ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT WITH DREAMWORKS ANIMATION SKG INC.

Re: Dkt. No. 305

LUCY H. KOH, District Judge.

On October 17, 2016, Plaintiffs filed a motion for preliminary approval of class action settlement with Defendant DreamWorks Animation SKG, Inc. ("DreamWorks"). ECF No. 338. Along with the motion for preliminary approval, the parties filed a proposed Notice to be distributed to Class Members. ECF No. 338-4. The Court held a Preliminary Approval Hearing on January 19, 2017. During the Preliminary Approval Hearing, the Court proposed a number of suggested changes to the proposed Notice, to which the parties agreed. Accordingly, these changes have been incorporated into an Amended Notice included as an exhibit to this Order. ECF No. 353-1 (red-lined copy of Amended Notice); ECF No. 353-2 (clean copy of Amended Notice).

Having reviewed the briefs and arguments of the parties, the relevant law, and the record in this case, the Court GRANTS Plaintiffs' motion for preliminary approval with DreamWorks.

WHEREAS plaintiffs, on behalf of themselves and the class, and DreamWorks have independently agreed, subject to Court approval following notice to the class and a hearing, to settle the above-captioned matter ("Lawsuit") upon the terms set forth in the Settlement Agreement;

WHEREAS, this Court has reviewed and considered the Settlement Agreement entered into among the parties, together with all exhibits thereto, the record in this case, and the briefs and arguments of counsel;

WHEREAS, plaintiffs have moved for an order granting preliminary approval of the Settlement Agreement;

WHEREAS, this Court preliminarily finds that the Settlement Agreement is fair, reasonable, and adequate;

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. Unless otherwise defined herein, all terms that are capitalized herein shall have the same meaning ascribed to those terms in the Settlement Agreement.

2. The Court has jurisdiction over this Action (and all actions and proceedings consolidated in the Action), Plaintiffs, Class Members, DreamWorks, the remaining defendants, and any party to any agreement that is part of or related to the Settlement Agreement.

3. Federal Rule of Civil Procedure 23(e) provides that a proposed settlement in a class action case must be initially approved by the Court. The Court is to determine whether the proposed settlement is "fair, reasonable, and adequate." Rule 23(e)(2). As a first step, plaintiffs must seek preliminary approval of the proposed settlement, which is an "initial evaluation" of the fairness of a proposed settlement. Manual for Complex Litigation (Fourth) § 21.632 (2015). In determining whether the proposed settlement is "fundamentally fair, adequate, and reasonable" the Court makes a preliminary determination of whether to give notice of the proposed settlement to the class members and an opportunity to voice approval or disapproval of the settlement. Staton v. Boeing Co., 327 F.3d 938, 952 (9th Cir. 2003) (quoting Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998)); see Manual for Complex Litigation (Fourth) § 21.631 (2015). Preliminary approval is not a dispositive assessment of the fairness of the proposed settlement, but rather determines whether it falls within the "range of reasonableness." In re High-Tech Employee Litig., No. 11-cv-2509, 2013 WL 6328811, at *1 (N.D. Cal. Oct. 30, 2013) ("High-Tech I") (citation omitted); see also Collins v. Cargill Meat Solutions Corp., 274 F.R.D. 294, 301-302 (E.D. Cal. 2011). Preliminary approval establishes an "initial presumption" of fairness, such that notice may be given to the class and the class may have a "full and fair opportunity to consider the proposed [settlement] and develop a response." In re Tableware Antitrust Litig., 484 F.Supp.2d 1078, 1079 (N.D. Cal. 2007); Williams v. Vukovich, 720 F.2d 909, 921 (6th Cir. 1983).

4. Preliminary approval of a settlement and notice to the proposed class is appropriate "[i]f [1] the proposed settlements appears to be the product of serious, informed, non-collusive negotiations, [2] has no obvious deficiencies, [3] does not improperly grant preferential treatment to class representatives or segments of the class, and [4] falls within the range of possible approval." In re Tableware, 484 F. Supp. 2d at 1079. It is within the "sound discretion of the trial judge" to approve or reject the settlement. Zepeda v. Paypal, Inc., No. C 10-2500, 2015 WL 6746913, at *4 (N.D. Cal. Nov. 5, 2015).

5. While the Court is not to consider at this stage whether final approval is warranted, all the relevant factors weigh in favor of approving the proposed Settlement Agreement. First, the settlement is the result of arm's length negotiations among experienced counsel, following extensive discovery on both sides. Second, the Court finds that the agreed-upon consideration of $50 million is fair and reasonable based on the circumstances, risks involved, and significant recovery from just one of the defendant companies. Third, as a matter of law, the remaining defendants remain jointly and severally liable for all damages caused by the conspiracy, including damages caused by DreamWorks. See Ward v. Apple, 791 F.3d 1041, 1048 (9th Cir. 2015) (citations omitted). Fourth, DreamWorks has independently agreed to cooperate with plaintiffs in authenticating documents, and in not voluntarily producing any employee to testify at trial for any non-settling defendant. See In re Mid-Atlantic Toyota Antitrust Litig., 564 F.Supp. 1379, 1386 (D. Md.1983). As a result, the Court finds that the relevant factors weigh in favor of approving the proposed Settlement Agreement.

6. The Court further finds that the proposed Plan of Allocation, which is attached to the Motion, is fair, reasonable, and adequate, and is hereby preliminarily approved, subject to further consideration at the Fairness Hearing.

NOTICE TO CLASS MEMBERS

7. The Court appoints the firm of Kurtzman Carson Consultants ("KCC") as Notice and Claims Administrator. The Court previously appointed KCC the Notice and Claims Administrator in its order preliminarily approving the Blue Sky and Sony Pictures Settlements. See ECF No. 305 at ¶ 19.

8. The Court approves the Proposed Settlement of Class Action ("the Settlement Notices") pertaining to the settlement with DreamWorks, and finds that the dissemination plan complies fully with the requirements of Rule 23 and due process of law.

9. As discussed above, the Court proposed revisions to the proposed Notice at the Preliminary Approval Hearing, to which the parties agreed. The Court approves the Amended Notice and directs that the Amended Notice be disseminated in accordance with the dissemination plan. See ECF No. 353-1 (red-lined copy of Amended Notice); ECF No. 353-2 (clean copy of Amended Notice). The Court finds that Amended Notice is the only notice to the Class Members that is required and further finds that such notice satisfies the requirements of due process and Fed. R. Civ. P. 23.

10. The Claims Administrator will be responsible for providing notice to potential class members consistent with Rule 23(c)(2)(B). The Claims Administrator will mail and/or email notice to the potential class members, and post notice on the internet within 45 days of this Order.

ADMINISTRATION OF THE SETTLEMENT FUND

11. The Claims Administrator shall cause the Settlement Notice to be emailed and/or mailed to Class Members and potential Class Members pursuant to procedures described in the Settlement Agreement, and to any potential Class Member who requests one; and, in conjunction with Class Counsel, shall create a case-specific website with case information, court documents relating to the Settlement and the Notice. By no later than 14 days after the opt-out deadline, the Claims Administrator shall file with the Court an Affidavit of Compliance with Notice Requirements.

12. All costs incurred in disseminating Notice and administering the Settlement shall be paid from the Settlement Fund pursuant to the Settlement Agreement.

CLASS MEMBER RESPONSE AND SCHEDULING OF FAIRNESS HEARING

13. Class Members will have until 45 days after the Notice is mailed to opt out (the "Opt-Out Deadline") of the proposed Settlement.

14. Any Class Member who wishes to opt out from the Settlement must send a written request for exclusion to the Notice and Claims Administrator on or before the close of the Opt-Out Deadline. Class Members may not exclude themselves by filing requests to opt out as a group or class, but must in each instance individually and personally execute a request to opt out. Class Members who opt out of the Settlement will not be eligible to receive any benefits under the Settlement, will not be bound by any further orders or judgments entered for or against the DreamWorks settlement, and will preserve their ability independently to pursue any claims they may have against DreamWorks.

15. Class Counsel shall file their motion for payment of attorneys' fees, costs, and for Plaintiff Service Awards, no later than 31 days after notice is mailed.

16. All Class Members who did not properly and timely request exclusion from the DreamWorks settlement shall, upon entry of the Final Approval Order and Judgment, be bound by all the terms and provisions of the Settlement Agreements, including the release provisions, whether or not such Class Member objected to the Settlement and whether or not such Class Member received consideration under the Settlement Agreement.

17. A final hearing on the Settlement Agreement ("Fairness Hearing") shall be held before the Court on May 18, 2017 at 1:30 p.m., in Courtroom 8, 4th Floor, of the Northern District of California, 280 South 1st Street, San Jose, CA 95113.

18. At the Fairness Hearing, the Court will consider (a) the fairness, reasonableness, and adequacy of the Settlement Agreement and whether the Settlement Agreement should be granted final approval by the Court; (b) approval of the proposed Plan of Allocation; and (c) entry of a Final Approval Order and Judgment including the Settlement Release. Class Counsel's application for payment of costs, and request for the Court to approve service awards to the named Plaintiffs, shall also be heard at the time of the hearing.

19. The date and time of the Fairness Hearing shall be subject to adjournment by the Court without further notice to the Class Members, other than that which may be posted by the Court. Should the Court adjourn the date for the Fairness Hearing, such adjournment shall not alter the deadlines for mailing of the Notice, nor the deadlines for submissions of settlement objections, claims, requests for exclusion, or notices of intention to appear at the Fairness Hearing unless those dates are explicitly changed by subsequent Order.

20. Any Class Member who did not opt out of the Class may, but need not, enter an appearance through his or her own attorney. For settlement purposes, Class Counsel will continue to represent Class Members who do not timely object and do not have an attorney enter an appearance on their behalf.

21. Any Class Member who did not opt out of the Class may, but need not, submit comments or objections to (a) the Settlement Agreement, (b) entry of a Final Approval Order and Judgment approving the Settlement Agreement, (c) Class Counsel's application for payment of costs and anticipated application for fees, and/or (d) service award requests, by mailing a written comment or objection to the addresses provided by the Claims Administrator in the Notice.

22. Any Class Member making an objection (an "Objector") must sign the objection personally, even if represented by counsel, and must provide the Class Member's name and full residence or business address and a statement that the Class Member was an employee and member of the Class. An objection must state why the Objector objects to the Settlement Agreement and must include any documents such person wishes to be considered in support of the objection. If an Objector intends to appear at the hearing, personally or through an attorney, the Objector must include with the objection a statement of the Objector's intent to appear at the hearing. The Objector must also list any other objections by the Objector, or the Objector's attorney, to any class action settlements submitted to any court in the United States in the previous five years.

23. Objections, along with any statements of intent to appear, must be postmarked no later than 45 days after notice is mailed and must be mailed to the addresses provided by the Claims Administrator in the Notice. If counsel is appearing on behalf of more than one Class Member, counsel must identify each such Class Member and each such Class Member must have complied with this Order.

24. Only Class Members who have filed and served valid and timely objections accompanied by notices of intent to appear shall be entitled to be heard in opposition to the Settlement Agreement at the Fairness Hearing. Any Class Member who does not timely file and serve an objection in writing in accordance with the procedure set forth in the Notice and mandated in this Order shall be deemed to have waived any objection to (a) the Settlement Agreement; (b) entry of a Final Approval Order and Judgment; (c) Class Counsel's application for payment of costs and anticipated request for fees; and (d) service award requests for the named Plaintiffs, whether by appeal, collateral attack, or otherwise.

25. Class Members need not appear at the hearing or take any other action to indicate their approval.

26. Upon entry of the Final Approval Order and Judgment, all Class Members who have not personally and timely opted out of the Class will be enjoined from proceeding against DreamWorks and all other released parties as defined in the Settlement Agreement, with respect to all of the released claims as defined in the Settlement Agreement.

27. The schedule by which the events referenced above shall occur is as follows:

28. All further proceedings as to DreamWorks are hereby stayed, except for any actions required to effectuate or enforce the Settlement Agreement, or matters related to the Settlement Fund, including applications for attorneys' fees, payment of costs, and service awards to Named Plaintiffs.

29. In the event that the Settlement Agreement is terminated, is not finally approved (following the exhaustion of any appellate review) or does not become effective for any reason, a final judgment is not entered in accordance with the Settlement Agreement, or such judgment does not become final, then (a) the Settlement Agreement shall be null and void and of no force and effect, (b) any payments of the Settlement Fund, including any and all interest earned thereon, less any amounts disbursed with Court approval for Notice costs or Escrow Agent charges, shall be returned to DreamWorks within ten (10) business days from the date the Settlement Agreement becomes null and void, and (c) any release pursuant to Section V of the Settlement Agreement shall be of no force or effect. In such event, the case will proceed as if no settlement has been attempted, and the Settling Parties shall be returned to their respective procedural postures as of October 4, 2016, so that the Settling Parties may take such litigation steps that Plaintiffs or DreamWorks otherwise would have been able to take absent the pendency of the Settlement. DreamWorks expressly retains the right to contest whether the Action should be maintained as a class action or collective action and to contest the merits of the claims being asserted by Plaintiffs. However, any reversal, vacating, or modification on appeal of (1) any amount of the fees and expenses awarded by the Court to Class Counsel, or (2) any determination by the Court to award less than the amount requested in Attorneys' Fees and Expenses or service awards to Named Plaintiffs, or (3) the Plan of Allocation, shall not give rise to any right of termination or otherwise serve as a basis for termination of the Settlement Agreement. In the event the Settlement fails to obtain Final Approval because of the Plan of Allocation, the Settling Parties agree to retain all other terms of the Settlement and negotiate a Plan of Allocation consistent with any applicable orders or directions from the Court.

30. Neither this Order nor the Settlement Agreement, nor any other Settlement-related document nor anything contained or contemplated therein, nor any proceedings undertaken in accordance with the terms set forth in the Settlement Agreement or herein or in any other Settlement-related document, shall constitute, be construed as, or be deemed to be evidence of or an admission or concession by DreamWorks as to (a) the validity of any claim that has been or could have been asserted against it or as to any liability by it as to any matter encompassed by the Settlement Agreement or (b) the propriety of certifying any litigation class against DreamWorks.

31. Neither the Settlement Agreement, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with them, shall be construed as an admission or concession by plaintiffs or defendants, respectively, of the truth or falsity of any of the allegations in the Lawsuit, or of any liability, fault or wrongdoing of any kind.

32. All members of the Class are temporarily barred and enjoined from instituting or continuing the prosecution of any action asserting the claims released in the proposed Settlement Agreement, until the Court enters final judgment with respect to the fairness, reasonableness, and adequacy of the settlement.

IT IS SO ORDERED.

NOTICE OF PENDENCY OF PROPOSED SETTLEMENT, FAIRNESS HEARING, AND RIGHT TO APPEAR

IMPORTANT INFORMATION — READ CAREFULLY AND DO NOT DISCARD

If you were an employee who held an animation or visual effects job title at Blue Sky Studios, Inc., DreamWorks Animation SKG, Inc., Two Pic MC LLC (f/k/a Image Movers Digital LLC), Lucasfilm, Ltd., LLC, Pixar, Sony Pictures Animation Inc., Sony Pictures Imageworks Inc., or The Walt Disney Company during the time periods set forth below, you could get money from a settlement with one of the multiple defendants in the lawsuit.

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

This Notice describes a settlement with one of the defendants and how you may be eligible to get money from that settlement or exclude yourself from the class.

BACKGROUND

Summary of Notice for Class Members

* * * * * * *

Detailed Information

The above bullet points provide summary information regarding your rights and options with respect to the settlement with DreamWorks. The remainder of this Notice is designed to provide you with more information to help you evaluate your rights and options and answer any questions that you may have.

INFORMATION FOR CLASS MEMBERS

1. Why did I get this Notice?

You have received this Notice because Defendants' records show you may have worked as an animation or visual effects employee and held one of the job titles listed on the attached List of Job Titles by Defendants during some or all of the following time periods:

The Court sent you this Notice for the following reason:

Class Members have the right to know about the proposed Settlement of this class action lawsuit with DreamWorks, and about their legal rights and options, before the Court holds a "Fairness Hearing" to decide whether to grant final approval of the Settlement.

This Notice explains the lawsuit, the Settlement, and your legal rights. It also explains what benefits from the Settlement will be available, who is eligible for them, and how to obtain them. If the Court finally approves the Settlement and orders that the Settlement Fund(s) be distributed, a Notice and Claims Administrator appointed by the Court will make the payments that the Settlement allows.

The Court has preliminarily approved the Settlement. If you are a Class Member, you have legal rights and options that you may exercise before the Court considers whether it will grant final approval of the proposed Settlement at the "Fairness Hearing." The Court will hold the Fairness Hearing on [DATE/TIME/LOCATION] to decide whether the proposed Settlement is fair and reasonable, and provide adequate compensation and benefits to the members of the Class. The date and time for the Fairness Hearing rarely change, but please check www.animationlawsuit.com or the District Court's website for updated information.

If you wish to comment on or object to the Settlement, or to exclude yourself, or "opt out," from of one the Settlement, you must do so following the procedures described below. If you do nothing, you will receive money from the Settlement and you will be bound by any final judgment.

2. What is this lawsuit about?

The lawsuit claims that Defendants conspired to suppress compensation by agreeing not to solicit each other's employees and to coordinate compensation policies in violation of federal and state antitrust laws. Each of the Defendants, including DreamWorks, denies that it violated any laws or engaged in any wrongdoing. DreamWorks, Blue Sky, and Sony Pictures have entered into separate Settlement Agreements with Plaintiffs. The other Defendants (Two Pic (f/k/a Image Movers Digital), Lucasfilm, Pixar, and The Walt Disney Company) have not settled with the Plaintiffs, and the case against them continues. To obtain more information about the claims in this lawsuit, you can view the complaint and other court documents in this case at www.animationlawsuit.com.

3. What is a class action, and who is involved?

In a class action lawsuit, one or more persons called "Named Plaintiffs" or "Class Representatives" sue on behalf of other people who have similar claims. The people with similar claims together are a "Class" and are called "Class Members." A class action resolves the issues for all Class Members, except for those who exclude themselves from the Class. The Court appointed Named Plaintiffs Georgia Cano, Robert Nitsch, and David Wentworth as Class Representatives in this case.

4. Why is there a Settlement with DreamWorks?

The Court has not found in favor of any party, including Plaintiffs, DreamWorks, or the Non-Settling Defendants. Plaintiffs and DreamWorks have agreed to a Settlement Agreement which, if it is approved, will bring the claims against DreamWorks to an end. Settling the case avoids the uncertainty of continuing the case between them and the cost of further litigation, and Class Members will get the benefits of the Settlement. The Class Representatives and Class Counsel support the Settlement and believe it is in the best interests of the Class.

5. Have there been past settlement agreements with other defendants?

Yes, Plaintiffs previously executed settlement agreements with Blue Sky and Sony Studios. The Court has granted final approval of those settlementsgranted preliminary approval of those settlements and they are awaiting final approval. A separate notice covering those settlements was previously sent. This Notice covers only the new DreamWorks settlement.

6. Why doesn't the Settlement end the case?

Although the Settlement with DreamWorks fully resolves the Class Members' claims against DreamWorks, (as described in Question 18), the Settlement only partially resolves the case, as it will continue against the Non-Settling Defendants, as discussed in Question 7.

7. Is the lawsuit continuing?

DreamWorks separately agreed to settle this case. In addition, Blue Sky and Sony Pictures have also previously agreed to settle this case. The Non-Settling Defendants (Two Pic MC LLC (f/k/a Image Movers Digital LLC), Lucasfilm, Ltd., LLC, Pixar, and The Walt Disney Company) have not agreed to settle, so the lawsuit will continue against them. More money may become available in the future for Class Members as a result of additional settlements with and/or a trial against the Non-Settling Defendants, but there is no guarantee this will happen. A jury trial is scheduled to begin on June 12, 2017, before Judge Koh, at the United States District Court for the Northern District of California, San Jose Division.

8. What happens if the Plaintiffs later reach a settlement with the Non-Settling Defendants?

The settlement with DreamWorks does not end the case against the Non-Settling Defendants. It cannot be known whether the Plaintiffs would prevail against the Non-Settling Defendants at a trial. If there are additional settlements in the future, there will be notice of those settlements as well for Class Members.

9. Am I a Class Member?

Animation or visual effects employees who held specific job titles at one or more of the Defendant companies during certain time periods may be Class Members and eligible for a payment from the Settlement when the funds are distributed, if they did not previously opt out of the litigation and if they meet the following class definition:

To be in the Class and participate in the Settlement, you must have been an employee and held one or more of the job titles listed on the attached List of Job Titles by Defendant during the time periods above.

10. What if I still don't know if I'm a Class Member?

If you received this Notice, it is because you were listed as a potential Class Member. If you are still not sure whether you are included, you can get help at www.animationlawsuit.com or by calling [IDENTIFY WHOSE PHONE NUMBER THIS IS] 855-730-8617.

11. Does it make a difference whether I work or worked for DreamWorks, on the one hand, or Blue Sky, Sony Pictures, Two Pic (f/k/a IMD), Lucasfilm, Pixar, or The Walt Disney Company, on the other hand?

As long as you fall within the definition of the Class in Question 9 above, you can participate in the Settlement, regardless of which Defendant you work or worked for, or whether you have worked for more than one. Current and former employees of DreamWorks, Blue Sky, Sony Pictures, Two Pic/IMD, Lucasfilm, Pixar, and Disney who fall within the definition of the Class in Question 9 are all Class Members and are all entitled to receive a payment under the Settlement.

12. What are my rights as a Class Member?

If you are a Class Member, you have the right to (1) do nothing, in which case you will receive a payment, (2) comment on or object to the Settlement (see Question 23), (3) opt out of exclude yourself from the Settlement (see Question 22), or (4) attend the Court's Fairness Hearing to speak in support of or against the Court's final approval of the Settlement (see Question 24).

13. What if I previously opted out of this litigation?

After the Court certified the class in this litigation, the Court approved a notice that was sent to class members informing them of their right to opt out of the litigation. If you opted out of this litigation, then you cannot share in the proceeds from the DreamWorks Settlement, and the Settlement will not release any claims that you may have against DreamWorks. But if you opted out of only a prior settlement with Blue Sky and/or Sony Pictures (and not the litigation), then you still have the right to share in the proceeds from the DreamWorks Settlement. If you don't know whether you opted out of this litigation, please contact the Claims Administrator to confirm (see Question 30 for the Claims Administrator's contact information28).

THE SETTLEMENT BENEFITS

14. What does the DreamWorks Settlement provide?

DreamWorks will pay $50,000,000 into a Settlement Fund. After deducting attorneys' fees, costs, applicable taxes, and other fees and expenses (see Question 21), the Settlement Fund will be distributed to Class Members. In the event monies remain as residue in the Settlement Fund following all distribution efforts approved by the Court and payment of any taxes, Plaintiffs will ask the Court for an order disposing of all such funds, through additional distributions to eligible Class members and/or escheat to the federal government.

As a Class Member, you are giving up, or "releasing," any claims that you may have against DreamWorks and the Released Parties in exchange for the right to receive your share of the DreamWorks Settlement Fund. That release includes any claims made or that could have been made against DreamWorks and the Released Parties arising from the facts, activities or circumstances alleged in this lawsuit or any other purported restriction on competition for employment or compensation of Named Plaintiffs or Class Members. The release is described in more detail in the Settlement Agreement and in Question 18 below. You can view or download a copy of the Settlement Agreement at www.animationlawsuit.com.

15. How much money can I get from the Settlement?

Class Members who do not opt out will be eligible to receive a share of the Settlement Fund, less all applicable reductions based on a formula using the total compensation paid to a Class Member. In other words, each Class Member's share of the Settlement Fund is a fraction, with the Class Member's total compensation paid on the basis of employment in a Class Position during the Class Period as the numerator and the total compensation paid to all Class Members on the basis of employment in a Class Position during the Class Period as the denominator:

Each Class Member's fractional amount shall be multiplied against the Settlement Fund, less court-approved costs, and attorneys' fees and expenses. The total compensation paid, dates of employment, and whether a potential Class Member held a Class Position will be conclusively derived from Defendants' data maintained by their respective human resources departments and will not be subject to challenge by Class Members. Payments to Class Members shall not be made until the Effective Date has passed and all objections, collateral challenges or appeals relating to the Settlement have been fully and finally resolved. The proposed Plan of Allocation is available for review at www.animationlawsuit.com, and will be presented for approval by the Court at the Fairness Hearing (see Question 264).

RECEIVING MONEY FROM THE SETTLEMENT

16. How can I get money from the Settlement?

You do not need to do anything to receive money from the Settlement. If you fall within the Class Definition, did not previously opt out of the litigation, and do not opt-out of the Settlement, you will receive money from the Settlement. If you exclude yourself from the Settlement, you will not receive money from thethat Settlement.

17. When will I get my payments?

The Court will hold a Fairness Hearing on [DATE/TIME] to decide whether to approve the Settlement. If the Court approves the Settlement, there still may be appeals of that decision. If an appeal is filed, it is hard to estimate how long it might take for it to be resolved, but it can take a lot of time, perhaps more than a year. Settlement payments to Class Members will be distributed if the Settlement is approved, and after appeals, if any, are resolved. Updates regarding the Settlement and when payments may be made will be posted on the settlement website, www.animationlawsuit.com.

18. What am I giving up to get payments under the Settlement?

If you are a Class Member, you are giving up the right to sue, continue to sue, or be part of any other lawsuit against DreamWorks or the Released Parties defined below about the claims in this case. It also means that all of the Court's orders will apply to you and legally bind you, and that you agree to the following "Release of Claims," which describes exactly the legal claims that you give up if you participate in the Settlement with respect to the Settling Defendant:

THE LAWYERS REPRESENTING YOU AS A CLASS MEMBER

19. Who represents me as a Class Member in this case?

The Court appointed the following three law firms as Class Counsel to represent the Class:

These lawyers and law firms are called "Plaintiffs' Counsel."

20. Should I get my own lawyer?

You do not need to hire your own lawyer because the Plaintiffs' Counsel are working on your behalf. If you want your own lawyer, you may hire one, but you will be responsible for any payment for that lawyer's services. For example, you can ask your lawyer to appear in Court for you if you want someone other than Plaintiffs' Counsel to speak for you. You may also appear for yourself without a lawyer.

21. How will the lawyers be paid?

Plaintiffs' Counsel may ask the Court to approve payment from the Settlement Funds for attorneys' fees, which will not exceed 2530 percent of the Settlement Funds. Plaintiffs' Counsel will not receive any portion of their fees until the Court approves such a payment. Plaintiffs' Counsel will also ask the Court to approve payment from the Settlement Funds for their out-of-pocket costs and expenses.

Plaintiffs' Counsel will also ask the Court to approve payments of up to $10,000 to each of the three individual Class Representatives as Service Awards for their service.

The costs of providing this Notice and administering the Settlement are being paid from the Settlement Funds. If the Court grants Counsel's requests, all fees, costs, and expenses would be deducted from the Settlement Funds.

22. How do I get out of the Settlement?

If you fall within the Class Definition but don't want a payment from the Settlement, or if you want to keep the right to sue or continue to sue DreamWorks about the issues in this case (at your own expense), then you must exclude yourself or "opt out"opt out of the Settlement.

To exclude yourself, or opt out, from of the Settlement, you must send a letter or written request to the Notice and Claims Administrator at the address below saying that you want to opt out of be excluded from the DreamWorks Settlement in In re: Animation Workers Antitrust Litigation, with your full legal name and the name(s) of the Defendant company or companies (i.e., Blue Sky, DreamWorks Animation, Two Pic (f/k/a IMD), Lucasfilm, Pixar, Sony Pictures Animation, Sony Pictures Imageworks, or The Walt Disney Company) for which you worked during the Class period. You must sign your request, and identify which Settlement you wish to opt out of.

To exclude yourself, or opt out of, from the Settlement, you must submit your opt out request letter postmarked no later than [DATE] (or received by the Notice and Claims Administrator by that date if sent by fax or e-mail) to the following address:

You cannot exclude yourself, or opt out, by telephone.

If you request to be excluded fromopt out of the Settlement with DreamWorks, you will not be legally bound by the DreamWorks Settlement. You will be able to sue (or continue to sue) DreamWorks in the future about the claims in this case.

If you ask to be excluded from the Settlement, you will not receive payment from the Settlement, and you will not be able to object to it.

23. As a Class Member, if I don't exclude myself from the Settlement, can I sue the Settling Defendant for the same thing separately by myself?

No. If you are a Class Member, unless you opt out of exclude yourself from the Settlement, you give up the right to sue DreamWorks and the Released Parties for any claim that the Settlement resolves as more fully described in Question 186 above.

If you have a pending lawsuit against DreamWorks or related entities or against any Released Parties defined above, speak to your lawyer in that lawsuit immediately, because you may need to opt out of the Settlement exclude yourself to continue your own lawsuit. The process for opting out of excluding yourself from the Settlements is described in the preceding sections.

24. As a Class Member, if I opt out of exclude myself from the Settlement, can I get money from this Settlement?

If you opt out of exclude yourself from the Settlement, you will not receive money from the Settlement. You will keep the right to sue DreamWorks on your own about the same claims in the lawsuit should you want to do so. You will also remain a Class Member for the litigation, and you may still receive payment from any future settlement with or recovery from a Non-Settling Defendant.

COMMENTING ON OR OBJECTING TO THE SETTLEMENT

25. How do I tell the Court that I like or don't like the proposed Settlement, and may I speak at the hearing?

If you are a Class Member, you can comment on or object to the Settlement if you like or don't like any part of it and ask the Court to deny approval to the Settlement. You can give reasons why you think the Court should or should not approve it. You cannot ask the Court to order a larger settlement; the Court can only approve or deny the Settlement. If the Court denies approval of the Settlement, no settlement payments will be sent out with respect to that Settlement and the lawsuit will continue against that defendant. If that is what you want to happen, you must object.

All comments and objections must be in writing, signed, and must include the following:

All comments and objections must be submitted by mail to the Notice and Claims Administrator at the address in Question 30.Court either by mailing them to Judge Koh's Case System Administrator, United States District Court for the Northern District of California, 280 South 1st Street, Room 2112, San Jose, CA 95113, or by filing them in person at any location of the United States District Court for the Northern District of California. Comments or objections must be filed or postmarked on or before [DATE].

You do not need to attend or speak at the Fairness Hearing (described in Question 264 below) for your comments or objections to be considered. If you would like to speak at the Fairness Hearing about your comments or objections to the Settlement, please add to your letter a statement that you intend to appear and speak at the hearing, for example, by stating "This is my Notice of Intention to Appear at the Fairness Hearing for In re Animation Workers Antitrust Litigation."

IF YOU CHOOSE TO OPT OUT OF EXCLUDE YOURSELF FROM THE SETTLEMENT, YOU WILL HAVE NO RIGHT TO SPEAK AT THE HEARING ABOUT THAT SETTLEMENT OR OBJECT TO IT, BECAUSE THAT SETTLEMENT WILL NO LONGER AFFECT YOUR RIGHTS.

THE COURT'S FAIRNESS HEARING

26. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Fairness Hearing at [DATE/TIME] at the following courtroom:

At this hearing, the Court will consider the Settlement and determine whether it is fair, reasonable, and adequate. If there are timely written comments or objections, the Court will consider them. The Court will decide whether to allow people who have raised objections or comments to speak at the hearing. The Court may also decide how much to award to Plaintiffs' Counsel in attorneys' fees and expenses and whether to approve the payment of Service Awards to the Class Representatives. After the hearing, the Court will decide whether to approve the Settlement. We do not know how long this decision will take.

Fairness Hearings are rarely rescheduled, but you should be sure to check the website, www.animationlawsuit.com, for news of any such changes.

27. Do I have to come to the Fairness Hearing?

No. Plaintiffs' Counsel will be present at the Fairness Hearing to answer any questions the Court may have. You are welcome to come at your own expense. If you send comments or objections to either Settlement, you don't have to come to Court to talk about it. As long as you mailed your written comments or objections on time, the Court will consider them. You may also pay your own lawyer to attend, but it is not required.

IF YOU DO NOTHING AS A CLASS MEMBER

28. What happens if I do nothing at all?

If you are a Class Member and you do nothing, you will get money from the Settlement and any claims you might have against DreamWorks and the Released Parties defined above in Question 18 based on the allegations in this case will be released unless you separately write to opt out exclude yourself (following the instructions in Question 220). In exchange for receiving money from the Settlement, you will give up or "release" your claims against DreamWorks and the Released Parties in this lawsuit. You will not be able to participate in, or collect money damages from, any other lawsuit against DreamWorks or the Released Parties related to any alleged conspiracy to suppress competition or compensation, including agreements to restrict recruiting or hiring or to coordinate compensation, including merit increase budgets and compensation ranges. (See Question 18 for the exact definition of the claims you are giving up.)

YOUR PRIVACY

29. Will my manager know whether or how I responded to this Notice?

The Court has appointed an independent, experienced professional Notice and Claims Administrator, Kurtzman Carson Consultants ("KCC"). The Notice and Claims Administrator will establish and follow procedures to protect the confidentiality of the identity of persons receiving payments or opting out. The Notice and Claims Administrator will issue settlement checks. The list of those Class Members receiving checks will not be shared with Defendants, the Court, or Plaintiffs' counsel.

The Notice and Claims Administrator will also receive requests to opt out of be excluded from the Settlement and any comments and objections to the Settlement. The Notice and Claims Administrator will be required to share requests to opt out of be excluded from the Settlement and any comments and objections to the Settlement with Class Counsel and counsel for the Defendants, as well as with the Court. Objections to the Settlement, as well as the names of those who opt out of the Settlement, will become part of the public record in the court file.

GETTING MORE INFORMATION

30. Are more details about the Settlement and the lawsuit available?

Yes. This notice summarizes the proposed Settlement and the ongoing lawsuit against the Non-Settling Defendants. For the precise terms and conditions of the Settlement, please see the Settlement agreement available at www.animationlawsuit.com. For all of the documents filed with the Court in the lawsuit, you can also access the Court docket in this case through the Court's Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov.

If you have additional questions, please contact the Notice and Claims Administrator:

You can also contact Class Counsel whose information is below again:

PLEASE DO NOT TELEPHONE THE COURT OR THE COURT CLERK'S OFFICE TO INQUIRE ABOUT THE SETTLEMENT OR THE CLAIMS PROCESS.

NOTICE OF PENDENCY OF PROPOSED SETTLEMENT, FAIRNESS HEARING, AND RIGHT TO APPEAR

IMPORTANT INFORMATION — READ CAREFULLY AND DO NOT DISCARD

If you were an employee who held an animation or visual effects job title at Blue Sky Studios, Inc., DreamWorks Animation SKG, Inc., Two Pic MC LLC (f/k/a Image Movers Digital LLC), Lucasfilm, Ltd., LLC, Pixar, Sony Pictures Animation Inc., Sony Pictures Imageworks Inc., or The Walt Disney Company during the time periods set forth below, you could get money from a settlement with one of the multiple defendants in the lawsuit.

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

This Notice describes a settlement with one of the defendants and how you may be eligible to get money from that settlement or exclude yourself from the class.

BACKGROUND

Summary of Notice for Class Members

* * * * * * *

Detailed Information

The above bullet points provide summary information regarding your rights and options with respect to the settlement with DreamWorks. The remainder of this Notice is designed to provide you with more information to help you evaluate your rights and options and answer any questions that you may have.

INFORMATION FOR CLASS MEMBERS

1. Why did I get this Notice?

You have received this Notice because Defendants' records show you may have worked as an animation or visual effects employee and held one of the job titles listed on the attached List of Job Titles by Defendants during some or all of the following time periods:

The Court sent you this Notice for the following reason:

Class Members have the right to know about the proposed Settlement of this class action lawsuit with DreamWorks, and about their legal rights and options, before the Court holds a "Fairness Hearing" to decide whether to grant final approval of the Settlement.

This Notice explains the lawsuit, the Settlement, and your legal rights. It also explains what benefits from the Settlement will be available, who is eligible for them, and how to obtain them. If the Court finally approves the Settlement and orders that the Settlement Fund(s) be distributed, a Notice and Claims Administrator appointed by the Court will make the payments that the Settlement allows.

The Court has preliminarily approved the Settlement. If you are a Class Member, you have legal rights and options that you may exercise before the Court considers whether it will grant final approval of the proposed Settlement at the "Fairness Hearing." The Court will hold the Fairness Hearing on [DATE/TIME/LOCATION] to decide whether the proposed Settlement is fair and reasonable, and provide adequate compensation and benefits to the members of the Class. The date and time for the Fairness Hearing rarely change, but please check www.animationlawsuit.com or the District Court's website for updated information.

If you wish to comment on or object to the Settlement, or to opt out of one the Settlement, you must do so following the procedures described below. If you do nothing, you will receive money from the Settlement and you will be bound by any final judgment.

2. What is this lawsuit about?

The lawsuit claims that Defendants conspired to suppress compensation by agreeing not to solicit each other's employees and to coordinate compensation policies in violation of federal and state antitrust laws. Each of the Defendants, including DreamWorks, denies that it violated any laws or engaged in any wrongdoing. DreamWorks, Blue Sky, and Sony Pictures have entered into separate Settlement Agreements with Plaintiffs. The other Defendants (Two Pic (f/k/a Image Movers Digital), Lucasfilm, Pixar, and The Walt Disney Company) have not settled with the Plaintiffs, and the case against them continues. To obtain more information about the claims in this lawsuit, you can view the complaint and other court documents in this case at www.animationlawsuit.com.

3. What is a class action, and who is involved?

In a class action lawsuit, one or more persons called "Named Plaintiffs" or "Class Representatives" sue on behalf of other people who have similar claims. The people with similar claims together are a "Class" and are called "Class Members." A class action resolves the issues for all Class Members, except for those who exclude themselves from the Class. The Court appointed Named Plaintiffs Georgia Cano, Robert Nitsch, and David Wentworth as Class Representatives in this case.

4. Why is there a Settlement with DreamWorks?

The Court has not found in favor of any party, including Plaintiffs, DreamWorks, or the Non-Settling Defendants. Plaintiffs and DreamWorks have agreed to a Settlement Agreement which, if it is approved, will bring the claims against DreamWorks to an end. Settling the case avoids the uncertainty of continuing the case between them and the cost of further litigation, and Class Members will get the benefits of the Settlement. The Class Representatives and Class Counsel support the Settlement and believe it is in the best interests of the Class.

5. Have there been past settlement agreements with other defendants?

Yes, Plaintiffs previously executed settlement agreements with Blue Sky and Sony Studios. The Courthas granted final approval of those settlements. A separate notice covering those settlements was previously sent. This Notice covers only the new DreamWorks settlement.

6. Why doesn't the Settlement end the case?

Although the Settlement with DreamWorks fully resolves the Class Members' claims against DreamWorks, (as described in Question 18), the Settlement only partially resolves the case, as it will continue against the Non-Settling Defendants, as discussed in Question 7.

7. Is the lawsuit continuing?

DreamWorks separately agreed to settle this case. In addition, Blue Sky and Sony Pictures have also previously agreed to settle this case. The Non-Settling Defendants (Two Pic MC LLC (f/k/a Image Movers Digital LLC), Lucasfilm, Ltd., LLC, Pixar, and The Walt Disney Company) have not agreed to settle, so the lawsuit will continue against them. More money may become available in the future for Class Members as a result of additional settlements with and/or a trial against the Non-Settling Defendants, but there is no guarantee this will happen. A jury trial is scheduled to begin on June 12, 2017, before Judge Koh, at the United States District Court for the Northern District of California, San Jose Division.

8. What happens if the Plaintiffs later reach a settlement with the Non-Settling Defendants?

The settlement with DreamWorks does not end the case against the Non-Settling Defendants. It cannot be known whether the Plaintiffs would prevail against the Non-Settling Defendants at a trial. If there are additional settlements in the future, there will be notice of those settlements as well for Class Members.

9. Am I a Class Member?

Animation or visual effects employees who held specific job titles at one or more of the Defendant companies during certain time periods may be Class Members and eligible for a payment from the Settlement when the funds are distributed, if they did not previously opt out of the litigation and if they meet the following class definition:

To be in the Class and participate in the Settlement, you must have been an employee and held one or more of the job titles listed on the attached List of Job Titles by Defendant during the time periods above.

10. What if I still don't know if I'm a Class Member?

If you received this Notice, it is because you were listed as a potential Class Member. If you are still not sure whether you are included, you can get help at www.animationlawsuit.com or by calling [IDENTIFY WHOSE PHONE NUMBER THIS IS] 855-730-8617.

11. Does it make a difference whether I work or worked for DreamWorks, on the one hand, or Blue Sky, Sony Pictures, Two Pic (f/k/a IMD), Lucasfilm, Pixar, or The Walt Disney Company, on the other hand?

As long as you fall within the definition of the Class in Question 9 above, you can participate in the Settlement, regardless of which Defendant you work or worked for, or whether you have worked for more than one. Current and former employees of DreamWorks, Blue Sky, Sony Pictures, Two Pic/IMD, Lucasfilm, Pixar, and Disney who fall within the definition of the Class in Question 9 are all Class Members and are all entitled to receive a payment under the Settlement.

12. What are my rights as a Class Member?

If you are a Class Member, you have the right to (1) do nothing, in which case you will receive a payment, (2) comment on or object to the Settlement (see Question 23), (3) opt out of the Settlement (see Question 22), or (4) attend the Court's Fairness Hearing to speak in support of or against the Court's final approval of the Settlement (see Question 24).

13. What if I previously opted out of this litigation?

After the Court certified the class in this litigation, the Court approved a notice that was sent to class members informing them of their right to opt out of the litigation. If you opted out of this litigation, then you cannot share in the proceeds from the DreamWorks Settlement, and the Settlement will not release any claims that you may have against DreamWorks. But if you opted out of only a prior settlement with Blue Sky and/or Sony Pictures (and not the litigation), then you still have the right to share in the proceeds from the DreamWorks Settlement. If you don't know whether you opted out of this litigation, please contact the Claims Administrator to confirm (see Question 30 for the Claims Administrator's contact information).

THE SETTLEMENT BENEFITS

14. What does the DreamWorks Settlement provide?

DreamWorks will pay $50,000,000 into a Settlement Fund. After deducting attorneys' fees, costs, applicable taxes, and other fees and expenses (see Question 21), the Settlement Fund will be distributed to Class Members. In the event monies remain as residue in the Settlement Fund following all distribution efforts approved by the Court and payment of any taxes, Plaintiffs will ask the Court for an order disposing of all such funds, through additional distributions to eligible Class members and/or escheat to the federal government.

As a Class Member, you are giving up, or "releasing," any claims that you may have against DreamWorks and the Released Parties in exchange for the right to receive your share of the DreamWorks Settlement Fund. That release includes any claims made or that could have been made against DreamWorks and the Released Parties arising from the facts, activities or circumstances alleged in this lawsuit or any other purported restriction on competition for employment or compensation of Named Plaintiffs or Class Members. The release is described in more detail in the Settlement Agreement and in Question 18 below. You can view or download a copy of the Settlement Agreement at www.animationlawsuit.com.

15. How much money can I get from the Settlement?

Class Members who do not opt out will be eligible to receive a share of the Settlement Fund, less all applicable reductions based on a formula using the total compensation paid to a Class Member. In other words, each Class Member's share of the Settlement Fund is a fraction, with the Class Member's total compensation paid on the basis of employment in a Class Position during the Class Period as the numerator and the total compensation paid to all Class Members on the basis of employment in a Class Position during the Class Period as the denominator:

Each Class Member's fractional amount shall be multiplied against the Settlement Fund, less court-approved costs, and attorneys' fees and expenses. The total compensation paid, dates of employment, and whether a potential Class Member held a Class Position will be conclusively derived from Defendants' data maintained by their respective human resources departments and will not be subject to challenge by Class Members. Payments to Class Members shall not be made until the Effective Date has passed and all objections, collateral challenges or appeals relating to the Settlement have been fully and finally resolved. The proposed Plan of Allocation is available for review at www.animationlawsuit.com, and will be presented for approval by the Court at the Fairness Hearing (see Question 26).

RECEIVING MONEY FROM THE SETTLEMENT

16. How can I get money from the Settlement?

You do not need to do anything to receive money from the Settlement. If you fall within the Class Definition, did not previously opt out of the litigation, and do not opt-out of the Settlement, you will receive money from the Settlement. If you exclude yourself from the Settlement, you will not receive money from the Settlement.

17. When will I get my payments?

The Court will hold a Fairness Hearing on [DATE/TIME] to decide whether to approve the Settlement. If the Court approves the Settlement, there still may be appeals of that decision. If an appeal is filed, it is hard to estimate how long it might take for it to be resolved, but it can take a lot of time, perhaps more than a year. Settlement payments to Class Members will be distributed if the Settlement is approved, and after appeals, if any, are resolved. Updates regarding the Settlement and when payments may be made will be posted on the settlement website, www.animationlawsuit.com.

18. What am I giving up to get payments under the Settlement?

If you are a Class Member, you are giving up the right to sue, continue to sue, or be part of any other lawsuit against DreamWorks or the Released Parties defined below about the claims in this case. It also means that all of the Court's orders will apply to you and legally bind you, and that you agree to the following "Release of Claims," which describes exactly the legal claims that you give up if you participate in the Settlement with respect to the Settling Defendant:

THE LAWYERS REPRESENTING YOU AS A CLASS MEMBER

19. Who represents me as a Class Member in this case?

The Court appointed the following three law firms as Class Counsel to represent the Class:

These lawyers and law firms are called "Plaintiffs' Counsel."

20. Should I get my own lawyer?

You do not need to hire your own lawyer because the Plaintiffs' Counsel are working on your behalf. If you want your own lawyer, you may hire one, but you will be responsible for any payment for that lawyer's services. For example, you can ask your lawyer to appear in Court for you if you want someone other than Plaintiffs' Counsel to speak for you. You may also appear for yourself without a lawyer.

21. How will the lawyers be paid?

Plaintiffs' Counsel may ask the Court to approve payment from the Settlement Funds for attorneys' fees, which will not exceed 25 percent of the Settlement Funds. Plaintiffs' Counsel will not receive any portion of their fees until the Court approves such a payment. Plaintiffs' Counsel will also ask the Court to approve payment from the Settlement Funds for their out-of-pocket costs and expenses.

Plaintiffs' Counsel will also ask the Court to approve payments of up to $10,000 to each of the three individual Class Representatives as Service Awards for their service.

The costs of providing this Notice and administering the Settlement are being paid from the Settlement Funds. If the Court grants Counsel's requests, all fees, costs, and expenses would be deducted from the Settlement Funds.

22. How do I get out of the Settlement?

If you fall within the Class Definition but don't want a payment from the Settlement, or if you want to keep the right to sue or continue to sue DreamWorks about the issues in this case (at your own expense), then you must opt out of the Settlement.

To opt out of the Settlement, you must send a letter or written request to the Notice and Claims Administrator at the address below saying that you want to opt out of the DreamWorks Settlement in In re: Animation Workers Antitrust Litigation, with your full legal name and the name(s) of the Defendant company or companies (i.e., Blue Sky, DreamWorks Animation, Two Pic (f/k/a IMD), Lucasfilm, Pixar, Sony Pictures Animation, Sony Pictures Imageworks, or The Walt Disney Company) for which you worked during the Class period. You must sign your request and identify which Settlement you wish to opt out of.

To opt out of the Settlement, you must submit your opt out request letter postmarked no later than [DATE] (or received by the Notice and Claims Administrator by that date if sent by fax or e-mail) to the following address:

You cannot opt out by telephone.

If you request to opt out of the Settlement with DreamWorks, you will not be legally bound by the DreamWorks Settlement. You will be able to sue (or continue to sue) DreamWorks in the future about the claims in this case.

If you ask to be excluded from the Settlement, you will not receive payment from the Settlement, and you will not be able to object to it.

23. As a Class Member, if I don't exclude myself from the Settlement, can I sue the Settling Defendant for the same thing separately by myself?

No. If you are a Class Member, unless you opt out of the Settlement, you give up the right to sue DreamWorks and the Released Parties for any claim that the Settlement resolves as more fully described in Question 18 above.

If you have a pending lawsuit against DreamWorks or related entities or against any Released Parties defined above, speak to your lawyer in that lawsuit immediately, because you may need to opt out of the Settlement to continue your own lawsuit. The process for opting out of the Settlement is described in the preceding sections.

24. As a Class Member, if I opt out of the Settlement, can I get money from this Settlement?

If you opt out of the Settlement, you will not receive money from the Settlement. You will keep the right to sue DreamWorks on your own about the same claims in the lawsuit should you want to do so. You will also remain a Class Member for the litigation, and you may still receive payment from any future settlement with or recovery from a Non-Settling Defendant.

COMMENTING ON OR OBJECTING TO THE SETTLEMENT

25. How do I tell the Court that I like or don't like the proposed Settlement, and may I speak at the hearing?

If you are a Class Member, you can comment on or object to the Settlement if you like or don't like any part of it and ask the Court to deny approval to the Settlement. You can give reasons why you think the Court should or should not approve it. You cannot ask the Court to order a larger settlement; the Court can only approve or deny the Settlement. If the Court denies approval of the Settlement, no settlement payments will be sent out with respect to that Settlement and the lawsuit will continue against that defendant. If that is what you want to happen, you must object.

All comments and objections must be in writing, signed, and must include the following:

(a) your name, address, telephone number, email address and signature;

(b) the case name and number (In re Animation Workers Antitrust Litigation, Case Number 14-cv-4062),

(c) the identity of the Settlement to which you are objecting (DreamWorks);

(d) a summary of any other objections you or an attorney on your behalf filed to any class action settlements submitted to any court in the United States in the previous five years; and

(e) a detailed statement of your comments or objections, including the grounds for your objections, if any, together with any supporting documents.

All comments and objections must be submitted by mail to the Notice and Claims Administrator at the address in Question 30. Comments or objections must be filed or postmarked on or before [DATE].

You do not need to attend or speak at the Fairness Hearing (described in Question 26 below) for your comments or objections to be considered. If you would like to speak at the Fairness Hearing about your comments or objections to the Settlement, please add to your letter a statement that you intend to appear and speak at the hearing, for example, by stating "This is my Notice of Intention to Appear at the Fairness Hearing for In re Animation Workers Antitrust Litigation."

IF YOU CHOOSE TO OPT OUT OF THE SETTLEMENT, YOU WILL HAVE NO RIGHT TO SPEAK AT THE HEARING ABOUT THAT SETTLEMENT OR OBJECT TO IT, BECAUSE THAT SETTLEMENT WILL NO LONGER AFFECT YOUR RIGHTS.

THE COURT'S FAIRNESS HEARING

26. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Fairness Hearing at [DATE/TIME] at the following courtroom:

At this hearing, the Court will consider the Settlement and determine whether it is fair, reasonable, and adequate. If there are timely written comments or objections, the Court will consider them. The Court will decide whether to allow people who have raised objections or comments to speak at the hearing. The Court may also decide how much to award to Plaintiffs' Counsel in attorneys' fees and expenses and whether to approve the payment of Service Awards to the Class Representatives. After the hearing, the Court will decide whether to approve the Settlement. We do not know how long this decision will take.

Fairness Hearings are rarely rescheduled, but you should be sure to check the website, www.animationlawsuit.com, for news of any such changes.

27. Do I have to come to the Fairness Hearing?

No. Plaintiffs' Counsel will be present at the Fairness Hearing to answer any questions the Court may have. You are welcome to come at your own expense. If you send comments or objections to either Settlement, you don't have to come to Court to talk about it. As long as you mailed your written comments or objections on time, the Court will consider them. You may also pay your own lawyer to attend, but it is not required.

IF YOU DO NOTHING AS A CLASS MEMBER

28. What happens if I do nothing at all?

If you are a Class Member and you do nothing, you will get money from the Settlement and any claims you might have against DreamWorks and the Released Parties defined above in Question 18 based on the allegations in this case will be released unless you separately write to opt out (following the instructions in Question 22). In exchange for receiving money from the Settlement, you will give up or "release" your claims against DreamWorks and the Released Parties in this lawsuit. You will not be able to participate in, or collect money damages from, any other lawsuit against DreamWorks or the Released Parties related to any alleged conspiracy to suppress competition or compensation, including agreements to restrict recruiting or hiring or to coordinate compensation, including merit increase budgets and compensation ranges. (See Question 18 for the exact definition of the claims you are giving up.)

YOUR PRIVACY

29. Will my manager know whether or how I responded to this Notice?

The Court has appointed an independent, experienced professional Notice and Claims Administrator, Kurtzman Carson Consultants ("KCC"). The Notice and Claims Administrator will establish and follow procedures to protect the confidentiality of the identity of persons receiving payments or opting out. The Notice and Claims Administrator will issue settlement checks. The list of those Class Members receiving checks will not be shared with Defendants, the Court, or Plaintiffs' counsel.

The Notice and Claims Administrator will also receive requests to opt out of the Settlement and any comments and objections to the Settlement. The Notice and Claims Administrator will be required to share requests to opt out of the Settlement and any comments and objections to the Settlement with Class Counsel and counsel for the Defendants, as well as with the Court. Objections to the Settlement, as well as the names of those who opt out of the Settlement, will become part of the public record in the court file.

GETTING MORE INFORMATION

30. Are more details about the Settlement and the lawsuit available?

Yes. This notice summarizes the proposed Settlement and the ongoing lawsuit against the Non-Settling Defendants. For the precise terms and conditions of the Settlement, please see the Settlement agreement available at www.animationlawsuit.com. For all of the documents filed with the Court in the lawsuit, you can also access the Court docket in this case through the Court's Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov.

If you have additional questions, please contact the Notice and Claims Administrator:

You can also contact Class Counsel whose information is below again:

PLEASE DO NOT TELEPHONE THE COURT OR THE COURT CLERK'S OFFICE TO INQUIRE ABOUT THE SETTLEMENT OR THE CLAIMS PROCESS.