gross

Settlement Fund, and such payment shall be made at the time and in the manner

provided in the Settlement Agreement.

17. In making this award of A t torneys’ Fees and Litigation Expenses

and the Service Award to be paid from the Gross Settlement Fund, the Court has

considered and found that:

a. The Settlement includes a gross cash award of $3,350,000 (three

million, three hundred and fifty thousand dollars), which

includes Attorneys’ Fees and Litigation Expenses and provides for

recovery of an amount equal to each Class Member’s decreased

benefits attributable to Defendants’ failure to withhold FICA taxes in


accordance with the Special Timing Rule, along with 5% interest on

past damages and a 40% tax gross up as defined in the Plan of

Allocation, which will provide substantial benefit to the Class

Members;

b. The Settlement also provides for valuable, yet unquantified relief in

the form of an abatement of the assessment of FICA to the

Nonqualified Benefits received by any Surviving Spouse of any

deceased Class Member effective January 1, 2015. The Settlement

further provides for indemnification of the Surviving Spouse in the

event the IRS, an administrative agency, court, audit or Henkel

determines that Defendants must assess FICA to the Nonqualified

Benefits received by the Surviving Spouse after January 1, 2015.

The Settlement additionally provides for indemnification of any

Class Member in the event the IRS, an administrative agency or

court determines that any Class Member owes FICA on Nonqualified

Benefits for any of the tax years prior to 2011, arising from

Defendants’ failure to properly determine FICA liability on Class

Member Nonqualified Benefits for those tax years.

c. Notice was disseminated to Class Members stating that Class

Counsel were moving for Attorneys’ F ees not to exceed


$ 1 , 2 9 0 , 0 0 0 from the Gross Settlement Fund, and for Litigation

Expenses in an amount not to exceed $36,000. Class Counsel filed

their application for Attorneys’ Fees and reimbursement of

Litigation Expenses 14 days prior to the deadline for objections

in this Action, and ____objection was filed by a Class Member

against the terms of the proposed Settlement or Attorneys’ Fees

and Litigation Expenses contained in the Notice and Class

Counsel’s application;

d. Class Counsel has conducted the litigation and achieved the

Settlement in good faith and with skill, perseverance and diligent

advocacy;

e. The Action involves complex factual and legal issues and was

actively prosecuted for over three years, proceeded until trial was

imminent, and, in the absence of a settlement, would involve further

lengthy proceedings with uncertain resolution of the complex factual

and legal issues;

f. The parties filed multiple motions including a motion to dismiss,

numerous discovery motions, a motion for class certification and

motions for summary judgment and partial summary judgment,

along with extensive supplemental briefing;


g. Had Class Counsel not achieved the Settlement there would remain

a significant risk that the Named Plaintiffs and the Class may have

recovered substantially less from the Defendants;

h. The amount of Attorneys’ Fees and Litigation Expenses awarded

from the Gross Settlement Fund are fair and reasonable under all of

the circumstances and consistent with awards in similar cases; and

i. The Service Award is fair and reasonable considering the time

commitment and diligence of the Named Plaintiff in prosecuting this

action on behalf of the Class Members and is consistent with service

awards in similar cases.

18. Without affecting the finality of this Final Order in any way, the

Court reserves exclusive and continuing jurisdiction over the Action for purposes

of: (a) supervising the implementation, enforcement, construction, and

interpretation of the Settlement Agreement, the Plan of Allocation, and this Final

Order; (b) supervising the distribution of the Gross Settlement Fund and/or the

Net Settlement Fund; and (c) resolving any dispute regarding a party’s right to

terminate pursuant to the terms of the Settlement Agreement.

19. In the event that the Settlement is terminated or does not become

Final in accordance with the terms of the Settlement Agreement for any reason

whatsoever, then this Final Order shall be rendered null and void and shall be


vacated to the extent provided by and in accordance with the Settlement

Agreement, and, in such event, all orders entered and releases delivered in

connection herewith shall be null and void to the extent provided by and in

accordance with the Settlement Agreement.

20. There is no reason for delay in the entry of this Final Order and

immediate entry by the Clerk of the Court is expressly directed pursuant to Rule

54(b) of the Federal Rules of Civil Procedure.

21. Therefore, the Motion for Attorney Fees and Costs and Service

Award and the Motion for Approval of Settlement and Plan of Allocation of

Settlement Proceeds are GRANTED.

IT IS SO ORDERED

_______________________


EXHIBIT E


Date of Notice:_____

United States District Court for the Eastern District of Michigan Southern Division

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION,

FINAL APPROVAL HEARING, AND MOTION FOR ATTORNEYS’ FEES, REIMBURSEMENT OF LITIGATION EXPENSES AND NAMED PLAINTIFF’S SERVICE

AWARD

A federal court authorized this notice. This is not a solicitation from a lawyer.

Your legal rights might be affected if you are a member of the following class:

All persons receiving vested nonqualified retirement benefits based on a Henkel employee’s retirement prior to 2007 who were subject to Defendants’ Error in failing to timely and correctly determine FICA taxes and apply the Special Timing and Non-duplication Rules at the time of retirement to vested benefits and whose benefits were reduced by the ‘correction’ of the error imposed by Henkel. Please read this notice carefully and completely. If you are a member of the class to whom this notice is addressed, the Settlement will affect your rights. You are not being sued in this matter. You do not have to appear in court, and you do not have to hire an attorney. If you are in favor of the Settlement, you need not do anything to approve of the Settlement, This notice (“Notice”) advises you of a settlement (the “Settlement”) that has been reached in a

class action lawsuit (the “Action”) brought by Named Plaintiff John B. Davidson on behalf of himself and the class identified above (the “Class”) against Defendants Henkel Corporation, Henkel of America, Inc. and Henkel Corporation Deferred Compensation and Supplemental Retirement Plan and its Committee as Administrator of the Henkel Corporation Deferred Compensation and Supplement Retirement Plan (“Defendants” or “Henkel”).

The United States District Court for the Eastern District of Michigan has preliminarily approved the Settlement, and has scheduled a hearing to evaluate the fairness and adequacy of the Settlement at which the Court will consider the Named Plaintiff’s motion for final approval of the Settlement, motion for approval of a proposed Plan of Allocation, and motion for an award of Attorneys’ Fees, Litigation Expenses and Service Award to the Named Plaintiff.

The hearing, before the Honorable Gershwin A. Drain, has been scheduled for _____, 2015 at ___ in Courtroom 110, United States District Court for the Eastern District of Michigan, Theodore Levin U.S. Courthouse, 231 W. Lafayette Blvd., Room 564, Detroit, MI 48226.

The terms of the Settlement are contained in a document, a copy of which is available by contacting Class Counsel identified below. Capitalized terms used in this Notice and not defined herein have the meanings assigned to them in the Settlement Agreement.

If it is approved by the Court, the Settlement will provide for cash payments directly to, or for the benefit of, members of the Class. The Settlement is summarized below.


FOR MORE INFORMATION 1-248-609-7613 or 1-248-841-2213 Page 1

Further information regarding the Class, the Action, and this Notice may be obtained by contacting Class Counsel.

Defendants’ records indicate that you meet the definition of a Class Member. If you believe this is incorrect, please contact Class Counsel.

Your legal rights are affected whether you act or do not act, so please read this Notice carefully:

YOUR LEGAL RIGHTS AND OPTIONS IN THIS CLASS ACTION YOU CAN OBJECT (WHICH MUST BE FILED NO LATER THAN____, 2015)

If you wish to object to any part of the Settlement, you can write to the Court and counsel and explain why you do not like the Settlement.

YOU CAN GO TO THE HEARING (_____, 2015 AT ____)

If you have submitted a timely, written objection to the Court and counsel, as explained below, you can ask to speak in Court about the fairness of the Settlement.

IF YOU DO NOTHING If you do nothing and the Court approves the Settlement, you will be subject to and bound by all applicable terms of the Settlement.

These rights and options – and the deadlines to exercise them- are explained in this Notice.

WHAT THIS NOTICE CONTAINS BASIC INFORMATION Page 2 1. Why did I receive this Notice? 2. What is this lawsuit about? What has happened so far? 3. Are filed papers in this lawsuit available? 4. Why is this a class action? 5. Why is there a settlement? WHO IS IN THE SETTLEMENT Page 4 6. How do I know if I am part of the Settlement? THE SETTLEMENT BENEFITS Page 4 7. What does the Settlement provide? 8. How much will my payment be? HOW YOU GET A PAYMENT Page 6 9. How can I get a payment? 10. When would I get my payment? 11. Can I exclude myself from the Settlement? THE LAWYERS REPRESENTING YOU Page 6 12. Do I have a lawyer in this case? 13. How will the lawyers be paid? OBJECTING TO THE SETTLEMENT Page 7 14. How do I tell the Court that I don’t like the Settlement? 15. When and where will the Court decide whether to approve



the Settlement? 16. Do I have to come to the hearing? 17. May I speak at the hearing? GETTING MORE INFORMATION Page 9 19. How do I get more information?

BASIC INFORMATION

1. Why did I receive this Notice package? The Court has directed that this Notice to be sent to you because you have a right to know about the proposed Settlement with Henkel before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and any related objections and appeals are favorably resolved, the Net Settlement Fund will be allocated among Class Members according to a Court-approved Plan of Allocation and the Henkel Releasees will be released from all Released Claims, as set forth in the Settlement Agreement.

This Notice explains the Action, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how you will receive your portion of the benefits. This Notice also is to inform you of a hearing (the “Final Approval Hearing”) to be held by the Court to consider the fairness, reasonableness and adequacy of the proposed Settlement and to consider the application of Class Counsel for an award of Attorneys’ Fees and reimbursement of Litigation Expenses, as well as an application for a Service Award to John B. Davidson (the Named Plaintiff).

The Final Approval Hearing will be held at ____ on ______, 2015, in Courtroom 110 before the Honorable Gershwin A. Drain at the United States District Court for the Eastern District of Michigan, Theodore Levin U.S. Courthouse, 231 W. Lafayette Blvd., Room 564, Detroit, MI 48226

The issuance of this Notice is not an expression of the Court’s opinion of the merits of any claim in this Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, payment to Class Members will be made after all related appeals, if any, are favorably resolved. It is always uncertain whether such appeals can be favorably resolved, and resolving them can take time, perhaps more than a year. Please be patient.

2. What is this lawsuit about? What has happened so far? The lawsuit alleges that at the time each Class Member retired, Defendants failed to follow the Special Timing Rule promulgated by the Internal Revenue Service for the determination of Federal Income Contributions Act (“FICA”) taxes on non-qualified retirement benefits provided under certain plans. It is alleged that this was an error and that this error caused Class Members to pay taxes that they would not have had to pay if the Special Timing Rule had been followed thereby reducing the Class Members’ net benefits. The damages the lawsuit seeks to recover are for taxes Named Plaintiff believes should not have been paid but for the Defendants’ failure to follow the Special Timing Rule. In 2011, Henkel took steps to address the earlier failure to collect FICA taxes on these benefits. Because of the way this was handled, the Named Plaintiff in the Action alleges that Class Members have paid and/or will in the future pay more in FICA taxes than they otherwise would have paid if the Special Timing Rule had been followed thus reducing their benefits. Named Plaintiff also alleged that the Class was entitled to statutory attorneys’ fees.



The Defendants deny these claims, deny that they committed any error or otherwise improperly applied FICA tax rules, and have asserted that the Class Members have received the full amount of benefits that they are entitled to receive under the affected retirement plans. Accordingly, Defendants deny that any Class Members are entitled to any compensation or other relief. After the Action was filed, Defendants moved to dismiss Named Plaintiff’s complaint on various legal grounds. Judge Drain granted the Motion to Dismiss in part and denied it in part and allowed certain of Named Plaintiff’s claims to proceed. Thereafter, Defendants answered the complaint, denying all allegations of wrongdoing and asserting affirmative defenses. The parties then engaged in extensive legal and factual research and discovery. On September 29, 2014, the Court certified the Class and appointed John B. Davidson as Class Representative, and The Miller Law Firm, P.C. as Class Counsel. The parties filed motions for “summary judgment” in which they argued that they should each prevail as a matter of law. On January 6, 2015, the Court denied Defendants’ Motion for Summary Judgment and Granted Plaintiff’s Motion for Partial Summary Judgment, finding Defendants liable under Count I and mooting Count III of the Complaint. The Court thereafter set a trial date for the determination of the appropriate remedy for Defendants’ liability under Count I, which sought relief under the Employee Retirement Income Security Act of 1974 (“ERISA”). The parties commenced preparation for trial, conducted settlement negotiations and briefed issues relating to remand to the claims process and applicable ERISA statutory relief and estoppel. Then, on April 23, 2015, after lengthy negotiation facilitated by Magistrate Judge David R. Grand between the parties, the parties agreed to the terms of this Settlement.

3. Are filed papers in this lawsuit available? This Notice does not fully describe all of the claims, contentions and defenses of the parties. The pleadings and other papers filed in the Action are available from Class Counsel; online for a fee via the Case Management Electronic Case Filing system of the federal court; or for inspection during business hours at the Office of the Clerk of the Court, United Stated District Court for the Eastern District of Michigan. The title of this case is John B. Davidson on behalf of himself and all others similarly situated vs. Henkel Corporation, et, al., Case No. 12-14103-GAD-DRG. 4. Why is this a class action? In a class action, one or more plaintiffs, referred to as a “named plaintiff”, sue on behalf of people who have similar claims. All of the individuals on whose behalf the Named Plaintiff in this Action are suing are members of a “class” referred to in this Notice as Class Members. Because Named Plaintiff believes that the wrongful conduct alleged in this case affected a number of participants in a similar way, the Named Plaintiff filed this case as a putative class action. On September 29, 2014, the Court certified the Class and appointed John B. Davidson as Class Representative and The Miller Law Firm, P.C. as Class Counsel. 5. Why is there a settlement? The Court did not decide in favor of the Class or Defendants with respect to the appropriate amount of damages as a result of Defendants’ liability under Count I. Instead, the Named Plaintiff and Defendants have agreed to a Settlement to resolve the Action. In reaching the Settlement, they have avoided the cost and time of proceeding to trial, as well as an appeal of the trial outcome. As with any litigation, the Named Plaintiff would face an uncertain outcome if this case proceeded further. Pursuing the case against Defendants could result in a verdict offering relief greater than this Settlement, a verdict for less money for than the Named Plaintiff has obtained in this Settlement, or no recovery at all. This litigation has been contested from the outset. Throughout this litigation, the Named Plaintiff and Defendants have disagreed on both liability and damages, including the application of ERISA statutory and common law to



a claim arising out of the administration of a nonqualified retirement benefit plan. Based on these risks and an evaluation of other unique risks presented by this case, the Named Plaintiff and Class Counsel believe the Settlement is in the best interests of all members of the Class. Additional information concerning the Settlement and these factors is available in the motion for preliminary approval of the Settlement, which may be obtained by contacting Class Counsel. As stated above, this Settlement is the product of extensive arm’s-length negotiations between Class Counsel and Defendants’ Counsel, all of whom are very experienced with respect to complex litigation of this type. Class Counsel believes the proposed Settlement is fair, reasonable and adequate and in the best interest of the Class.

WHO IS IN THE SETTLEMENT 6. How do I know if I am part of the Settlement? Judge Drain decided that everyone who fits this description is a Class Member: All persons receiving vested nonqualified retirement benefits based on a Henkel employee’s retirement prior to 2007 who were subject to Defendants’ Error in failing to timely and correctly determine FICA taxes and apply the Special Timing and Non-duplication Rules at the time of retirement to vested benefits and whose benefits were reduced by the ‘correction’ of the error imposed by Henkel. If you are a member of the above Class, and have not previously submitted an Exclusion Request Form, your share of the Net Settlement Fund will be determined according to the Court-approved Plan of Allocation.

THE SETTLEMENT BENEFITS 7. What does the Settlement provide? The Settlement includes a gross cash award of $3,350,000 (three million three hundred and fifty thousand dollars) which is inclusive of any Attorney’s Fees and Litigation Expenses that may be awarded by the Court. Your actual recovery will depend upon the net amount in the Gross Settlement Fund after disbursements and reserves for certain amounts as described in the Settlement. These amounts include expenses associated with Notice to the Class, Court-approved Attorney’s Fees and Litigation Expenses paid to Class Counsel for compensation and reimbursement associated with the Action, a Court-awarded Service Award paid to Named Plaintiff for his involvement in the Action, and other costs related to the administration of the Gross Settlement Fund and implementation of the Plan of Allocation (the “Net Settlement Fund”). The Net Settlement Fund will be allocated and paid to Class Members according to a Plan of Allocation to be approved by the Court and which is described below. The Settlement provides for recovery of an amount equal to each Class Member’s decreased benefits attributable to Defendants’ failure to withhold FICA taxes in accordance with the Special Timing Rule. The Settlement Amount also includes interest on past damages and a tax gross up. Defendants also agree to cease the assessment of FICA to the Nonqualified Benefits received by any Surviving Spouse of any deceased Class Member effective January 1, 2015. To the extent Defendants have assessed FICA to the Nonqualified Benefits received by any Surviving Spouse after January 1, 2015 and the Effective Date of the Settlement, Defendants shall reverse such withholding or reimburse prior withholdings, if necessary. Further, the Settlement provides that Defendants will indemnify the Surviving Spouse in the event the IRS, an administrative entity, court, audit or Henkel determines that Defendants must assess FICA to the Nonqualified Benefits received by the Surviving Spouse after January 1, 2015.



In addition, the Settlement provides that Defendants will indemnify Class Members in the event the IRS, an administrative entity or court determines that any Class Member owes FICA on Nonqualified Benefits for any of the tax years prior to 2011, arising from Defendants’ failure to properly determine FICA liability on Class Member Nonqualified Benefits for those tax years. In exchange for payment of the Settlement Amount, all Class Members and anyone claiming through them are deemed to fully release the Henkel Releasees from all Released Claims. The release provides that each Class Member fully releases and waives any and all Released Claims, including Unknown Claims, against the Henkel Releasees. The release further provides that Class Members agree and covenant not sue or seek to institute, maintain, prosecute, argue, or assert in any action or proceeding connected with, arising out of, or substantially related to, any of the Released Claims. Released Claims include all actual or potential claims or causes of action, whether known or unknown, that have been brought, could have been brought, or could be brought against the Henkel Releasees that relate to the treatment of Class Members’ nonqualified retirement benefits for FICA purposes.

The terms included in the release are defined in the Settlement Agreement. This means that the Class Members will not have the right to sue the Henkel Releasees for any such claims if the Settlement is approved. The description of the Settlement in this Notice is only a summary. The complete terms, including the definitions of the Henkel Releasees and Released Claims, are set forth in the Settlement Agreement (including its exhibits), which may be obtained by contacting Class Counsel listed below. 8. How much will my payment be? At the Final Approval Hearing, Class Counsel will request the Court approve the Plan of Allocation attached hereto as Exhibit 1. The Plan of Allocation describes the manner in which the Net Settlement Fund will be distributed to the Class Members. In general terms, the Net Settlement Fund will be allocated to Class Members in accordance with the Plan of Allocation attached hereto as Exhibit 1. In general, the Plan of Allocation will provide for:

1. an amount equal to each Class Member’s decreased benefits prior to January 1, 2015 (“Past”) attributable to Defendants’ failure to withhold FICA taxes in accordance with the Special Timing Rule;

2. interest on the Past decreased benefits directly attributable to Defendants’ failure to withhold FICA taxes in accordance with the Special Timing Rule;

3. an amount equal to each Class Member’s decreased benefits after January 1, 2015 (“Future”) directly attributable to Defendants’ failure to withhold FICA taxes in accordance with the Special Timing Rule projected to life expectancy; and

4. a tax gross up on both the Past and Future decreased benefits to Defendants’ failure to withhold FICA taxes in accordance with the Special Timing Rule (as recognition that each Class Member’s recovery may be subject to FICA and payroll taxes as an employment related payment).

You are not responsible for calculating the amount you may be entitled to receive under the Settlement. This calculation will be done as part of the implementation of the Settlement, and will be based on reasonably available information.



HOW YOU GET A PAYMENT

9. How can I get a payment? You do not need to take any further action to receive your portion of the recovery. However, it is recommended that you contact Class Counsel to ensure that your contact information is up to date. With respect to any payments designated in the Plan of Allocation as representing wages subject to tax withholding, Defendants shall be responsible for withholding any necessary employee portion of payroll taxes (including FICA) from the payments that are made to each Class Member from the Net Settlement Fund. Defendants shall withhold from such payments federal income tax at the IRS supplemental wage rate of 25% (as defined in IRS Publication 15 (2015), Circular E, Section 7), Social Security tax at 6.2% and Medicare tax at 1.45% from each Class Member’s settlement payment. In addition, Defendants shall withhold from such payments state and/or local taxes at the rate currently being used for withholding of such taxes from the Class Members’ Nonqualified Benefits.

Defendants and Class Counsel are not providing any tax, accounting, or legal advice to Named Plaintiff or Class Members and make no representations regarding tax obligations or consequences related to or arising from this Settlement. Named Plaintiff and each Class Member will assume such federal, state, and/or local tax obligations or consequences (including payment of all taxes and required reporting), if any, which arise from amounts paid under this Settlement.

You are urged to consult with your tax advisors concerning any federal, state, local, foreign and/or other tax consequences, including potential additional tax liability or a potential refund, that may arise due to receipt of the settlement payment.

10. When would I get my payment ? Payment is conditioned upon several matters, including the Court’s approval of the Settlement and that approval becoming Final and no longer subject to any appeals. Upon satisfaction of various conditions, the Net Settlement Fund will be distributed to Class Members by check. These payments occur pursuant to the terms of the Plan of Allocation (attached hereto as Exhibit 1) within 14 business days after the Effective Date of the Settlement. Any appeal of the Final Order could take more than a year. In the event that any check issued from the Net Settlement Fund to a Class Member is returned in the mail, Henkel Corporation shall use all reasonable secondary efforts to resend the check to such Class Member. If the secondary mailing of the check to such Class Member is returned in the mail, the check shall be considered unallocated or unclaimed funds and will be handled consistent with applicable state law regarding unclaimed property. The Settlement may be terminated on several grounds, including if the Court does not approve or otherwise materially modifies the terms of the Settlement. If the Settlement is terminated, the Action will proceed as if the Settlement had not been reached. 11. Can I exclude myself from the Settlement ? No. If you did not previously submit an Exclusion Request Form you are unable to exclude yourself from the Settlement . You do, however, have an opportunity to object to the Settlement as discussed in Question 14, below.

THE LAWYERS REPRESENTING YOU 12. Do I have a lawyer in this case? The Court has appointed The Miller Law Firm, P.C. as Class Counsel. You will not be charged directly by this firm. If you want to be represented by your own lawyer, you may hire one at your own expense.



13. How will the lawyers be paid? Class Counsel will apply to the Court for an award of Attorneys’ Fees and reimbursement of Litigation Expenses for their work. The application for Attorneys’ Fees will not exceed $1,290,000, exclusive of costs and expenses in connection with the prosecution of this Action. Class Counsel’s request for reimbursement of Litigation Expenses will not exceed $36,000. Any award of fees and expenses incurred by Class Counsel in prosecuting the Action on behalf of the Class will be paid from the Gross Settlement Fund prior to allocation and payment to Class Members. Class Counsel will also apply to the Court for a Service Award to Named Plaintiff for his time and participation in this Action not to exceed $15,000. The written application for Attorneys’ Fees and Litigation Expenses, together with the application for a Service Award to the Named Plaintiff, will be filed by____[date]), and the Court will consider this application at the Final Approval Hearing. A copy of the application may obtained by contacting Class Counsel listed below. To date, Class Counsel have not received any payment for their services in prosecuting this Action on behalf of the Class, nor have counsel been reimbursed for their out-of-pocket expenses incurred in connection with litigating this Action. The fee requested by Class Counsel would compensate appointed counsel for their efforts in achieving the Settlement for the benefit of the Class and for their risk in undertaking this representation on a contingency basis. The Court will determine the actual amount of the award. Objecting to the Attorneys’ Fees By following the procedures described in Question 14, you can tell the Court that you do not agree with the Attorneys’ Fees and Litigation Expenses Class Counsel seeks and ask the Court to deny their motion or limit their award.

OBJECTING TO THE SETTLEMENT You can tell the Court that you don’t agree with the settlement or some part of it. 14. How do I tell the Court that I don’t like the Settlement? Any Class Member may appear at the Final Approval Hearing and explain why he or she thinks the Settlement should not be approved as fair, reasonable and adequate and why a judgment should not be entered thereon, why the Attorneys’ Fees and Litigation Expenses should not be awarded, in whole or in part, or why the Named Plaintiff should not be awarded a Service Award, in whole or in part. However, no Class Member shall be heard or entitled to contest these matters unless such individual has filed with the Court written objections. Written objections should state all supporting bases and reasons for the objection, set forth proof of their membership in the Class, clearly identify any and all witnesses, documents or other evidence of any kind that are to be presented at the Final Approval Hearing in connection with such objections, and further describe the substance of any testimony to be given by themselves as well as by any supporting witnesses. To object, you must send a letter or other written statement saying that you object to the Settlement , the Attorneys’ Fees and Litigation Expenses claim and/or the Service Award in Davidson v. Henkel Corporation, et al, Case No. 12-14103-GAD-DRG. Be sure to include your name, address, telephone number, signature, and a full explanation of all reasons why you object to the Settlement. Your written objection must be filed with the Court, and served upon the counsel listed below, by no later than ________, 2015. File with the Clerk of the Court: Clerk of the Court



United States District Court for the Eastern District of Michigan Theodore Levin U.S. Courthouse 231 W. Lafayette Blvd., Room 564 Detroit, MI 48226 Re: Davidson v. Henkel Corporation, et al, Case No. 12-14103-GAD-DRG. And, by the same date, serve copies of all such papers by mail to each of the following: Class Counsel:

Sharon S. Almonrode Emily E. Hughes The Miller Law Firm, P.C. 950 West University Drive Rochester, MI 48307 Defendants’ Counsel: Ian H. Morrison Amanda A. Sonneborn Seyfarth Shaw LLP 131 S. Dearborn, Suite 2400 Chicago, IL 60603 UNLESS OTHERWISE ORDERED BY THE COURT, ANY CLASS MEMBER WHO DOES NOT OBJECT IN THE MANNER DESCRIBED HEREIN WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTION TO THE PROPOSED SETTLEMENT AND THE APPLICATION FOR ATTORNEYS’ FEES AND LITIGATION EXPENSES AND SERVICE AWARD 15. When and where will the Court decide whether to approve the Settlement ? The Court will hold a Final Approval Hearing at ____on _____, Courtroom 110 before the Honorable Gershwin A. Drain at the United States District Court for the Eastern District of Michigan, Theodore Levin U.S. Courthouse, 231 W. Lafayette Blvd., Room 564, Detroit, MI 48226. 16. Do I have to come to the hearing? Class Counsel will answer any questions that the Court may have about the Settlement at the Final Approval Hearing. You are not required to attend the Final Approval Hearing, but are welcome to come at your own expense. If you send an objection, you do not have to come to Court to discuss it. As long as you filed your written objection on time, it will be before the Court when the Court considers whether to approve the Settlement as fair, reasonable and adequate. You may also have your own lawyer attend the Final Approval Hearing at your expense, but such attendance is not mandatory. 17. May I speak at the hearing? If you are a Class Member and you have filed a timely objection, if you wish to speak, present evidence of present testimony at the Final Approval Hearing, you must state in your objection your intention to do so, and must identify any witnesses you intend to call or evidence you intend to present.



The Final Approval Hearing may be rescheduled by the Court without further notice to the Class. If you wish to attend the Final Approval Hearing, you should confirm the date and time with Class Counsel.

GETTING MORE INFORMATION 18. How do I get more information? To obtain more information, contact Class Counsel: Class Counsel:

Sharon S. Almonrode Emily E. Hughes The Miller Law Firm, P.C. 950 West University Drive Rochester, MI 48307 248-609-7613 or 248-841-2213


EXHIBIT F


PROPOSED PLAN OF ALLOCATION OF THE NET SETTLEMENT FUND

1. The Net Settlement Fund will be allocated among Class Members

pursuant to the method described below.1

2. The amount of each Class Member payment will be determined in

accordance with the following formula:

a. an amount equal to each Class Members’ decreased benefits prior to

January 1, 2015 (“Past”) attributable to Defendants’ failure to

withhold FICA taxes in accordance with the Special Timing Rule;

b. interest at a rate of 5% on the Past decreased benefits;

c. an amount equal to each Class Members’ decreased benefits after

January 1, 2015 (“Future”) directly attributable to Defendants’ failure

to withhold FICA taxes in accordance with the Special Timing Rule

projected to life expectancy; and

d. a tax gross up at a rate of 40% on both the Past and Future decreased

benefits (as recognition that each Class Members’ recovery may be

subject to FICA and payroll taxes as an employment related payment).

The tax gross up for Past decreased benefits shall be calculated by the

following formula: Past decreased benefits plus interest at a rate of 1 Capitalized terms not otherwise defined herein shall have the meaning set forth in the Settlement Agreement.


5% on the Past decreased benefits, divided by 0.6. The tax gross up

for Future decreased benefits shall be calculated by the following

formula: Future decreased benefits divided by 0.6.

3. The individual Class Member payment amounts calculated using the

method described in Paragraph 2 are listed in Appendix A to this Plan of

Allocation, which is being filed under seal.

4. No Class Member whose pro rata share of the Net Settlement Fund is

less than $5.00 shall receive a distribution from the Net Settlement Fund. Rather,

that Class Member’s share shall be redistributed among all remaining Class

Members.


APPENDIX A TO PLAN OF ALLOCATION




EXHIBIT G


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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION JOHN B. DAVIDSON, individually and on behalf of others similarly situated, Plaintiff, v. HENKEL CORPORATION, HENKEL OF AMERICA, INC., and HENKEL CORPORATION DEFERRED COMPENSATION AND SUPPLEMENTAL RETIREMENT PLAN and its COMMITTEE AS ADMINISTRATOR OF THE HENKEL CORPORATION DEFERRED COMPENSATION AND SUPPLEMENTAL RETIREMENT PLAN, Defendants.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

Case No. 12-cv-14103-GAD-DRG Hon. Gershwin A. Drain Mag. David R. Grand CLASS ACTION

__________________________________________________________________/

ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT AND APPROVAL OF NOTICE PLAN

WHEREAS, this Action involves a class action lawsuit brought by Named

Plaintiff, John B. Davidson, individually and as a representative of the respective

class (“Class”) against Henkel Corporation, Henkel of America, Inc., and Henkel

Corporation Deferred Compensation and Supplemental Retirement Plan and its

Committee as Administrator of the Henkel Corporation Deferred Compensation


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and Supplement Retirement Plan (collectively “Henkel” or “Defendants” and

together with Named Plaintiff and Class, the “Settling Parties”);

WHEREAS, on or about April 23, 2015, Named Plaintiff for himself and as

class representative on behalf of the Class (the Class Members) and Defendants

reached a preliminary agreement to settle the claims in this Action;

WHEREAS, the Settling Parties executed a Settlement Agreement on

September __, 2015;

WHEREAS, the Settlement Agreement, together with the exhibits thereto,

set forth the terms and conditions of the proposed settlement of the claims alleged

in Plaintiff Class’s Complaint (“Complaint”); and

WHEREAS, the Named Plaintiff has presented the Settlement of the Action

to the Court for Preliminary Approval, pursuant to Rule 23 of the Federal Rules of

Civil Procedure, in accordance with the Settlement Agreement.

Now, pursuant to Plaintiff’s Unopposed Motion for Preliminary Approval

(Doc No.__), the Court has preliminarily considered the Settlement Agreement

to determine, among other things, whether the Settlement is sufficient to warrant

the issuance of notice to members of the Class and held a hearing on same on

____, 2015. Upon reviewing the Settlement Agreement, Plaintiff Class’s

Motion for Preliminary Approval of Class Action Settlement and Approval of


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Notice Plan, and the supporting brief, IT IS HEREBY ORDERED,

ADJUDGED, AND DECREED as follows:

1. The Court, for purposes of this Order Granting Preliminary

Approval of Class Action Settlement and Approval of Notice Plan ( “Order”),

adopts all defined terms as set forth in the Settlement Agreement unless

otherwise defined herein.

2. The Court preliminarily finds that (i) the proposed Settlement

resulted from extensive arm’s-length negotiations; (ii) the proposed Settlement

was agreed to after the vast majority of the case had been litigated and trial on the

issue of the appropriate remedy was imminent, and only after Class Counsel had

conducted extensive legal research and fact and expert discovery regarding the

strengths and weaknesses of Named Plaintiff’s and the Class’ claims; (iii) Class

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

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

adequate to warrant sending notice of the proposed Settlement to the Class.

Having considered the essential terms of the Settlement under the recommended

standards for preliminary approval of settlements as set forth in relevant

jurisprudence, the Court finds that the members of the Class, whose claims

would be settled, compromised, dismissed and released pursuant to the


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Settlement, should be given notice and an opportunity to be heard regarding

final approval of the Settlement.

3. Class Counsel is authorized to act on behalf of the Class with respect

to all acts required by, or which may be given pursuant to, the Settlement

Agreement, or such other acts that are reasonably necessary to consummate the

proposed Settlement set forth in the Settlement Agreement.

4. The Court orders Class Counsel to mail the Notice.

5. The Court preliminarily approves the Settlement of the Action as set

forth in the Settlement Agreement and the Notice, subject to the right of any

member of the Class to challenge the fairness, reasonableness and adequacy of the

Settlement, Settlement Agreement or the proposed Plan of Allocation, and to show

cause, if any exists, why a final judgment dismissing the Action based on the

Settlement Agreement should not be ordered herein after adequate notice to the

Class has been given in conformity with this Order.

6. Pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, a

hearing (the “Final Approval Hearing”) shall be held on______, 2015, at____, the

Honorable G e r s h w i n A . D r a i n presiding, in the United States District

Court for the Eastern District of Michigan, Courtroom 110, United States District

Court for the Eastern District of Michigan, Theodore Levin U.S. Courthouse, 231

W. Lafayette Blvd., Room 564, Detroit, MI 48226 to:


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a. determine whether the Settlement should be approved by the

Court as fair, reasonable and adequate, and in the best interests of the Class;

b. determine whether the notice method utilized by the Settling

Parties: (i) constituted the best practicable notice; (ii) constituted notice

reasonably calculated, under the circumstances, to apprise members of the

Class of the pendency of the litigation, their right to object to the

Settlement, and their right to appear at the Final Approval Hearing; (iii)

was reasonable and constituted due, adequate, and sufficient notice to all

persons entitled to receive notice; and (iv) meets all applicable requirements

of the Federal Rules of Civil Procedure and any other applicable law;

c. determine whether the Final Order should be entered

pursuant to the Settlement Agreement, inter alia, dismissing the Action

against Defendants with prejudice, extinguishing and releasing all Released

Claims as set forth in the Settlement Agreement and barring claims as set

forth in and subject to the Settlement Agreement;

d. determine whether to approve the Plan of Allocation;

e. determine whether the applications for Attorneys’ Fees,

Litigation Expenses and Service Award to the Named Plaintiff are fair and

reasonable and should be approved; and


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f. rule on such other matters as the Court may deem

appropriate.

7. The Court reserves the right to adjourn the Final Approval Hearing

or any aspect thereof, including the consideration for the application for

Attorneys’ F ees and Litigation Expenses, without further notice to the Class.

8. The Court reserves the right to approve the Settlement at or after

the Final Approval Hearing without further notice to the Class.

9. Named Plaintiff and Defendants have presented to the Court a

proposed form of Notice, appended to the Settlement Agreement as Exhibit E.

The Court finds that such Notice fairly and adequately: (a) describes the terms

and effect of the Settlement and the Plan of Allocation; (b) notifies the Class

of the amounts that Class Counsel will seek in Attorneys’ Fees and Litigation

Expenses, and the amounts requested in Service Award for the Named Plaintiff

for his service in such capacity, all to be paid from the Gross Settlement Fund; (c)

gives notice to the Class of the time and place of the Final Approval Hearing; and

(d) describes how Class Members may object to all or any aspect of the

Settlement.

10. Named Plaintiff has proposed the following manner of

communicating the Notice to members of the Class:


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a. Defendants shall provide an updated list of addresses for the

Class Members to Class Counsel within five (5) business days following

the Court’s entry of the Preliminary Approval Order.

b. By no later than seven (7) calendar days after the date of this

Preliminary Approval Order, cause the Notice, with such non-

substantive modifications thereto as may be agreed upon by the Settling

Parties, to be provided by first-class mail, postage prepaid, to the last

known address of each member of the Class consistent with the method

of notice to class members following certification of the Class in

September 2014; and

c. The Settling Parties shall reasonably cooperate with one

another to accomplish the requirements of this paragraph 10, as provided

in the Settlement Agreement. The costs and expenses of preparing and

disseminating the Notice shall be paid from the Gross Settlement Fund,

as provided in the Settlement Agreement.

11. The form and method of Notice specified herein is the best notice

practicable, shall constitute due and sufficient notice to all persons and entities

entitled to receive such notice, and fully satisfies the requirements of due process

and Rule 23 of the Federal Rules of Civil Procedure.


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12. Any Class Member who wishes to object to the fairness,

reasonableness, or adequacy of the Settlement, to any term of the Settlement, to

the Plan of Allocation, to the proposed award of Attorneys’ Fees and Litigation

Expenses, or to the request for Service Award for the Named Plaintiff, may file

an objection. An objector must file with the Court and serve upon counsel listed

below: (i) a written notice containing the person or entity’s name, address,

telephone number and signature; (ii) a statement of such person or entity’s

objection(s) to any matters before the Court; and (iii) specifying the ground(s) or

reason(s), if any, for each such objection made, including any legal support and/or

evidence that such objector wishes to bring to the Court’s attention or introduce

in support of such objection. Such filings shall be served on the Court and

counsel as follows:

To The Court: Clerk of the Court United States District Court for the Eastern District of Michigan Theodore Levin U.S. Courthouse 231 W. Lafayette Blvd., Room 564 Detroit, MI 48226 Re: Davidson v. Henkel Corporation, et al, Case No. 12-14103-GAD-DRG. Class Counsel: Sharon S. Almonrode Emily E. Hughes The Miller Law Firm, P.C. 950 West University Drive Rochester, MI 48307 Defendants’ Counsel:


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Ian H. Morrison Amanda A. Sonneborn Seyfarth Shaw LLP 131 S. Dearborn, Suite 2400 Chicago, IL 60302

The objector or his, her, or its counsel (if any) must effect service of

copies of the objection on counsel listed above and file it with the Court at least

twenty-one (21) calendar days prior to the Final Approval Hearing. If an objector

hires an attorney to represent him, her, or it for the purposes of making such

objection pursuant to this paragraph, the attorney must also effect service of a

notice of appearance on counsel listed above and file it with the Court at least

twenty one (21) calendar days prior to the Final Approval Hearing. Any member

of the Class or other person who does not timely file and serve a written

objection complying with the terms of this paragraph shall be deemed to have

waived, and shall be foreclosed from raising any objection to the Settlement, and

any untimely objection shall be barred absent an order from the Court. Named

Plaintiff and/or Defendants shall file any reply or response to any objection at

least seven (7) calendar days prior to the Final Approval Hearing.

13. Class Counsel shall file a final approval motion, on behalf of Class

Counsel, and their request for approval of the Plan of Allocation, petition for

Attorneys’ Fees, Service Award and Litigation Expenses at least thirty-five (35)

calendar days prior to the Final Approval Hearing.


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14. Any objector who files and serves a timely, written objection may

also appear at the Final Approval Hearing, either in person or through qualified

counsel retained at the objector’s expense. Objectors or their attorneys

intending to appear at the Final Approval Hearing must comply with the Local

Rules of this Court and must effect service of a notice of intention to appear

setting forth the name, address, and telephone number of the objector (and, if

applicable, the name, address, and telephone number of the objector’s

attorney) on Class Counsel and Defendants’ Counsel (at the addresses set out

above) and file it with the Court at least twenty-one (21) calendar days prior to

the Final Approval Hearing. Any objector who does not timely file and

serve a notice of intention to appear in accordance with this paragraph shall not

be permitted to appear at the Final Approval Hearing, except by order of the

Court for good cause shown.

15. If this Settlement is not approved by the Court, is terminated in accordance with the terms of the Settlement Agreement o r otherwise does

not become final for any reason whatsoever, the Settlement Agreement and

any actions taken or to be taken in connection therewith (including this

Preliminary Approval Order and any judgment entered herein), shall be

terminated and shall become void and of no further force and effect, except

that any obligations or provisions relating to payment of Notice and


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Administration Costs, and any other obligation or provision that is expressly

designated in the Settlement Agreement to survive termination of the

Settlement, shall survive.

16. All proceedings in the Action, other than such proceedings as may be

necessary to carry out the terms and conditions of the Settlement, are hereby

stayed and suspended until further order of this Court. Pending final approval

of the Settlement, Named Plaintiff and all members of the Class are barred,

enjoined, and restrained from commencing, prosecuting, continuing, or asserting

in any forum, either directly or indirectly, on their own behalf or on behalf of

any class or other person, any Released Claim against any Henkel Releasee.

17. The Settlement Agreement, whether or not consummated, and the

negotiations thereof and any related communications made, proceedings taken,

or orders entered pursuant thereto, are not admissible as evidence for any purpose

against Defendants, Named Plaintiff or Class Members in any pending or future

litigation involving any of the parties. This Preliminary Approval Order shall

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

against Defendants of any fault, wrongdoing, breach, or liability and Defendants

specifically deny any such fault, breach, liability, or wrongdoing. This

Preliminary Approval Order shall not be construed or used as an admission,

concession, or declaration by or against Named Plaintiff or the Class that their


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claims lack merit or that the relief requested in the Action is inappropriate,

improper, or unavailable. This Preliminary Approval Order shall not be

construed or used as an admission, concession, declaration, or waiver by any

party of any arguments, defenses, or claims he, she or it may have in the event

that the Settlement is terminated. Moreover, the Settlement and any proceedings

taken pursuant to the Settlement are for settlement purposes only. Neither the

fact of, nor any provision contained in the Settlement or its exhibits, nor any

actions taken thereunder shall be construed as, offered into evidence as, received

in evidence as, and/or deemed to be evidence of a presumption, concession, or

admission of any kind as to the truth of any fact alleged or validity of any defense

that has been, could have been, or in the future might be asserted.

18. No person or entity that is not a Class Member or counsel for Named

Plaintiff shall have any right to any portion of, or in the distribution of, the Gross

Settlement Fund or Net Settlement Fund unless otherwise ordered by the Court

or otherwise provided in the Settlement Agreement.

19. The Court hereby retains jurisdiction over this Action to consider all

further matters arising out of or connected with the Settlement, including

enforcement of the releases provided for in the Settlement Agreement.

20. The Court may, for good cause, extend any of the deadlines set

forth in this Preliminary Approval Order without further written notice.


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Dated: ______________________________ GERSHWIN A. DRAIN United States District Court Judge


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