STIPULATION AND AGREEMENT OF COMPROMISE AND SETTLEMENT AND [PROPOSED] ORDER

CLAUDIA WILKEN, District Judge.

IT IS HEREBY STIPULATED by and between the parties, Plaintiff In Suk Kim ("Plaintiff) and Defendant Thomas Vilsack, Secretary of the United States Department of Agriculture ("Defendant"), after full and open discussion, that this action be settled and compromised on the following terms:

WHEREAS, Plaintiff filed the above-captioned action under the Age Discrimination in Employment Act ("ADEA") 29 U.S.C. § 633a, and Title VII of the Civil Rights Act of 1964;

WHEREAS, Plaintiff filed administrative EEO complaint Nos. FSIS-2007-00559, FSIS-2008-01060, FSIS-2010-00646, with the United States Department of Agriculture and thereafter filed the above-captioned action in federal court.

WHEREAS, Plaintiff and Defendant wish to avoid any further litigation and controversy and to settle and compromise fully any and all claims and issues that have been raised, or could have been raised, arising out of Plaintiffs employment with Defendant, which have transpired prior to the execution of this Agreement;

NOW, THEREFORE, in full and final settlement of all claims in connection with the above-captioned action and in consideration of the mutual promises contained in this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

1. Settlement Amount. Defendant shall pay Plaintiff a total lump sum of Four-Hundred-Thousand Dollars ($400,000) dollars ("Settlement Amount"). There shall be no amount of withholding of any type from this amount. Plaintiff understands that this payment will be reported to the Internal Revenue Service ("IRS"), and that any questions as to the tax liability, if any, as a result of this payment is a matter solely between Plaintiff, her counsel in this action, and the IRS. The Settlement Amount will be made via electronic funds transfer to Richard M. Rogers Trust Account, Plaintiff and her attorney have been informed that payment of the Settlement Amount may take sixty (60) days or more to process from the date that the Court "so orders" this Agreement. To assist in expeditious processing of payment, within five (5) calendar days of Plaintiffs execution of this agreement, Plaintiff and her counsel will provide to Defendant's counsel AUSA Melissa K.B. Sladden all of the bank account, address, and tax identification information necessary to process payment. AUSA Sladden will notify Plaintiff and her counsel of all of the information required. Within five (5) business days of the date that the Court "so orders" this Agreement and files the same, Defendant's counsel shall submit the necessary paperwork to the Agency responsible for processing payment.

4. Release. In consideration of the payment of the Settlement Amount and the other terms set forth in this Stipulation and Agreement, Plaintiff hereby releases and forever discharges Defendant, the United States Department of Agriculture, and any and all of their past and present officials, agents, employees, attorneys, insurers, their successors and assigns, from any and all obligations, damages, liabilities, actions, causes of actions, claims and demands of any kind and nature whatsoever, whether suspected or unsuspected, at law or in equity, known or unknown, or omitted prior to the date she executes this Agreement, which arise from or relate to Plaintiffs employment or the cessation of her employment with the United States Department of Agriculture. This Release includes any claims for damages or benefits against Defendant and the United States Department of Agriculture pertaining to the alleged differential amounts in or types of federal health insurance or retirement benefits and differential amounts in federal pension and years of service credit issues that Plaintiff claims she would have been entitled to because of the conduct alleged in the above captioned action. The parties do not intend this settlement to release claims based on acts or omissions that occur after the date of settlement related to Plaintiffs federal pension and federal health insurance benefits that are administered by the Office of Personnel Management or an agency that is not a signatory to this agreement. The parties do not intend this settlement to release Plaintiffs entitlement to the extent it exists, to her federal pension and federal health insurance benefits that are administered by the Office of Personnel Management or an agency that is not a signatory to this agreement.

5. Attorneys' Fees. The parties agree that the Settlement Amount is in full satisfaction of all claims for attorneys' fees and costs arising from work performed by Plaintiffs counsel at all stages of litigation, including, but not limited to, the processing of Plaintiff's administrative and district court complaints in connection with the above-captioned action, and any other EEO administrative proceedings which were or are currently pending.

6. Dismissal. In consideration of the payment of the Settlement Amount and the other terms of this Stipulation and Agreement, Plaintiff agrees that she will within five days of executing this agreement, execute a Stipulation of Dismissal, attached hereto as Exhibit A, which stipulation shall dismiss, with prejudice, all claims asserted in this Action or any claims that could have been asserted in this Action. The fully executed Stipulation of Dismissal will be held by counsel for Defendant and will be filed with the Court upon notification of deposit of the Settlement Amount via electronic funds transfer.

7. Waiver of California Civil Code § 1542. The provisions of California Civil Code Section 1542 are set forth below:

Plaintiff has been apprised of the statutory language of Civil Code Section 1542 by her attorneys, and fully understanding the same, nevertheless elects to waive the benefits of any and all rights she may have pursuant to the provision of that statute and any similar provision of federal law. Plaintiff understands that, if the facts concerning Plaintiffs claims and the liability of the government for damages pertaining thereto are found hereinafter to be other than or different from the facts now believed by them to be true, this Agreement shall be and remain effective notwithstanding such material difference.

8. Agreement as a Complete Defense. This Agreement may be pleaded as a full and complete defense to any subsequent action or other proceeding involving any person or party which arises out of the claims released and discharged by the Agreement.

9. No Admission of Liability. This is a compromise settlement of a disputed claim and demand, which settlement does not constitute an admission of liability or fault on the part of the Defendant, the United States Department of Agriculture, or any of their past and present officials, agents, employees, attorneys, or insurers on account of the events described in Plaintiffs complaints in these actions.

10. Tax Liability. If any withholding or income tax liability is imposed upon Plaintiff or Plaintiffs counsel based on payment of the settlement sum received herein, Plaintiff or Plaintiffs counsel shall be solely responsible for paying any such determined liability from any government agency.

11. Enforcement Sole Remedy. The parties agree that should any dispute arise with respect to the implementation of the terms of this Agreement, Plaintiff shall not seek to rescind the Agreement and pursue her original causes of action. Plaintiffs sole remedy in such a dispute is an action to enforce the Agreement in the United States District Court for the Northern District of California.

12. Construction. Each party hereby stipulates that it has been represented by and has relied upon independent counsel in the negotiations for the preparation of this Agreement, that it has had the contents of the Agreement fully explained to it by such counsel, and is fully aware of and understands all of the terms of the Agreement and the legal consequences thereof. For purposes of construction, this Agreement shall be deemed to have been drafted by all Parties to this Agreement and shall not, therefore, be construed against any Party for that reason in any subsequent dispute.

13. Severability. If any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provision shall not in any way be affected or impaired thereby.

14. Integration. This instrument shall constitute the entire Agreement between the parties, and it is expressly understood and agreed that the Agreement has been freely and voluntarily entered into by the parties hereto with the advice of counsel, who have explained the legal effect of this Agreement. The parties further acknowledge that no warranties or representations have been made on any subject other than as set forth in this Agreement. This Agreement may not be altered, modified or otherwise changed in any respect except by writing, duly executed by all of the parties or their authorized representatives.

15. Authority. The signatories to this Agreement have actual authority to bind the parties.

16. Application for future Employment. Plaintiff agrees that she will not apply for employment at the United States Department of Agriculture for a period of five (5) years following the date of her signature on this agreement.

17. Knowing and Voluntary Waiver of Remedies Under Age Discrimination in Employment Act. Plaintiff is advised to consult her attorney about the Agreement. Plaintiff acknowledges that she has been given a reasonable period of time to consider this Agreement.

18. Once Plaintiff signs and dates this Agreement, she will have seven (7) days in which to revoke her acceptance. To revoke, Plaintiff must send a written statement of revocation, which should be mailed and faxed to:

A copy will also be provided to Defendant's counsel AUSA Melissa K.B. Sladden.

Plaintiff understands that if she revokes, this Agreement shall have no effect If Plaintiff does not revoke, this Agreement will become effective on the eighth (8th) day ("me Effective Date") after the date Plaintiff signs and dates this Agreement.