ORDER FINALLY APPROVING CLASS ACTION SETTLEMENT AND ENTERING JUDGMENT DISMISSING THE ACTION WITH PREJUDICE

GEORGE H. WU, District Judge.

This matter came on for hearing on November 20, 2017, upon the Motion for Final Approval of the proposed settlement of this action on the terms set forth in the Joint Stipulation re: Class Action Settlement (the "Settlement" or "Stipulation"), attached hereto as Exhibit 1, and the First Addendum to Joint Stipulation re: Class Action Settlement (the "First Addendum"), attached hereto as Exhibit 2. Due and adequate notice having been given to the members of the Class, and having considered the Settlement and the First Addendum thereto, all papers and proceedings held herein, and all oral and written comments received regarding the proposed Settlement, and having reviewed the entire record in this action, Case No. 2:14-cv-06412 GW (VBKx), entitled Mayra Casas, et al. v. Victoria's Secret Stores, LLC, et al. (the "Action"), and good cause appearing, the Court finds that:

WHEREAS, plaintiffs MAYRA CASAS and JULIO FERNANDEZ have alleged claims against defendant VICTORIA'S SECRET STORES, LLC ("Defendant") on behalf of themselves and on behalf of others similarly situated, comprising all current and former employees of Defendant, who worked in California during the period from July 9, 2010 to August 11, 2017, and who were classified as non-exempt from overtime pay, excluding Defendant, its owners, directors, officers, executives, and all management personnel whose responsibility it was to maintain and/or enforce the policies, procedures, customs and/or business practices complained of in the Action; and

WHEREAS, Plaintiffs assert claims against Defendant for (1) failure to pay reporting time pay for regular shifts; (2) failure to pay reporting time pay for "call-in" shifts; (3) failure to pay overtime compensation; (4) failure to pay minimum wages; (5) failure to maintain required business records; (6) failure to provide accurate itemized wage statements; (7) failure to pay all wages earned at termination; (8) unlawful business practices; (9) unfair business practices; (10) failure to pay split shift premiums; (11) unreimbursed business expenses; and (12) civil penalties based on these alleged violations; and

WHEREAS, Defendant expressly denies the allegations of wrongdoing and violations of law alleged in this Action, and further denies any liability whatsoever to Plaintiffs or to the Class Members; and

WHEREAS, without admitting any liability, claim, or defense, Plaintiffs and Defendant (collectively, the "Parties") determined that it was mutually advantageous to settle this Action and to avoid the costs, delay, uncertainty, and business disruption of ongoing litigation; and

WHEREAS, the Parties agreed to resolve the Action and entered into the Stipulation in and about February and March, 2017, and the First Addendum on or about July 28, 2017, which together provide for a complete dismissal, with prejudice, of the claims asserted in the Action against Defendant on the terms and conditions set forth in the Stipulation and the First Addendum, subject to the approval of this Court; and

WHEREAS, this Court granted preliminary approval of the Parties' Settlement in this Action on or about August 11, 2017 (the "Preliminary Approval Order"); and

WHEREAS, notice to the Class Members was sent in accordance with the Stipulation and the Preliminary Approval Order; and

WHEREAS, a fairness hearing on the proposed Settlement having been duly held and a decision reached;

NOW, therefore, the Court grants final approval of the Settlement, and

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. To the extent defined in the Joint Stipulation re: Class Action Settlement, attached hereto as Exhibit 1 and the First Addendum thereto, attached hereto as Exhibit 2, and incorporated herein by reference, the terms in this Order shall have the meanings set forth therein.

2. The Court has jurisdiction over the subject matter of this Action, Defendant, and the Class.

3. The Court has determined that the notice given to the Class fully and accurately informed all persons in the Class of all material elements of the proposed Settlement — including the plan of distribution of the Settlement funds, the application for enhancement awards to the Class Representatives, and the application for an award of attorneys' fees and costs to Class Counsel — constituted the best notice practicable under the circumstances, and constituted valid, due, and sufficient notice to all Class Members.

4. The Court hereby (1) grants final approval of the Settlement and Stipulation as fair, reasonable, and adequate in all respects to the Class Members; (2) grants final certification of the Class as defined below in Paragraph 6 of this Order; and Orders the parties to consummate the Settlement in accordance with the terms of the Stipulation and the First Addendum thereto.

5. The plan of distribution as set forth in the Stipulation and the First Addendum thereto, providing for the distribution of the Net Settlement Amount to Class Members, is approved as being fair, reasonable, and adequate.

6. The Class consists of 43,669 Class Members, and is defined as follows:

7. As previously ordered in the Court's Preliminary Approval Order dated August 11, 2017, the Court appoints as Class Counsel the following attorneys: Stanley D. Saltzman and Stephen P. O'Dell of Marlin & Saltzman, LLP, 29800 Agoura Road, Suite 210, Agoura Hills, California 91301.

8. The Court approves the payment of attorneys' fees in the amount of $3,540,000.00 (equal to 29.5%) to Class Counsel, which shall be paid from, and not in addition to, the Total Class Action Settlement Amount.

9. The Court approves the payment of attorneys' costs in the amount of $10,797.00 to Class Counsel, which shall be paid from, and not in addition to, the Total Class Action Settlement Amount.

10. The Court approves a payment in the amount of $37,500.00 to the California Labor & Workforce Development Agency, representing the State of California's portion of civil penalties under the Private Attorneys General Act, which shall be paid from, and not in addition to, the Total Class Action Settlement Amount.

11. The Court approves the payment of reasonable claims administration costs to the Claims Administrator, CPT Group, Inc., in the amount of $200,000.00, which shall be paid from, and not in addition to, the Total Class Action Settlement Amount.

12. The Court approves enhancement awards to Plaintiff and class representative Mayra Casas in the amount of $10,000.00 and to Plaintiff and class representative Julio Fernandez in the amount of $9,000.00, which amounts shall be paid from, and not in addition to, the Total Class Action Settlement Amount.

13. The Court hereby dismisses this Action with prejudice. Without affecting the finality of this Final Order and Judgment, the Court reserves exclusive and continuing jurisdiction over the Action; plaintiffs Mayra Casas and Julio Fernandez; the Class; and Defendant for the purposes of: (a) supervising the implementation, enforcement, construction, and interpretation of the Stipulation and the First Addendum thereto, the Preliminary Approval Order, the distribution of the Total Class Action Settlement Amount, and the Final Order and Judgment; and (b) hearing and determining the application by Class Counsel for an award of attorneys' fees, costs, and expenses, which hearings shall take place concurrently with the hearing for this Final Order and Judgment.

14. Upon entry of this Final Order and Judgment, and by operation of this Final Order and Judgment, the claims in this Action of each Class Member against Defendant, and against any and all of the Released Parties (as defined in the Stipulation), are fully, finally, and forever released, relinquished, and discharged pursuant to the terms of the Stipulation and the First Addendum thereto.

15. Each member of the Class is bound by this Final Order and Judgment, including, without limitation, the release of claims as set forth in the Stipulation and the First Addendum thereto.

16. This Final Order and Judgment and the Stipulation and the First Addendum thereto, and all papers related thereto, are not, and shall not be construed to be, an admission by Defendant of any liability, claim, or wrongdoing whatsoever, and shall not be offered as evidence of any such liability, claim, or wrongdoing in this Action or in any other proceeding.

17. In the event that the Settlement does not become effective in accordance with the terms of the Stipulation, then this Final Order and Judgment shall be rendered null and void to the extent provided by and in accordance with the Stipulation and shall be vacated, 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 Stipulation, and each party shall retain his, her or its rights to proceed with litigation of the Action.

18. The Court finds that there is no just reason for delay of entry of this Final Order and Judgment and hereby directs its entry.

IT IS SO ORDERED, ADJUDGED, AND DECREED.

EXHIBIT 1

to [Proposed] Order Finally Approving Class Action Settlement and Entering Judgment

TO THE COURT AND TO ALL PARTIES AND THEIR RESPECTIVE COUNSEL OF RECORD:

This Joint Stipulation re: Class Action Settlement (hereinafter, "Stipulation" or "Settlement") is made and entered into by and between plaintiffs Mayra Casas ("Casas") and Julio Fernandez ("Fernandez," and, collectively with Casas, "Plaintiffs"), on behalf of themselves and on behalf of others similarly situated; and defendant Victoria's Secret Stores, LLC ("Defendant"), hereinafter collectively referred to as the "Parties." Subject to the approval of the Court, the Action is hereby being compromised and settled pursuant to the terms and conditions set forth in this Stipulation. This Settlement shall be binding on Plaintiffs and the class they purport to represent, Defendant, and on their respective counsel, subject to the terms and conditions hereof and the approval of the Court.

THE PARTIES STIPULATE AND AGREE as follows:

I. DEFINITIONS

1. The following terms, as used throughout this Stipulation, are defined as follows:

2. Date Of This Stipulation. This Stipulation is made as of the date set forth below by and between Plaintiffs, on behalf of themselves and the Class, on the one hand, and Defendant, on the other hand, subject to the approval of the Court.

II. BACKGROUND OF THE LEGAL ACTION

3. Complaint Filed In Los Angeles County Superior Court And Removed To The Central District Of California. Casas filed the instant Action, entitled Mayra Casas, et al. v. Victoria's Secret Stores, LLC, et al., in Los Angeles County Superior Court on July 9, 2014. In it, Casas alleged causes of action for: (1) Failure to pay reporting time on regularly scheduled shifts (8 Cal. Code Regs. § 11070(5); Cal. Lab. Code § 558); (2) Failure to pay reporting time on "call-in" shifts (8 Cal. Code Regs. § 11070(5); Cal. Lab. Code § 558); (3) Failure to pay for all time worked (Cal. Lab. Code §§ 510, 1194, 1194.2, 1197, and 1198; Wage Order); (4) Failure to maintain required business records (Cal. Lab. Code §§ 1174, 1174.5; Wage Order); (5) Failure to provide accurate itemized wage statements (Cal. Lab. Code §§ 226, 226.3; Wage Order); (6) Unfair business practices (Bus. & Prof. Code §§ 17200, et seq.); and (7) Civil penalties under the Private Attorneys General Act (Cal. Lab. Code §§ 2698, et seq.). Defendant subsequently removed the Action to the Central District of California, where it was assigned Case No. 2:14-cv-06412-GW (VBKx). On September 5, 2014, Plaintiffs filed a First Amended Complaint ("FAC"), amending the complaint to add Fernandez as a named plaintiff and putative class representative and to add an additional claim for failure to pay all wages earned at termination pursuant to California Labor Code sections 200 through 203. Defendant moved to dismiss Plaintiffs FAC, which Plaintiffs opposed. Following supplemental briefing, the Court granted, in part, Defendant's motion to dismiss Plaintiffs' FAC on December 29, 2014. Thereafter, Plaintiffs filed a Second Amended Complaint ("SAC"), alleging causes of action for: (1) Failure to pay reporting time pay (8 Cal. Code Regs. § 11070(5); Cal. Lab. Code § 558); (2) Failure to pay overtime (Cal. Lab. Code §§ 510, 1194; Wage Order); (3) Failure to pay minimum wage (Cal. Lab. Code §§ 1182.11, 1182.12, 1194, 1194.2, 1197; Wage Order); (4) Failure to maintain required business records (Cal. Lab. Code §§ 1174, 1174.5; Wage Order); (5) Failure to provide accurate itemized wage statements (Cal. Lab. Code §§ 226, 226.3; Wage Order); (6) Failure to pay all wages earned at termination (Cal. Lab. Code §§ 200-203); (7) Unlawful business practices (Bus. & Prof. Code §§ 17200, et seq.); (8) Unfair business practices (Bus. & Prof. Code §§ 17200, et seq.); and (9) Civil penalties under the Private Attorneys General Act (Cal. Lab. Code §§ 2698, et seq.). Defendants then moved to dismiss Plaintiffs' SAC, which Plaintiffs opposed. During that time, Plaintiffs also moved this Court to certify for interlocutory appeal pursuant to 28 U.S.C. § 1292(b) its order dismissing certain claims from the FAC, which Defendant opposed. Thereafter, following the Court's decision on February 13, 2015 to grant, in part, Defendant's motion to dismiss Plaintiffs' SAC, Plaintiffs filed a Third Amended Complaint ("TAC"), which is currently the operative complaint in this action, alleging the same claims and causes of action set forth in the SAC. Defendant moved to dismiss the TAC, which Plaintiffs opposed. Before ruling on Defendant's motion to dismiss the TAC, this Court granted Plaintiffs' motion to certify for interlocutory appeal pursuant to 28 U.S.C. § 1292(b) its order dismissing, in part, Plaintiffs' FAC. Thereafter, the Ninth Circuit granted Plaintiffs' petition for interlocutory appeal, the parties lodged formal merits briefing, and the parties participated in oral argument on October 5, 2016. Defendant generally denies Plaintiffs' claims, including the allegations in the Complaint, FAC, SAC, and TAC.

4. Mediation And Settlement Agreement Reached By The Parties. On October 25, 2016, the Parties and their counsel participated in a formal mediation session before Steven G. Pearl, Esq., of ADR Services, Inc., in Los Angeles, California. At the conclusion of the October 25, 2016 mediation session, the Parties, by and through their counsel, reached an agreement to resolve the Action pursuant to terms set forth in a Memorandum of Understanding. This Stipulation formalizes the Settlement agreement reached by the Parties.

5. Investigation. The Parties have conducted a detailed and comprehensive investigation of the claims asserted against Defendant and of the applicable law. Although the Action — including discovery — has been stayed during initial motion practice before the Court and pending Plaintiffs' appeal of the Court's order granting Defendant's motion to dismiss the FAC, the Parties agreed to engage in informal discovery to prepare for mediation, which included: (a) analysis by the Parties of payroll records, time records, scheduling records, and other related records and policies pertaining to Plaintiffs, Class Members, and the claims asserted in the Action; (b) Defendant's identification of all current and former non-exempt putative class member employees in the relevant job categories during the relevant time period; (c) research of the law applicable to Plaintiffs' claims and Defendant's affirmative defenses, as well as the damages alleged by Plaintiffs; (d) examination and analysis of information and documents; and (f) consideration of information disclosed at and in connection with mediation. Based upon the information known as of February 27, 2016, the number of Class Members was approximately 36,278.

6. Benefits Of Settlement. The Class Representatives and Class Counsel recognize the uncertainty and risk of the outcome of further litigation, and the difficulties and delays inherent in such litigation. The Class Representatives and Class Counsel also are aware of the burdens of proof necessary to establish liability for the claims asserted in the Action, the defenses thereto, and the difficulties inherent in the Action. Based on the foregoing, the Class Representatives and Class Counsel have determined that the Settlement set forth in this Stipulation is a fair, adequate, and reasonable settlement, and that it is in the best interest of the Class Members. Based on their discovery and investigation, Class Counsel has determined that the Settlement is well within the range of reasonableness. The settlement embodied and documented in this Stipulation is the product of extensive, armslength negotiations, and is not the product of collusion. Likewise, Defendant has concluded that any further defense of this Action would be protracted and expensive. Substantial amounts of time, energy, and resources have been, and will continue to be, devoted to the defense of the Action unless this Settlement is made. Therefore, Defendant has agreed to settle, in the manner and upon the terms set forth in this Stipulation, in order to fully and finally resolve the claims asserted in the Action.

7. Denial Of Wrongdoing. Defendant has denied and continues to deny each of the claims asserted by Plaintiffs in this Action, as referenced in Paragraph 3, above. Defendant has asserted and continues to assert defenses to the Class Representatives' claims, and has expressly denied and continues to deny any wrongdoing whatsoever. Neither this Stipulation nor any action taken to carry out the Settlement may be construed as an admission by Defendant of any fault, wrongdoing, or liability whatsoever.

III. DATE OF SETTLEMENT

8. Effective Date. The Court's Judgment shall become final when all of the following events have occurred:

IV. CLASS MEMBERS INCLUDED IN SETTLEMENT

9. Scope Of The Class. The Class is comprised of all current and former employees of Defendant, who worked in California during the period from July 9, 2010 to the Preliminary Approval Date; who were classified as non-exempt from overtime pay, excluding Defendant, its owners, directors, officers, executives, and all management personnel whose responsibility it was to maintain and/or enforce the policies, procedures, customs and/or business practices complained of in the Action; who do not timely submit a Request for Exclusion; and to whom a Notice was mailed pursuant to Paragraph 19, subparagraph (b).

10. Class Members' Objections To This Settlement. Any Class Member may object to the Settlement by filing a written objection with the Court and serving the written objection on counsel for the Parties on or before the Opt-Out Deadline, at the addresses detailed in Paragraph 42, below. Any Class Member who does not object to the Settlement in the manner provided for in this Stipulation may not appeal the Final Judgment. In the event that the Court approves this Settlement notwithstanding the objections of any Class Members, Class Members who object to the Settlement will nonetheless be bound by the Settlement. Class Members who have opted out of the Settlement as detailed in Paragraph 19, subparagraph (d), herein do not have standing to object to the Settlement or to file an appeal for purposes of Paragraph 8.

11. Class Members' Exclusion ("Opt-Out") From This Settlement. Any Class Member may request to be excluded ("opt-out") from this Settlement by mailing a writ-ten Request for Exclusion to the Claims Administrator as prescribed in Paragraph 19, subparagraph (d), herein. Each Class Member who submits a valid Request for Exclusion shall not be bound by the Settlement.

12. Blow-Up Provision. Defendant reserves the right to revoke this Stipulation and the Settlement provided for herein if more than ten percent (10%) of Class Members opt out of the Settlement by submitting timely and valid Requests for Exclusion in the manner set forth in Paragraph 19, subparagraph (d), below, in which case this Stipulation will not have any force and/or effect. Class Counsel and Class Representatives agree not to oppose any application by Defendant and/or its Counsel that is consistent with this Paragraph. Defendant shall make its election within seven 7) calendar days of receipt from the Claims Administrator of the total percentage of apt-outs. If the Settlement is voided, no payment will be made by Defendant to Plaintiffs, any Class Member, or Class Counsel; and all Parties and third parties referenced in this Stipulation will bear their own costs, fees, and expenses associated with the Litigation. However, Defendant will be responsible for the costs incurred by the Settlement Administrator.

13. Finality Of Settlement. As of the Effective Date, the Settlement contained herein, including the Release outlined below, shall be final and binding upon all Class Members who do not exclude themselves from the Settlement.

V. RELEASES

14. Release By Plaintiffs And Class Members. As of the date of final approval of this Stipulation, Plaintiffs and Class Members (including the Class Representatives) release the Released Parties from the following, collectively referred to as the "Released Class Claims":

15. General Release By The Class Representatives. In addition to the release set forth in the above Paragraph 14, the Class Representatives make the additional general release of all of their individual claims as follows: Class Representatives release Released Parties from any and all claims, actions, demands, causes of action, suits, debts, obligations, damages, rights, or liabilities of any nature and description whatsoever, known or unknown, that Class Representatives individually may possess against the Released Parties arising from Class Representatives' employment with Defendant. Class Representatives hereby acknowledge that, upon receiving the sums provided to them pursuant to this Stipulation, they will have received all potential wages, damages, and penalties owing to them by Defendant, and, further, that they are not owed any additional wages, penalties, or damages from Defendant.

Class Representatives also agree to expressly waive the provisions of California Civil Code section 1542, which provides as follows:

Class Representatives' general release shall cover the time period from the start of each of their respective employment with Defendant up to the Effective Date.

VI. AMOUNT AND DISTRIBUTION OF SETTLEMENT

16. Settlement Amount. The Total Class Action Settlement Amount shall be exactly Twelve Million Dollars ($12,000,000.00). Defendant will pay the Total Class Action Settlement Amount, within twenty (20) calendar days of the Effective Date by wiring that amount to the Claims Administrator. With the limited exception of Defendant's obligation to pay the employer's share of payroll taxes as described in Paragraph 19, subparagraph (i), under no circumstances will Defendant be obligated to pay more than the amount of $12,000,000.00 as a result of this Settlement.

17. Deductions From Settlement Amount. Deductions from the Total Class Action Settlement Amount, all subject to Court approval, shall be made for:

18. Non-Reversionary Settlement. There will be no reversion to Defendant following the claims process. In the event that an Individual Settlement Award is paid to a Class Member by check and the check is not cashed on or before the Check Cashing Deadline, the amount of the Individual Settlement Award shall be considered unclaimed. Each unclaimed Individual Settlement Award shall be tendered to the State of California Unclaimed Wages Fund in the Class Member's name.

VII. CLAIMS ADMINISTRATION

19. Claims Administrator's Duties. The Claims Administrator shall be responsible for (a) processing the data provided by Defendant to be used in calculating Individual Settlement Awards; (b) preparing, printing, and mailing to Class Members the Notice (attached hereto as Exhibit A), as well as following up with reasonable skip tracing; (c) notifying the Parties of the identity of Class Members who submit timely Requests for Exclusion; (d) calculating and mailing Individual Settlement Awards to Class Members; (e) calculating and paying the employer's share of the applicable federal and state withholding taxes; (f) filing any required federal and state tax forms and related agency reporting; (g) filing any required reports with the Court; and (h) any and all such other tasks as to which the Parties mutually agree, or which the Court orders the Claims Administrator to perform. The claims process shall be anonymous to the extent possible.

Specifically, the Claims Administrator shall perform the following duties:

20. Disputes Regarding The Claims Administrator's Performance Of Duties. All disputes relating to the Claims Administrator's performance of its duties shall be referred to the Court, if necessary, which will have continuing jurisdiction over the terms and conditions of this Stipulation until all payments and obligations contemplated by this Stipulation have been fully carried out.

VIII. DUTIES OF THE PARTIES PRIOR TO PRELIMINARY COURT APPROVAL

21. Submission Of Stipulation To Court. The Parties shall promptly submit this Stipulation to the Court in support of Plaintiff's motion for preliminary approval and determination by the Court as to the fairness, adequacy, and reasonableness of this Stipulation, and shall apply to the Court for the entry of an order substantially in the following form:

The [Proposed] Preliminary Approval Order to be submitted shall be the document attached hereto as Exhibit B, unless the Court's orders during the approval process require revisions to be made. Unless the Parties agree otherwise, only necessary revisions shall be made to the [Proposed] Preliminary Approval Order to be submitted to the Court.

22. Amendment Of This Stipulation To Conform To The Court's Order. To the extent the Court does not approve this Stipulation, or any term contained herein, and instead allows the Parties to amend this Stipulation, the Parties agree to cooperate in good faith to amend the Stipulation in accordance with the Court's direction, and to retain all other terms of the Stipulation that the Court approves.

IX. DUTIES OF THE PARTIES FOLLOWING PRELIMINARY COURT APPROVAL

23. Timely Approval Of Documents To Be Mailed By The Claims Administrator. Counsel for the Parties shall respond to requests by the Claims Administrator to approve all claims administration documents, including the Notice to be mailed to the Class, within seven (7) calendar days of the Claims Administrator's request for approval.

24. Defendant's Provision Of Class Member Data To Claims Administrator. No later than thirty (30) calendar days following preliminary approval of this Settlement by the Court, Defendant shall provide the Claims Administrator with data that is within Defendant's possession containing, for each Class Member: (a) the Class Member's name, (b) the Class Member's last known address, and (c) the Class Member's social security number. In addition to that data, if the Claims Administrator determines that it needs any Class Members' last-known phone numbers in order to effectuate the settlement, Defendant will provide such information to the Claims Administrator, to the extent such information is available to Defendant, within seven (7) calendar days after the Claims Administrator's request. This Class information is confidential and not to be disclosed to anyone other than the Claims Administrator. This information shall be based on Defendant's payroll and other business records, and shall be in a format readily accessible to Defendant. Within ten (10) calendar days of receipt of the information from Defendant, the Claims Administrator will mail the Notice to the Class Members, provided that counsel for the Parties have approved the documents pursuant to Paragraph 23 herein. In the event that approval of the documents pursuant to Paragraph 23 takes more than ten (10) calendar days, the Claims Administrator shall mail the Notice to the Class Members within two (2) business days of receiving approval of the documents pursuant to Paragraph 23.

25. Disputes Arising From Claims Administration. Any disputes arising during the claims administration process must be resolved informally by counsel for the Parties and, if the Parties cannot agree, by the Claims Administrator, within ten (10) calendar days of the Opt-Out Deadline.

26. Motions By Class Counsel.

The [Proposed] Final Approval Order and Judgment to be submitted shall be the document attached hereto as Exhibit C, unless the Court's orders during the approval process require revisions to be made. Unless the Parties agree otherwise, only necessary revisions shall be made to the [Proposed] Final Approval Order and Judgment to be submitted to the Court.

27. Fairness Hearing. Upon expiration of the Opt-Out Deadline, the Parties shall attend a Final Settlement Approval Hearing with the Court to finally approve the Settlement as fair, reasonable, and adequate as to (a) Class Members; (b) attorneys' fees and costs to Class Counsel; (c) the enhancement awards to Class Representatives; (d) the costs and fees for claims administration; (e) the PAGA Allocation, and (0 the Individual Settlement Awards to be paid to the Class Members, including the methodology used to calculate such awards.

X. DUTIES OF THE PARTIES FOLLOWING FINAL COURT APPROVAL

28. Final Settlement Approval, And Entry Of Judgment. At or before the Final Settlement Approval Hearing, Class Counsel shall submit the [Proposed] Final Settlement Approval Order and Judgment to the Court for the Court's approval and entry. After entry of the Final Settlement Approval Order and Judgment, the Court shall have continuing jurisdiction over the administration of the Settlement,

29. Payment Of Settlement Amount. Not later than twenty (20) calendar days following the Effective Date, Defendant shall deposit the Total Class Action Settlement Amount into an account established by the Claims Administrator. The Claims Administrator will retain authority over the deposited funds, which are to be used in accordance with this Stipulation and any orders of the Court. The Claims Administrator shall make all payments and other disbursements required by this Stipulation from the Total Class Action Settlement Amount. Defendant shall have no further obligations over the distribution of the Total Class Action Settlement Amount.

30. Provision Of Final Settlement Approval Order And Judgment To Claims Administrator. Within two (2) business days of final approval by the Court of the Settlement provided for in this Stipulation, Class Counsel shall provide the Claims Administrator with a copy of the Final Settlement Approval Order and Judgment.

XI. ADDITIONAL TERMS

31. Nullification Of Settlement. This Stipulation shall be null and void, and any order of judgment entered by the Court in furtherance of the Settlement shall he vitiated nunc pro tunc, if any of the following occurs:

32. No Admissions. Nothing contained herein is to be construed or deemed to be an admission of liability or wrongdoing by Defendant. This Stipulation and the attached exhibits are settlement documents, and, pursuant to California Evidence Code section 1152, these documents shall be inadmissible in any proceeding except in an action or proceeding to approve, interpret, or enforce this Stipulation.

33. Amendment Or Modification. This Stipulation may be amended or modified only by a written instrument signed by counsel for all Parties.

34. Entire Agreement. This Stipulation and the accompanying exhibits constitute and comprise the entire agreement between the Parties. No oral or written representations, warranties, or inducements have been made to any of the Parties concerning this Stipulation other than the representations, warranties, and covenants contained and memorialized herein.

35. Construction. The Parties agree that the terms of this Stipulation and the accompanying exhibits are the result of lengthy, arms-length negotiations, and that this Stipulation shall not be construed in favor of or against any of the Parties by reason of the extent to which any of the Parties or their respective counsel participated in the drafting of this Stipulation.

36. Parties' Authority. The signatories to this Stipulation represent that they are fully authorized to enter into this Stipulation and to bind the Parties hereto to the terms and conditions hereof.

37. Successors And Assigns. This Stipulation is binding upon, and inures to the benefit of, the Parties' successors and assigns. The Parties represent and warrant that they have not, directly or indirectly, assigned, transferred, or encumbered to any person or entity any portion of any claim, demand, action, cause of action, or rights herein released and discharged except as set forth herein.

38. Enforcement Of Actions. In the event that any of the Parties to this Stipulation institutes any legal action, arbitration, or other proceeding against any of the other Parties to enforce the provisions of this Stipulation or to declare rights or obligations under this Stipulation, the successful Party shall be entitled to recover from the unsuccessful Party or Parties, reasonable attorneys' fees and costs, including expert witness fees, incurred in connection with any such enforcement proceedings.

39. Governing Law. All terms of this Stipulation shall be governed by and interpreted according to the laws of the State of California.

40. Jurisdiction Of The Court. The Court shall retain jurisdiction with respect to the interpretation, implementation, and enforcement of the terms of this Stipulation and all orders and judgments entered in connection therewith.

41. Counterparts. This Stipulation may be executed in one or more counterparts. All executed counterparts, and each of them, shall be deemed to be one and the same instrument. Signatures may be affixed either by original signatures, PDF, or facsimile.

42. Notices. Unless otherwise specifically provided in this Stipulation, all notices, demands, and/or other communications will be in writing and will be deemed to have been duly given as of the third (3d) business day after mailing by U.S. Mail, addressed as follows:

43. Enforceability. The Parties intend for this Agreement to be enforceable in the United States District Court, Central District of California, by and subject to the Court's pending jurisdiction.

44. Interpretation. This Stipulation shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against any Party. Unless the context indicates otherwise, the term "or" shall be deemed to include the term "and," and the singular or plural number shall be deemed to include the other. Captions and headings are intended solely for convenience of reference and shall not be used in the interpretation of this Stipulation.

45. Confidentiality.

46. Exhibits Incorporated By Reference. The terms of this Stipulation include the terms set forth in any attached Exhibit, which are incorporated by this reference as though fully set forth herein. Any Exhibit to this Stipulation is an integral part of the Settlement.

47. Interim Stay Of Proceedings. The Parties agree to refrain from further litigation of this matter, except such proceedings necessary to implement and obtain an Order granting Final Approval of the terms of the Settlement. The Parties further agree that the mutual, voluntary cessation of litigation shall terminate either as of the Effective Date or the date upon which this Settlement has been denied by the Court and all subsequent attempts to cure deficiencies pursuant to Paragraph 22 have ended.

48. Invalidity Of Any Provision. Before declaring any provision of this Stipulation invalid, the Court shall first attempt to construe the provisions valid to the fullest extent possible consistent with applicable precedents so as to define all provisions of this Settlement valid and enforceable.

49. Class Certification For Settlement Purposes Only. The Parties agree to stipulate to class certification only for purposes of the Settlement. If, for any reason, the Settlement is not approved, the stipulation to certification will be void. The Parties further agree that certification for purposes of the Settlement is not an admission that class certification is proper under the standard applied to contested certification motions and that this Settlement will not be admissible in this or any other proceeding as evidence that (i) a class should or should not be certified or (ii) Defendant is or is not liable to Class Representatives or the putative Class Members.

50. Adding Claims For Settlement Purposes Only. Defendant agrees to stipulate to allow Plaintiffs to add claims for split shift pay and unreimbursed business expenses in the Action for the purpose of effectuating the Settlement, as such potential claims were fully considered and negotiated as part of the Parties' settlement negotiations. Attached hereto as Exhibit D is a Fourth Amended Complaint, to be deemed the operative complaint in this matter as of the date that the Final Approval Order is entered. If, for any reason, the Settlement is not approved and/or final approval is not granted as anticipated in this Stipulation, Defendant reserves the right to object to the addition of Plaintiffs' claims for split shift pay and unreimbursed business expenses in the Action.

51. All Terms Subject To Final Court Approval. All amounts and procedures described in this Stipulation shall be subject to final Court approval.

52. Execution Of Necessary Documents. All Parties shall execute all documents reasonably necessary to effectuate the terms of this Settlement.

53. Binding Agreement, The Parties intend that this Settlement shall be fully enforceable and binding on all Parties, and that it shall be admissible and subject to disclosure in any proceeding to enforce its terms, notwithstanding any mediation confidentiality provisions that otherwise might apply under federal or state law.

EXHIBIT A

to Joint Stipulation Re Class Action Settlement

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

NOTICE OF CLASS ACTION SETTLEMENT

PLEASE READ CAREFULLY AS THIS NOTICE MAY AFFECT YOUR RIGHTS

I. WHY DID I GET THIS NOTICE?

This notice explains that a settlement has been reached in the case entitled Mayra Casas, et al. v. Victoria's Secret Stores, LLC, et al., Case No. 2:14-cv-06412 GW (VBKx) (the "Lawsuit"). You are receiving this notice because the records of Victoria's Secret Stores, LLC ("VSS") indicate that you are a member of the proposed "Class" of employees included in the Lawsuit, because you are a current or former VSS employee who worked in California during the time period of July 9, 2010 to August 10, 2017, who was classified as non-exempt from overtime pay (hourly). Not included in the Class are VSS' owners, directors, officers, executives, and all management personnel whose responsibility it was to maintain and/or enforce the policies, procedures, customs and/or business practices complained of in the Lawsuit. As a member of the proposed Class, you are eligible to receive a portion of the settlement amount.

This is not a notice of a lawsuit against you. You are not being sued. The Lawsuit was brought on behalf of all Class members, for their benefit. Your participation, or non-participation, in the Settlement will not affect your employment with VSS in any way whatsoever.

The Court has ordered that this notice be sent to you because VSS' records indicate that you are a member of the Class. The purpose of this notice is to inform you of the proposed Settlement of the Lawsuit. The notice is also intended (i) to describe the Settlement, including how the Settlement monies will be allocated and how the Settlement may affect you, and (ii) to advise you of your rights and options with respect to the Settlement.

II. WHAT IS THE CLASS ACTION LAWSUIT ABOUT?

In July 2014, a then-current VSS employee filed a lawsuit in which she alleged multiple violations of California wage-and-hour laws that were believed to be effecting all members of the proposed Class of employees described above, including: (1) failure to pay reporting time pay for regular shifts; (2) failure to pay reporting time pay for "call-in" shifts; (3) failure to pay for all time worked; (4) failure to maintain required business records; (5) failure to provide accurate itemized wage statements; (6) unfair business practices; and (7) civil penalties under the Private Attorneys General Act (PAGA). Another former VSS employee was subsequently added to the Lawsuit. These two individuals who are suing VSS are referred to in this document as "Plaintiffs." The Lawsuit was transferred from State to Federal Court in the Central District of California, and was litigated there prior to this settlement.

VSS contends that the members of the Class have been paid all monies that were due to them, maintains that it has at all times complied with California's wage-and-hour laws, and vigorously denies any wrongdoing alleged by Plaintiffs.

The Court has not ruled on whether Plaintiffs' allegations have any merit. However, for the purpose of avoiding the time and expense of further litigation, the ultimate outcome of which is uncertain, and to provide a fair and reasonable resolution of this legal dispute, Plaintiffs and VSS have negotiated a settlement whereby VSS has agreed to pay $12,000,000.00 to resolve the matter, and Class Members will be eligible to receive a portion of this amount. This Settlement is not an admission by VSS of any liability.

III. WHO IS INCLUDED IN THIS CLASS ACTION LAWSUIT?

The proposed Class is defined to include the following individuals:

IV. WHAT DOES THE PROPOSED SETTLEMENT OFFER?

Under the terms of the parties' proposed settlement, the following will occur if the Settlement is given final approval by the Court:

A. VSS will pay Twelve Million Dollars ($12,000,000.00) to settle the claims of all Class Members.

B. A claims administrator has been appointed by the Court to administer the Settlement. The claims administrator will pay from the $12,000,000.00: (1) Plaintiffs' costs of litigation, up to the amount of $20,000.00; (2) The expenses of administering the Settlement, up to the amount of $200,000.00; (3) Plaintiffs' counsel's attorneys' fees, up to $3,600,000.00; (4) An enhancement award of $10,000.00 to each Plaintiff; and (5) $37,500.00 to the California Labor & Workforce Development Agency, representing 75% of the $50,000.00 allocated to the settlement of Plaintiffs' claim for penalties under the Private Attorneys General Act of 2004 (California Labor Code sections 2698, et seq.) ("PAGA"). The remainder of the $12,000,000.00, currently estimated to be at least $8,122,500.00, will be available to be distributed to all Settlement Class Members; this amount is called the Net Settlement Fund ("NSF").

C. The amount stated above to be distributed to the Settlement Class Members will be divided among all Settlement Class Members as follows. After the amounts described in paragraph IV.B, above, are deducted, the resulting NSF will be divided by the total number of "qualified weeks" worked by all Class Members during the Class Period, to produce a "Weekly Settlement Value." A "qualified week" is any week in which a Settlement Class Member was employed by VSS in California in a non-exempt job position — excluding in a position with responsibility for maintaining and/or enforcing the policies, procedures, customs and/or business practices complained of in the Action — during the Class Period. You will be eligible to receive a Settlement payment in the amount of the total number of qualified weeks you worked for VSS during the Class Period multiplied by the Weekly Settlement Value, less applicable withholdings, unless you choose to opt out of (i.e., not participate in) the Settlement.

D. If the Court grants final approval of the settlement agreement and you do not opt out of the settlement, then you will release VSS and all of VSS' current or former parent companies, subsidiary companies and/or related companies, partnerships, or joint ventures, and, with respect to each of them, all of their and/or such related entities' predecessors and successors, and, with respect to each such entity, all of its past, present, and future employees, officers, partners, principals, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under, or in concert with any of the persons or entities listed in this subsection, and their successors (the "Released Parties"), from any and all claims, actions, demands, causes of action, suits, debts, obligations, damages, rights or liabilities that have been asserted by Plaintiffs, or the Class Members or any of their respective heirs, executors, administrators, beneficiaries, predecessors, successors, attorneys, assigns, agents, and/or representatives arising out of any claims that were encompassed in the Action, and any claims which reasonably flow from the facts alleged in Plaintiffs' Complaint, First Amended Complaint, Second Amended Complaint, Third Amended Complaint, or Fourth Amended Complaint, including, but not limited to: claims for unpaid wages (including claims for minimum wage and overtime compensation); reimbursement of business expenses pursuant to Labor Code section 2802; interest; penalties (including waiting time penalties pursuant to Labor Code section 203, pay stub penalties pursuant to Labor Code section 226, and civil penalties pursuant to the Labor Code Private Attorneys General Act of 2004 (Labor Code sections 2698, et seq.) ("PAGA")); claims pursuant to Labor Code sections 200, 201, 202, 218.5, 226, 510, 558, 1174, 1194, 1197, 1198, and 1199; the Industrial Welfare Commission Wage Orders relating to claims for unpaid reporting time pay premiums, unpaid hours worked, recordkeeping, and split shift pay; and claims under Business and Professions Code sections 17200, et seq., claims for attorneys' fees and costs, conversion, fraud, common count, and unfair business practices (the "Released Class Claims"). Released Class Claims include all claimed or unclaimed compensatory, consequential, incidental, liquidated, punitive and exemplary damages, restitution, interest, costs and fees, injunctive or equitable relief, and any other remedies available at law or equity allegedly owed or available to the Class arising or reasonably flowing from the Complaint, First Amended Complaint, Second Amended Complaint, Third Amended Complaint, or Fourth Amended Complaint against the Released Parties for the time period from the beginning of each claim's applicable statute of limitations, up to and including the date of final approval of the settlement. You will be barred from prosecuting any of the Released Class Claims against the Released Parties.

V. WHAT ARE MY OPTIONS?

A. You may accept your share of the $12,000,000.00 settlement and be bound by the release of all claims described above. In order to receive your Settlement award, you do not need to do anything. Settlement awards will be paid by check after the Settlement is given final approval by the Court. The checks will be mailed to you by the claims administrator. Your check will remain valid and negotiable for one hundred eighty (180) days from the date on which it is issued. After those one hundred eighty (180) days expire, the check will become void and your Settlement share will be sent to the State of California Unclaimed Wages Fund in your name; or

B. You may opt out of the Settlement, and thus not participate in it, in which case you will not receive your share of the Settlement and you will not be bound by the terms of the Settlement. In order to express your intention to opt out, you must send a written request for exclusion, by mail, to the claims administrator, CPT Group, Inc., located at 50 Corporate Park, Irvine, California, 92606, by no later than October 18, 2017 (30 calendar days after mailing of this Notice). In order to be considered valid, your request for exclusion must include your name, your address, state your intent to opt out of the Settlement, and affix your signature to that statement.

C. You may object to the settlement The procedures for objecting to the settlement are described below in Section VIII of this form.

VI. WHAT ARE THE PROCEDURES FOR PAYMENT?

A. The claims administrator will calculate your share of the Settlement based upon your "qualified weeks" worked, and will issue and mail you a check.

B. Thirty-three percent (33%) of your share of the Settlement award will be considered wages from which ordinary W-2 tax withholdings will be deducted. No tax deductions shall be made from the remaining sixty-seven percent (67%), which will be issued as 1099 "other income". You will be given IRS tax forms for each of these amounts, if applicable. You are responsible for paying the correct amount of taxes on each portion of your share of the settlement.

C. It is important for the Parties to the Lawsuit to have your current address in order to be able to send you other mailings regarding the Lawsuit. You should contact the claims administrator to report any change of your address after you receive this Notice. Failure to report a change of address may result in you not receiving your share of the settlement money.

VII. HEARING ON PROPOSED SETTLEMENT

A Final Fairness Hearing, at which the Court will decide whether or not the proposed settlement is fair, reasonable, and adequate, will be held on November 20, 2017, at 8:30 a.m., in Courtroom 9D of the United States District Court for the Central District of California, located at 350 West First Street, Los Angeles, CA 90012. The Court may adjourn or continue the hearing without further notice to you.

You are not required to attend the hearing. Counsel for Plaintiffs and the Class will answer any questions the Court may have. However, you are welcome to attend the hearing at your own expense.

VIII. PROCEDURES FOR OBJECTING TO SETTLEMENT

A. You may object to the proposed settlement as unfair, unreasonable, and/or inadequate. You will not be heard or entitled to contest the approval of the terms and conditions of the proposed settlement, or, if approved, the judgment to be entered approving the settlement, unless you formally object to the settlement on or before October 18, 2017 (30 calendar days after mailing of this Notice).

B. To object to the settlement, you must file a written objection, along with copies of any papers in support of your position, with the Clerk of the United States District Court for the Central District of California, located at 350 West First Street, Los Angeles, CA 90012. You also must serve your objection and supporting papers on all counsel for the parties, as listed below. In your written objection, you must also verify that you are a member of the Class. If you do not object in this manner as described, you will have given up your right to object to the settlement. If you file an objection, you do not have to come to the Court to talk about it. As long as you submit your written objection on time, the Court will consider it. You may also pay your own lawyer to appear in Court on your behalf.

C. If you do not make your objection in the manner provided for in this Notice, you will be deemed to have waived such objection and shall forever be barred from making any objection to or appealing the fairness, reasonableness, or adequacy of the settlement.

IX. EXAMINATION OF COURT PAPERS AND QUESTIONS

This Notice summarizes the Settlement. For more detailed information, you may review the Joint Stipulation re: Class Action Settlement, and all other settlement related documents and motions, which are posted for your review at www.xxxx.com. which you can access using the following code: xxxx. Additionally, all papers filed in the Lawsuit, including the Joint Stipulation re: Class Action Settlement and all settlement related documents and motions are on file with the Clerk of the Court, case number 2:14-cv-06412 GW (VBKx), which is located in the office of the Clerk of the Court for the United States District Court for the Central District of California at 350 West First Street, Los Angeles, CA 90012, and is available for viewing during regular office hours (Mon. — Fri., 10:00 a.m. to 4:00 p.m.). Finally, the pleadings and all other records from this Lawsuit may also be examined by accessing the Court docket in this case through the Court's online Public Access to Court Electronic Records (PACER) system, at https://ecf.cacd.uscourts.gov. There may be a fee required to review the materials via the online PACER system.

If you have any questions, you can call the Claims Administrator at ___ or any of the attorneys representing the Class (see below for Class Counsel's phone number).

EXHIBIT B

to Joint Stipulation Re Class Action Settlement

THIS EXHIBIT INTENTIONALLY OMITTED

EXHIBIT C

to Joint Stipulation Re Class Action Settlement

THIS EXHIBIT INTENTIONALLY OMITTED

EXHIBIT D

to Joint Stipulation Re Class Action Settlement

THIS EXHIBIT INTENTIONALLY OMITTED

EXHIBIT 2

to [Proposed] Order Finally Approving Class Action Settlement and Entering Judgment

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

TO THE COURT AND TO ALL PARTIES AND THEIR RESPECTIVE COUNSEL OF RECORD:

This First Addendum to Joint Stipulation re: Class Action Settlement (hereinafter, "Addendum") is made and entered into by and between plaintiffs Mayra Casas ("Casas") and Julio Fernandez ("Fernandez") (collectively, the "Plaintiffs"), on behalf of themselves and on behalf of others similarly situated; and defendant Victoria's Secret Stores, LLC ("Defendant"), hereinafter collectively referred to as the "Parties."

Subject to the approval of the Court, the Action is being compromised and settled pursuant to the terms and conditions set forth in the Joint Stipulation re: Class Action Settlement (the "Settlement Agreement") previously filed with this Court as Exhibit A to the Saltzman Declaration filed in support of the Motion for Preliminary Approval (Docket No. 80-1), and the terms of this Addendum thereto. This Settlement shall be binding on Plaintiffs and the class they purport to represent, Defendant, and on their respective counsel, subject to the terms and conditions of the Settlement Agreement, this Addendum thereto, and the approval of the Court.

By way of this First Addendum to the Joint Stipulation re: Class Action Settlement, THE PARTIES HEREBY FURTHER STIPULATE AND AGREE as follows:

1. Class Definition: The Class Definition shall be amended to read as follows:

2. Distribution Amendment: In recognition of the inclusion of the "former employees" subclass set forth above in Paragraph 1, the Parties agree to amend the distribution formula so as to afford compensation to the members of the "former employees" subclass, to reflect their entitlement to a share of the contemplated Labor Code Section 203 payment built into the Settlement. Given the value attributed thereto, the Parties hereby agree to increase the proportionate share payable to each of the members of the "former employees" subclass by increasing the value of each such subclass member's share by a factor of 1.05 percent, such that a five percent (5%) increase in each such share will be allocated to said claim. The Settlement Administrator will be responsible for performing the necessary calculations to effectuate this increased proportional payment.

3. Financial Impact of Opt-Out Allocations: With regard to the impact of any and all persons who elect to exercise their right to "opt out" of the Settlement, pursuant to the terms of Paragraphs 11 and 19(d) of the Settlement Agreement, it is hereby agreed that consistent with the intended "non-reversionary" terms of this Settlement, that any and all funds previously designated towards payment to any and all "opt-outs" shall become part of the Net Settlement Amount, and therefore available for proportional distribution to the participating Class Members.

4. Injunction Term: The Parties hereby agree to delete, in its entirety, Paragraph 21(e) of the Settlement Agreement.

DATED: July __, 2017 By: _____________________________________ Mayra Casas Plaintiff and Class Representative DATED: July __, 2017 By: _____________________________________ Julio Fernandez Plaintiff and Class Representative DATED: July 28, 2017 VICTORIA'S SECRET STORES, LLC By: DATED: July __, 2017 MARLIN & SALTZMAN, LLP By: _____________________________________ Stanley D. Saltzman Stephen P. O'Dell Attorneys for Plaintiffs MAYRA CASAS and JULIO FERNANDEZ