ORDER GRANTING RENEWED MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

JON S. TIGAR, District Judge.

In this action for claims arising out of purported violations of California labor laws, Plaintiff Vera Willner moves for an order (1) preliminarily approving the parties' settlement agreement; (2) conditionally certifying the proposed class for settlement purposes; (3) appointing Willner as class representative and her counsel as class counsel; (4) approving and directing the mailing of the proposed notice pursuant to the proposed notice plan; and (5) scheduling a fairness hearing for final approval of the settlement agreement. ECF No. 184. Manpower has filed a statement of non-opposition. ECF No. 186. For the reasons set forth below, the motion is GRANTED.

I. BACKGROUND

A. The Parties and Claims

Plaintiff Vera Willner is an hourly employee of Manpower, which operates a "temporary employment agency." ECF 118 ¶ 2. She received her wages from Manpower by U.S. mail and was paid on a weekly basis when work was assigned to her. Id. Willner brings this putative class action against Manpower "for California Labor Code violations stemming from [Manpower's] failure to furnish accurate wage statements and failure to timely pay all wages to employees who received their wages by U.S. mail." Id. ¶ 1.

Willner asserts the following five claims in the operative complaint: (1) violations of California Labor Code section 201.3(b)(1) for failure to pay timely weekly wages; (2) violations of California Labor Code section 226 for failure to furnish accurate wage statements; (3) violations of California's Unfair Competition Law ("UCL") for failure to provide accurate wage statements and to pay timely wages; (4) penalties under the Private Attorney General Act ("PAGA") for failure to provide accurate wage statements and to pay timely wages; and (5) violations of California Labor Code sections 201 and 203 for failure to pay timely wages due at separation.

B. Procedural History

In its order of March 31, 2014, the Court denied Manpower's motion for summary judgment on Willner's section 226 and UCL claims on the ground that a genuine issue of material fact exists with respect to whether Manpower's violations of section 226(a) were knowing and intentional. ECF No. 117. In the same order, the Court granted Willner's motion for summary judgment as to her PAGA claim, which is based on Manpower's violations of section 226(a), and it granted Manpower's motion for summary judgment on Willner's claim under section 201.3(b)(1). Id. On April 1, 2014, Willner filed the operative Fifth Amended Complaint, which added inaccurate wage statement allegations on behalf of employees who received their paystubs by means other than mail. ECF No. 118. On June 30, 2014, the Court denied Manpower's motion to dismiss and/or strike this addition. ECF No. 141.

Following the Court's March 31 Order, the parties engaged in settlement discussions and, on July 2, 2014, participated in a full-day mediation before Jeffrey A. Ross, an experienced mediator with expertise in wage and hour law. ECF No. 184-1 ¶¶ 21-22. After a full day of arm's length negotiation, the parties agreed to the core terms of the proposed settlement that is the subject of this motion. Id. ¶ 22. After several weeks of further settlement negotiations, the parties finalized the settlement, which was fully-executed on July 31, 2014.1 Id. On August 1, 2014, Willner filed a motion for preliminary approval of the settlement agreement. ECF No. 150. On August 4, 2014, Manpower filed its statement of non-opposition to the motion. ECF No. 151.

On September 3, 2014, the Court issued an Order denying Plaintiff's motion for preliminary approval without prejudice. ECF No. 177. The Court found that Willner had satisfied the Rule 23 requirements for certification of the putative class for settlement purposes and that Willner's assertions "support the conclusion that the parties were sufficiently informed about the strengths and weaknesses of Willner's claims when negotiating the settlement and that the settlement is non-collusive and likely to benefit the class members." Id. at 8-12. However, the Court identified three obvious deficiencies in the settlement agreement. Id. at 12. First, the Court concluded that the scope of the release pertaining to the class members was overly broad, and invited the parties to cure the excessive breadth by changing the phrase "related in any way" to "arise out of the allegations in the operative complaint." Id. at 12-13. Second, the Court noted that the proposed notice: (1) stated that there were approximately 18,039 members in the settlement class, whereas Willner's counsel identified 20,270 class members; (2) omitted the average payment that each claimant can expect to receive; and (3) omitted the amount that is expected to be paid to the claims administrator and the address of the claim administrator. Id. at 13. Third, the Court found the thirty-day period to opt out or object to the settlement too short in duration and suggested that sixty days would be more reasonable. Id. The Court invited Plaintiff to file a new motion for preliminary approval of the proposed settlement, curing each of these deficiencies, within sixty days. Id. at 13-14.

On September 26, 2014, the parties entered into an amended Settlement Agreement. ECF No. 184-1 ¶ 26, Ex. 1. Willner filed her Renewed Motion for Preliminary Approval of Class Action Settlement on October 1, 2014. ECF No. 184. Manpower filed its statement of non-opposition on October 8, 2014. ECF No. 186. Willner explains that she will file separate motions concerning attorneys' fees, costs, and expenses, and Willner's proposed service award prior to the opt-out/objection deadline. ECF No. 184 at 23, 25.

On October 15, 2014, "Potentially Interested Parties and possible putative class members" Claudia Padilla and Leslie Guido filed a Conditional Opposition and/or Request to Continue Hearing Date. ECF No. 187. The parties subsequently filed a Notice of Errata re: Joint Stipulation of Settlement and Release correcting an error identified in this Conditional Opposition. ECF Nos. 188, 191, 192. The Court denied the request to continue the hearing date on October 28, 2014, ECF No. 190, and the motion hearing was held as scheduled on November 13, 2014.

C. Jurisdiction

This Court has jurisdiction over this action under 28 U.S.C. § 1332(d).

II. LEGAL STANDARD

The Ninth Circuit maintains a "strong judicial policy" that favors the settlement of class actions. Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1276 (9th Cir. 1992). The settlement of a certified class action must be fair, reasonable, and adequate. Fed. R. Civ. P. 23(e)(2). But, where the "parties reach a settlement agreement prior to class certification, courts must peruse the proposed compromise to ratify both the propriety of the certification and the fairness of the settlement." Staton v. Boeing Co., 327 F.3d 938, 952 (9th Cir. 2003). In these situations, settlement approval "requires a higher standard of fairness and a more probing inquiry than may normally be required under Rule 23(e)." Dennis v. Kellogg Co., 697 F.3d 858, 864 (9th Cir. 2012) (citation and internal quotation marks omitted). Preliminary approval of a settlement and notice to the proposed class is appropriate if "the proposed settlement appears to be the product of serious, informed, non-collusive negotiations, has no obvious deficiencies, does not improperly grant preferential treatment to class representatives or segments of the class, and falls within the range of possible approval." In re Tableware Antitrust Litig., 484 F.Supp.2d 1078, 1079 (N.D. Cal. 2007) (citation omitted).

III. DISCUSSION

The Court has previously found that Willner has satisfied the Rule 23 requirements for certification of the putative class for settlement purposes, that "Willner and her counsel will adequately protect the interests of the class," and that Willner's assertions "support the conclusion that the parties were sufficiently informed about the strengths and weaknesses of Willner's claims when negotiating the settlement and that the settlement is non-collusive and likely to benefit the class members." ECF No. 177 at 8-12.

The Court now finds that the amended settlement agreement has corrected the three obvious deficiencies identified in its previous order. ECF No. 177 at 12-13.

First, the parties have revised the language of the release to clarify that it applies only to claims that "arise out of the allegations in the lawsuit." ECF No. 184-1, Ex. 1 ¶ 55(a), Ex A. Although the original version of the settlement agreement submitted to the Court erroneously contained the words "or are related to" at pg. 17, line 19, the parties discovered the mistake and submitted a Notice of Errata correcting it. ECF Nos. 188, 191, 192. On November 12, 2014, Willner submitted a revised Proposed Order with a corresponding correction to the proposed Notice of Class Action Settlement.2 ECF No. 194.

Second, the proposed Notice now reflects that there are approximately 20,270 class members; identifies the average payment each claimant can expect to receive; identifies the amount expected to be paid to the claims administrator; and lists the address and contact information of the claims administrator. Id. at 5, 7, 9, 11, 13.

Third, the Settlement Agreement now provides class members with sixty days to opt out or object to the settlement. ECF No. 184-1, Ex. 1 ¶¶ 43, 45, Ex A at 3.

In light of the parties' amendments to the proposed settlement agreement, the Court concludes that the settlement falls "within the range of possible approval," In re Tableware Antitrust Litig., 484 F. Supp. 2d at 1079-80, and GRANTS Willner's motion for provisional certification of the settlement class.

IV. CONCLUSION

For the foregoing reasons, the Court hereby rules as follows:

1. The Court GRANTS the parties' request for preliminary approval of their class action settlement.

2. The Court GRANTS the parties' request for certification of the following Rule 23 settlement class for the sole and limited purpose of implementing the terms of their amended settlement agreement, subject to this Court's final approval:

Certification under this Order is for settlement purposes only, and shall not constitute or be construed as an admission by Defendant that this action is appropriate for class treatment for litigation purposes. Entry of this Order is without prejudice to the rights of Defendant to oppose certification of a class in this action should the proposed settlement not be granted final approval.

3. The Court APPOINTS Plaintiff's Counsel, Goldstein Borgen Dardarian & Ho and Jackson Hanson, LLP as Lead Counsel and Class Counsel, and Plaintiff Vera Willner as Class Representative.

4. The Court preliminarily APPROVES the form and content of the Amended Settlement Agreement (corrected as discussed above), and the proposed Class Notice (corrected as discussed above) and Claim Form, which are attached to this Order as Exhibits 1, A, and B. The parties are authorized to make non-substantive changes to the proposed Class Notice and Claim Form that are consistent with the terms of the Amended Settlement Agreement and this Order.

5. The Court further APPROVES the selection of Simpluris as the Claims Administrator, and the payment of reasonable administration costs, estimated at $104,326.74, to be paid from the Maximum Settlement Amount. The Claims Administrator shall take all other actions in furtherance of obtaining correct mail address information for settlement class members and giving of notice, determination of settlement class member payment amounts, receiving and processing class member challenges, opt-outs, and objections, and other claims administration functions, as are specified in the Joint Stipulation of Settlement.

6. Accordingly, good cause appearing, the Court hereby APPROVES the proposed Class Notice (corrected as discussed above) and adopts the following dates and deadlines:

7. Pursuant to Federal Rule of Civil Procedure 23(e)(5), members of the settlement class may object to the terms of the settlement. Settlement class members who object to the proposed settlement may appear and present such objections at the Final Approval Hearing in person or by counsel, provided that any objecting settlement class member submit a written statement containing the basis of that person's objections, together with a notice of the intention to appear, if appropriate, which must be sent to the Claims Administrator and postmarked no later than sixty (60) calendar days from the date on which the Notices are first sent out by the Claims Administrator. No person shall be heard at the Final Approval Hearing, and no briefs or papers shall be received or considered, unless the foregoing documents have been filed and served as provided in this Order, except as this Court may permit for good cause shown. Settlement class members shall be permitted to withdraw their objections in writing by submitting a withdrawal statement to the Settlement Administrator prior to the Court's final approval hearing.

8. Class Counsel shall file a motion for approval of reasonable attorneys' fees, costs, and litigation expenses and a motion for approval of service award for Plaintiff Willner before the end of the time within which settlement class members may object to or opt out of the settlement.

9. Counsel shall return before this Court for a Final Approval Hearing, at which the Court shall finally determine whether the settlement is fair, reasonable, and adequate, on June 18, 2015, at 2:00 p.m. in Courtroom 9 of this Court.

10. Class Counsel shall file a noticed motion for final approval of settlement no later than thirty-five (35) days before the Final Approval Hearing.

IT IS SO ORDERED.

EXHIBIT 1

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

Through this Joint Stipulation of Settlement and Release ("Settlement" or "Agreement"), Plaintiff Vera Willner, individually and on behalf of all others similarly situated, and defendant ManpowerGroup Inc. (formerly known as Manpower Inc.), by and through their respective counsel of record, agree to resolve the alleged class and representative action suit pleaded in the Fifth Amended Complaint, entitled Vera Willner, individually, and on behalf of all others similarly situated, Plaintiff v. Manpower Inc., and Does 1 through 50, inclusive, Defendants, now pending in the United States District Court for the Northern District of California and designated Case No. 3:11-cv-028460-JST (MEJ).

A. Definitions

1. "Claimant(s)" means Settlement Class Members who submit valid and timely Claim Forms.

2. "Claim Form" means the form, attached as Exhibit B and approved (or modified) by the Court that a Settlement Class Member must timely mail to the Settlement Administrator in order to participate in the Settlement.

3. "Class Counsel" means Laura L. Ho and James Kan of Goldstein, Borgen, Dardarian & Ho and Jeffrey C. Jackson and Kirk D. Hanson of Jackson Hanson, LLP.

4. "Class Representative" means named Plaintiff Vera Willner.

5. "Court" means the United States District Court for the Northern District of California.

6. "Cy Pres Recipient" means the organization or entity agreed upon by the Parties and approved by the Court that will receive any uncashed check amounts after their respective void dates or any undistributed amounts of the Hold-Back Fund remaining once twelve (12) months have elapsed since Final Approval.

7. "Defendant" means ManpowerGroup Inc. (formerly known as Manpower Inc.) and any of its predecessors and successors.

8. "Defendant's Counsel" means Matthew C. Kane, Regina A. Musolino and Sylvia J. Kim of McGuire Woods LLP.

9. "Final" means that the Court has granted final approval of the Settlement without material modification and either (a) the applicable date for seeking appellate review of the Court's final approval of the Settlement has passed without a timely appeal or request for review having been made; or (b) if an appeal, review or writ is sought from the final judgment, the day after the judgment is affirmed or the appeal, review or writ is dismissed or denied, and the judgment is no longer subject to further judicial review.

10. "Hold-back Fund" means the sum of Twenty-five Thousand Dollars ($25,000) that will be reserved from the Maximum Settlement Payment to cover any required payments to Claimants who were mistakenly omitted from the class list, whose eligible paystub count was miscalculated, and/or for the reminder process associated with uncashed settlement checks. Any unused portion of the Hold-back Fund will go to the Cy Pres Recipient.

11. "Lawsuit" means the alleged class and representative action suit pleaded in the Fifth Amended Complaint, entitled Vera Willner, individually, and on behalf of all others similarly situated, Plaintiff v. Manpower Inc., and Does 1 through 50, inclusive, Defendants, now pending in the United States District Court for the Northern District of California and designated Case No. 3:11-cv-0288460-JST (MEJ).

12. "LWDA" means the California Labor & Workforce Development Agency.

13. "PAGA" means the California Private Attorneys General Act.

14. "Notice" means the form of notice of the Settlement attached as Exhibit A and approved (or modified) by the Court that the Settlement Administrator will mail to each Settlement Class Member following preliminary approval of the Settlement by the Court.

15. "Parties" mean the Class Representative, for herself and on behalf of the Settlement Class Members, and Defendant.

16. "Parties' Counsel" means Class Counsel and Defendant's Counsel.

17. "Plaintiff" means named plaintiff Vera Willner.

18. "Released Parties" mean (i) ManpowerGroup Inc. (formerly known as Manpower Inc.); (ii) any of their present and former parents, subsidiaries and affiliated companies or entities; and (iii) the officers, directors, employees, partners, shareholders, agents, successors, assigns and legal representatives of the entities included in (i) and (ii). Released parties do not include franchisees of Manpower Group Inc. fka Manpower.

19. "Release Period" means March 17, 2010 through January 20, 2012, inclusive.

20. "Settlement Administrator" means Simpluris Inc.

21. "Settlement Class" and "Settlement Class Member(s)" mean all persons who were or are employed by Manpower Inc. in California as temporary employees at any time from March 17, 2010 through January 20, 2012 and who received their wage statements (i.e., paystub) by U.S. mail, payment card or electronic transmission, except individuals who were or are at the same time jointly employed by a franchisee of Manpower, including, but not limited to, franchisee CLMP LTD., dba Manpower of Temecula.

22. "Settlement Class Settlement Proceeds" means the sum remaining in the Maximum Settlement Payment after deducting Class Counsel's Court-approved attorneys' fees and costs, Plaintiff's Court-approved Class Representative payment, the settlement administration fees and costs, the Hold-back Fund, and the payment to the LWDA pursuant to the California PAGA.

B. Monetary Terms

23. Maximum Settlement Payment: The "Maximum Settlement Payment" is Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000), consisting of the following: (a) all settlement payments to Settlement Class Members eligible for Settlement Class Settlement Proceeds; (b) Class Counsel's attorneys' fees and costs (including, without limitation, all attorneys' fees and costs incurred to date and to be incurred in documenting the Settlement, securing Court and/or appellate court approval of the Settlement, attending to the administration of the Settlement, and filing a notice of satisfaction of judgment after the Settlement has become Final and Defendant has deposited the Maximum Settlement Payment with the Settlement Administrator); (c) Plaintiff's Class Representative payment; (d) the Settlement Administrator's fees and costs; (e) the Hold-back Fund to cover any required payments to Claimants who were mistakenly omitted from the class list and/or whose eligible paystub count was incorrectly calculated; and (f) the PAGA payment to the LWDA. This Maximum Settlement Payment is the maximum settlement amount that Defendant will pay in connection with this Settlement and is non-reversionary.

24. Payment of Class Counsel's Fees and Costs: Class Counsel will apply to the Court for an award of attorneys' fees not to exceed 33.33% of the Maximum Settlement Payment ($2,916,666.67), and costs not to exceed Fifty Thousand Dollars ($50,000) (Class Counsel to identify actual costs), to be paid out of the Maximum Settlement Payment. No reimbursement for costs shall be made without a final Cost Bill, which Plaintiff will submit in connection with the final approval hearing and must be approved by the Court. Defendant will not oppose Class Counsel's request. Payment of Class Counsel's awarded attorneys' fees and costs is conditioned on the Settlement Administrator's receipt of a signed Form W-9 from Class Counsel. The Settlement Administrator will issue to Class Counsel an IRS Form 1099 and state equivalent for the attorneys' fees and costs that the Court approves.

25. Payment to Class Representative: Plaintiff will apply to the Court for a Class Representative payment to Plaintiff in an amount not to exceed Eleven Thousand Dollars ($11,000.00), as an enhancement for her service as Class Representative, in addition to whatever payment, if any, she otherwise is entitled to as a Settlement Class Member. This service payment will be paid out of the Maximum Settlement Payment, and is conditioned upon the Settlement Administrator's receipt of a signed Form W-9 from Plaintiff. The Settlement Administrator will issue an IRS Form 1099 and state equivalent to Plaintiff in connection with the Class Representative payment that the Court approves for her.

26. Payments to Settlement Class Members: After deducting the sums set forth in Paragraph 23(b)-(f) from the Maximum Settlement Payment, the remainder of the Maximum Settlement Payment (the "Settlement Class Settlement Proceeds") will be distributed by the Settlement Administrator as follows: Dollars per Settlement Class Member will be calculated by (i) first dividing the Settlement Class Settlement Proceeds by the total number of paystubs issued from March 17, 2010 through January 20, 2012 to Claimants (i.e., Settlement Class Members who submit valid and timely Claim Forms), and (ii) then multiplying that result by the respective number of paystubs issued to each of those Claimants. The result for each Claimant will be the distribution amount to that Claimant. After the distribution to each Claimant, should there be any uncashed settlement checks forty-five (45) days from the date of the mailing of the checks by the Settlement Administrator, the Settlement Administrator shall use standard skip tracing methods to locate the Claimant and shall send the Claimant a reminder postcard of the deadline to cash the settlement check and shall also follow up with at least one reminder phone call. The cost associated with this reminder process will be paid from the Hold-back Fund.

27. PAGA Payment to LWDA: Defendant, through the Settlement Administrator, will pay Sixty-five Thousand Six Hundred Twenty-five Dollars ($65,625.00) to the LWDA as its share of civil penalties pursuant to PAGA. This payment to the LWDA will come out of the Maximum Settlement Payment.

28. Tax Treatment of Settlement Payments: All settlement payments to Claimants will be treated as payments in settlement of non-wage claims and reported on IRS 1099 forms and corresponding state forms. Defendant and the Settlement Administrator do not make any warranty or representation to Plaintiff or Class Counsel regarding the tax consequences of any payment they make pursuant to the Settlement.

29. No Effect on Other Benefits: Neither the terms of this Agreement nor any of the payments made to Plaintiff or any Settlement Class Members shall have any effect on the eligibility or calculation of any employee benefits. The Parties agree that any Settlement payments made to Plaintiff and the Claimants pursuant to the terms of this Agreement do not represent any modification of any such individual's previously credited hours of service or other eligibility criteria under any employee pension benefit plan, employee welfare benefit plan, or other program or policy sponsored by Defendant. Furthermore, the Settlement payments made to Plaintiff and the Settlement Class Members shall not be considered compensation or annual earnings for benefits in any year for purposes of determining eligibility for, or benefit accrual within, an employee pension benefit plan, employee welfare benefit plan, or other program or policy sponsored by Defendant.

30. Timing of Payments: Within ten (10) calendar days after the Settlement becomes Final, Defendant will pay to the Settlement Administrator the Maximum Settlement Payment as described in Paragraph 23, so that the Settlement Administrator can make the Class Representative payment to Plaintiff, the payment to Class Counsel for their attorneys' fees and costs, the individual settlement payments to Claimants, the payment to the LWDA, and the payment to the Settlement Administrator, each as approved by the Court. The Hold-back Fund shall be retained by the Settlement Administrator and used for a period of twelve (12) months following Final approval to cover any required payments to Claimants who were mistakenly omitted from the class list and/or whose eligible paystub count was incorrectly calculated by Defendant based upon the Settlement Administrator's final determination or for the reminder process associated with uncashed settlement checks. Any amount remaining in the Hold-back Fund twelve (12) months after Final approval of the Settlement will be paid to the Cy Pres Recipient along with the amounts associated with uncashed and voided checks.

C. Procedure for Preliminary Approval of Settlement

31. Motion for Preliminary Approval of Settlement: The Parties will jointly move the Court for preliminary approval of the Settlement, including without limitation, an order: preliminarily approving the Settlement; approving the form and content of the proposed Notice and Claim Form (Exhibits A and B); directing the mailing of the Notice and Claim Form; preliminarily certifying the class for purposes of the Settlement; and appointing Simpluris Inc. as the Settlement Administrator, which, as a condition of appointment, will agree to be bound by this Agreement with respect to the performance of its duties and compensation.

32. Denial of Motion for Preliminary Approval: If the Court declines to preliminarily approve all material aspects of the Settlement, the Settlement will be null and void and the Parties will have no further obligations under the Settlement.

D. Notice to Settlement Class Members

33. Release of Settlement Class Member Information to Settlement Administrator: Within ten (10) days after the Court has granted preliminary approval of the Settlement, Defendant will provide to the Settlement Administrator the names, last known addresses, phone numbers, and Social Security numbers of the Settlement Class Members, along with data indicating the number of paystubs that each Settlement Class Member received from Defendant at any time from March 17, 2010 through January 20, 2012.

34. NCOA Search: Prior to the initial mailing of the Notice packets to Settlement Class Members, the Settlement Administrator will perform a National Change of Address ("NCOA") search on the Settlement Class Members to update the addresses of all Settlement Class Members.

35. Mailing of Notice Packet to Settlement Class Members: Within thirty (30) days after receiving the Settlement Class Member information from Defendant, the Settlement Administrator will mail, via first-class regular U.S. Mail, to each Settlement Class Member a notice of the Settlement with information on how to elect not to participate in the Settlement (as proposed by the Parties and approved by the Court), a Claim Form (as proposed by the Parties and approved by the Court), and a pre-addressed, postage pre-paid return envelope.

36. Notice: The Notice approved by the Court and issued by the Settlement Administrator to Settlement Class Members will recite verbatim the complete release set forth in Paragraph 55.

37. Claim Form: Each Settlement Class Member may submit a claim by timely mailing to the Settlement Administrator the Claim Form approved by the Court. Each Claim Form will contain a statement above the signature line through which the Settlement Class Member certifies the accuracy of any personal information shown on the Claim Form.

38. Returned or Non-deliverable Notices: In the event of returned or non-deliverable notices, the Settlement Administrator will make reasonable efforts to locate Settlement Class Members and re-send the notices, including use of the Settlement Class Members' Social Security numbers to perform all standard skip tracing techniques to obtain forwarding addresses to ensure that the Notice packets are sent to, and received by, all Settlement Class Members. With respect to returned Notice packets, the Settlement Administrator will use reasonable diligence to obtain a current address and re-mail the Notice packet to such updated address within ten (10) calendar days of the receipt of the returned envelope.

39. Reminder Postcards: Thirty (30) calendar days after the Notice packet is first mailed to the Settlement Class Members, the Settlement Administrator will mail a postcard to all Settlement Class Members who have not responded with the return of a Claim Form or a request to be excluded, to remind them of the deadline in which to submit a claim. The front side of the postcard reminder will contain the Case Name, and the Settlement Administrator name and address in the top left corner, and will be addressed to the Settlement Class Member's name and address. The back side of the postcard reminder will state as follows: "REMINDER: A Notice Packet was mailed to you about Willner v. Manpower Inc. The packet contained a Notice and Claim Form, and information on how you can claim money under the Settlement. If you have not received or have misplaced your Notice Packet, you may obtain a copy by calling the Settlement Administrator at [phone number]. All Claim Forms must be postmarked or received by the Settlement Administrator no later than [insert the date that is sixty (60) days after the initial mailing of the Notice Packet] at Simpluris Inc., P.O. Box 26170, Santa Ana, CA 92799, 888-369-3780."

E. Settlement Class Members' Submission of Claim Forms to Settlement Administrator

40. Submission of Claim Forms: The Settlement Class Members will have sixty (60) days from the initial mailing of the Notice Packet to submit their claims. The Settlement Administrator will determine the timeliness of submitted Claim Forms by valid postmark. No settlement payment will be made to any Settlement Class Member who does not timely submit a valid Claim Form in the manner specified on the Claim form, unless the parties jointly agree to pay the late claim.

41. Submission of Deficient Claim Forms: In the event that a Claim Form is submitted timely to the Settlement Administrator, but is deficient due to its lacking a signature, the Settlement Administrator will, within ten (10) calendar days, send a cure letter to the Settlement Class Member informing him or her of the deficiency in the Claim Form and allow the Settlement Class Member to cure the defect by at least ten (10) calendar days prior to the date of the final approval hearing. No settlement payment will be made to any Settlement Class Member who does not timely correct the deficiency in his or her Claim form, unless the parties jointly agree to pay the claim.

42. Submission of Both Claim Form and Election Not to Participate: In the event that a Settlement Class Member submits both a valid and timely Claim Form and a valid and timely Election Not to Participate to the Settlement Administrator, it will be presumed that the Claim Form is controlling, absent affirmative evidence to the contrary.

F. Submission of Election Not to Participate and Objections to the Settlement

43. Submission of Election Not to Participate: To elect not to participate in (i.e., to "opt out" of) the Settlement, a Settlement Class Member must prepare and sign a written request, an Election Not to Participate (i.e., an exclusion), and submit it to the Settlement Administrator by no later than sixty (60) days after the Notice Packet was initially mailed. The Election Not to Participate must include the individual's name, address, telephone number, last four digits of his/her Social Security number, and a written affirmation of the desire to be excluded from this Settlement. The Settlement Administrator will determine the timeliness of submitted Elections Not to Participate by valid postmark. Within one (1) business day of the Settlement Administrator's receipt of an Election Not to Participate, the Settlement Administrator will inform the Parties' Counsel of such Election Not to Participate. A Settlement Class Member who does not complete and mail a timely Election Not to Participate in the manner and by the deadline specified above will automatically remain as a Settlement Class Member and be bound by all terms and conditions of the Settlement (including, without limitation, the release provisions in the Settlement in Paragraph 55) if the Settlement is approved by the Court, and by the final judgment, regardless of whether he or she submits a Claim Form. A Settlement Class Member who timely submits a properly completed Election Not to Participate to the Settlement Administrator will not participate in or be bound by the Settlement and the final judgment. Except as provided by Paragraph 40, no settlement payment will be made to any Settlement Class Member who does not timely submit a valid Claim Form in the manner specified on the Claim Form.

44. Defendant's Right to Reject Settlement: If five percent (5%) or more of the eligible Settlement Class Members validly elect not to participate in the Settlement, Defendant will have the right to rescind the Settlement, and the Settlement and all actions taken in its furtherance will be null and void. Defendant must exercise this right within fourteen (14) days after the Settlement Administrator has notified the Parties' Counsel of the number of valid Elections Not to Participate received, which the Settlement Administrator will do within fourteen (14) days after the deadline for submission of the Elections Not to Participate.

45. Objection to Settlement: To object to the Settlement, a Settlement Class Member must file his or her objection with the Court, and serve it on the Parties' Counsel, no later than sixty (60) days after the Notice packet was initially mailed to the Settlement Class Members. The objection must indicate whether the Settlement Class Member intends to appear and object to the Settlement at the final approval hearing. A Settlement Class Member who does not file and serve an objection in the manner and by the deadline specified above will be deemed to have waived all objections and will be foreclosed from making any objections (whether by appeal or otherwise) to the Settlement.

46. No Solicitation of Objection or Election Not to Participate: The Parties and Parties' Counsel will not solicit or otherwise encourage directly or indirectly any Settlement Class Member to object to the Settlement, appeal from the final judgment, or to elect out of the Settlement.

G. Resolution of Disputes

47. Resolution by Settlement Administrator: Any disputes shall be resolved by the Court-appointed Settlement Administrator after consultation with Class Counsel and Defendant's Counsel. If a Settlement Class Member believes that the number of paystubs used to calculate his/her estimated Settlement Award is incorrect, the Settlement Class Member may submit a dispute to the Settlement Administrator. All estimated Settlement award disputes must be made or mailed with a postmark no later than [45 days after initial mailing] and must be accompanied with supporting documentation related to the dispute. The Settlement Administrator shall notify Defendants' Counsel and Class Counsel of any such dispute no later than ten (10) days after receiving notice of the dispute. For any dispute that arises, counsel for the Parties may stipulate to a compromise or stipulate to allow the Settlement Administrator to resolve the dispute and make a final and binding determination without hearing or right of appeal.

48. Resolution by the Court or Private Mediator: The Court will resolve any disputes not resolved by the Settlement Administrator. Prior to any such resort to the Court, the Parties' Counsel will confer in good faith in an effort to resolve the dispute. In addition, in the event that the Parties' Counsel are unable to resolve any dispute concerning the interpretation or implementation of this Agreement, the Parties will submit such dispute to Jeffrey Ross for mediation before either party submits such dispute to the Court.

H. Final Approval of Settlement

49. Motion for Final Approval of Settlement:

a. The Parties will jointly move the Court for final approval of the Settlement. Plaintiff will separately move for an award of her Class Representative service payment and Class Counsel's attorneys' fees and costs pursuant to the Settlement, which Defendant will not oppose. Class Counsel will prepare the motion for final approval for advance review and comment by Defendant's Counsel.

b. Upon final approval of the Settlement by the Court at or after the final approval hearing, the Parties will present their proposed judgment for the Court's entry and approval, which will, among other things: (i) approve the Settlement, adjudging the terms thereof to be fair, reasonable and adequate, and directing consummation all of its terms and provision; (ii) approve Class Counsel's application for an award of attorneys' fees and costs; (iii) approve the Class Representative's service payment; (iv) certify the class for settlement purposes only; (v) approve the payment to the LWDA; (vi) approve the payment to the Settlement Administrator; and (vii) permanently bar all Settlement Class Members (other than those who timely filed a valid Election Not to Participate) from prosecuting against the Released Parties any and all claims released under their general releases. After entry of the judgment, the Court will have continuing jurisdiction over the Lawsuit and the Settlement solely for purposes of enforcing this Agreement, addressing Settlement administration matters, and addressing such post-judgment matters as may be appropriate under Court rules or applicable law.

50. Denial of Motion for Final Approval of Settlement or Appellate Review of Settlement: If the Court does not grant final approval of the Settlement, or if the Court's final approval of the Settlement is reversed or materially modified on appellate review, then this Settlement will become null and void; if this occurs, the Parties will have no further obligations under the Settlement, including, without limitation, any obligation on the part of Defendant to pay the Maximum Settlement Payment or any other amounts payable under the Settlement other than payment to the Settlement Administrator for its work that is authorized by this Agreement and precedes the date that approval of the Settlement was denied. An award of a Class Representative payment or Class Counsel's attorneys' fees and costs in an amount less than sought will not constitute a failure to grant final approval or a material modification of the Settlement.

51. Distribution of Payment Upon Final Approval of Settlement: The Court-approved payments to Plaintiff for her Class Representative service payment, Class Counsel for their attorneys' fees and costs, the Claimants and the LWDA will be made within ten (10) days after the settlement becomes Final, as defined in Paragraph 9.

52. Waiver of Rights to Appeal: The Parties and Parties' Counsel waive all appeals from the Court's final approval of the Settlement, unless the Court materially modifies the settlement; provided, however, that Plaintiff may appeal any reduction in the Class Representative payment or Class Counsel's attorneys' fees and costs payment provided by this Agreement.

53. Notice of Satisfaction of Judgment Upon Final Approval of Settlement and Defendant's Payment: The Parties agree that, upon Final approval of the Settlement and Defendant's payment of the Maximum Settlement Payment to the Settlement Administrator, Class Counsel will promptly file with the Court a Notice of Satisfaction of Judgment.

I. Release of Claims

54. Plaintiff's Release of Claims: In consideration of Plaintiff's court-approved Class Representative payment, Plaintiff's settlement payment, and the other terms and conditions of the Settlement, Plaintiff releases any and all claims against (i) ManpowerGroup Inc. (formerly known as Manpower Inc.); (ii) any of their present and former parents, subsidiaries and affiliated companies or entities; and (iii) the officers, directors, employees, partners, shareholders, agents, successors, assigns and legal representatives of the entities included in (i) and (ii) (collectively, "Released Parties"), known or unknown, that arise from or relate to employment with Defendant or its conclusion. The employment related claims that Plaintiff releases include, but are not limited to, claims arising under any and all national, state, or local laws (including statutes, regulations, other administrative guidance, and common law doctrines), including but not limited to the following: (i) anti-discrimination statutes as amended, such as Title VII of the Civil Rights Act of 1964 and Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act and state and local laws, which prohibit discrimination based on disability and failure to reasonably accommodate disability; the California Fair Employment and Housing Act; and any other federal, state, or local laws which prohibit retaliation, discrimination and harassment in employment on the basis of actual or perceived race, color, religion, sex, sexual orientation, ancestry, national origin, physical or mental disability or medical condition, marital status or age, or association with a person who has, or is perceived to have, any of those characteristics, or failure to accommodate pregnancy, disability, religious observance or any other legally protected characteristic, status or activity; (ii) federal employment statutes as amended, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Occupational Safety and Health Act of 1970, which protects employee health and safety; the Fair Labor Standards Act, which regulates minimum wages, overtime and other aspects of pay and work hours; and the National Labor Relations Act, which protects employees from unfair labor practices and provides rights for protected activity; and (iii) other employment statutes, regulations and laws as amended, such as the Industrial Welfare Commission Orders; the California Labor Code relating to wages, compensation, benefits, hours, overtime, alternative workweek schedules, working conditions, off-the-clock time, split shift premiums, reporting time pay, meal periods and rest breaks, record-keeping penalties, paycheck stub and itemized wage statement penalties, minimum wage penalties, meal and rest period penalties, waiting time penalties, penalties for alleged failure to provide proper seating, and reimbursement of expenses; California Labor Code Section 2699 et seq. (the Private Attorneys General Act of2004), which provides for penalties, fees and costs for violations of various California wage-hour and other laws; the Family and Medical Leave Act and the California Family Rights Act, which mandate certain leaves of absence; and unfair competition in violation of Business and Professions Code Section 17200. Plaintiff expressly waives the protection of California Civil Code section 1542. Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

55. Settlement Class Members' Release of Claims: Unless he or she has properly elected not to participate in the Settlement pursuant to its terms, each Settlement Class Member releases and discharges the Released Parties from Released Claims for the Release Period, March 17, 2010 through January 20, 2012, as follows:

a. Released Claims. Released Claims are any and all claims, rights, demands, liabilities and causes of action of every nature and description, whether known or unknown, up to and including January 20, 2012, that arise out of the allegations in the Lawsuit that (1) the. Released Parties did not provide accurate, itemized wage statements containing the format or content required by California Labor Code section 226, (2) the Released Parties did not timely pay all wages owed, or (3) otherwise arise from or are related to the allegations in the Lawsuit, whether founded on federal, state, and/or local law, including but not limited to, claims for penalties under California Labor Code section 226 and/or the California Private Attorneys General Act of 2004 (California Labor Code sections 2699 et seq.), claims for unfair business practices in violation of California Business and Professions Code sections 17200, et seq., and related claims for damages, punitive damages, liquidated damages, restitution, equitable relief, attorneys' fees, interest and costs.

Settlement Class Members do not release the Released Parties from any claims under federal, state, municipal or local law for unpaid wages which is defined in the California Labor Code as "all amounts for labor performed" (hereafter, "Unreleased Claims").

Except for their respective portions of the Settlement Class Settlement Proceeds to which each Claimant is entitled under this Settlement, every Settlement Class Member is barred from recovering a penalty under California Labor Code section 226 and a penalty under PAGA for any claim that he or she failed to receive an accurate, itemized wage statement at any time up through January 20, 2012 and/or was not timely paid wages owed within the Release Period.

b. Waiver of Known and Unknown Claims. As to the Released Claims only, each Settlement Class Member waives all rights and benefits afforded by Section 1542 of the California Civil Code ("Section 1542"). Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." This Section 1542 waiver, however, shall not apply to Unreleased Claims.

56. Class Counsel's Release of Claims: In consideration of their awarded attorneys' fees and costs, Class Counsel waives any and all claims to any further attorneys' fees and costs in connection with the Lawsuit.

57. Release Language on Back of Check: The back of each check issued to the Claimants will state, "My signature constitutes a full and complete release of any and all Released Claims identified in the Willner v. Manpower Inc. Notice, incorporated herein by reference."

J. Confidentiality and Limitations on Statements

58. Strict Confidentiality and Consequence of Any Violation:

a. Plaintiff and Class Counsel agree that they will not issue any press releases, initiate any contact with the press, respond to any press inquiry, or have any communication with the press about the Lawsuit and/or the fact, amount, or terms of the settlement. Before the date of the filing of the motion for preliminary approval of the Settlement, Plaintiff and Class Counsel will not initiate any contact with Settlement Class Members or anyone else about the Settlement, except that: (i) Class Counsel, if contacted by a Settlement Class Member, may respond that a settlement has been reached and that the details will be communicated in a forthcoming Court-approved notice; (ii) Plaintiff, if contacted by a Settlement Class Member, may respond only that the Settlement Class Member should contact Class Counsel; and (iii) Class Counsel may state on their website only that they "resolved a wage statement case for $8,750,000," but may not use any other phrasing and may not state any other information, including any reference to any of the Released Parties.

b. Plaintiff represents that she has not disclosed and will never disclose the terms or amount of the settlement to anyone other than her spouse (if any), attorneys, and accountants and, even as to such person, only if the person agrees to honor this confidentiality provision. Such a person's violation of this confidentiality requirement shall be treated as a violation by Plaintiff.

c. If Plaintiff is subpoenaed or otherwise required by valid court order or process to disclose any information prohibited from disclosure by this Agreement, Plaintiff must provide Defendant with notice of the subpoena or other court process within five (5) business days of her receipt of the subpoena or other court process, giving Defendant sufficient information to contest the disclosure of such information. Notice shall be delivered in writing, by hand or facsimile, to General Counsel, ManpowerGroup Inc., 100 Manpower Place, Milwaukee, Wisconsin 53212, facsimile number (414) 906-6670. If disclosure of this Agreement, its terms and conditions, or any communications leading to this Agreement are required by the express terms of a court order, the extent and details of such disclosure shall be discussed and agreed upon by the Parties to this Agreement prior to any such disclosure.

d. If Plaintiff or Class Counsel violate this Paragraph 58 or its subparagraphs, including without limitation, by making a disclosure to any non-party that: (i) a settlement has been reached; or (ii) any of the terms of the Settlement, before the Court has preliminarily approved the Settlement, Defendant may rescind the Settlement, rendering it null and void.

59. Non-Disparagement: Plaintiff agrees that she will not make disparaging remarks orally, or in writing, electronic media, print, broadcast media, or otherwise concerning the Released Parties, their business or employment practices or their employees, irrespective of the truthfulness or falsity of such remarks.

K. No Admission of Liability or Class Certification for Other Purposes

60. Stipulated Class Certification: For settlement purposes only, the Parties stipulate that a class may be certified, as described in this Agreement. The Parties agree that certification for settlement purposes under the lenient standard applied to settlements is in no way an admission that class certification is proper under the more stringent standard applied for litigation purposes, and that evidence of this limited stipulation for settlement purposes only will not be deemed admissible in this or any other proceeding. Defendant's position is that if the Lawsuit were to be litigated, class certification would be inappropriate. The fact that the Parties were willing to stipulate to class certification as part of the Settlement will have no bearing on, and will not be admissible in any other action for any purpose or in this action for any purpose (other than solely in connection with the Settlement). Furthermore, Defendant denies any and all wrongdoing, and by entering into this Agreement and Settlement, Defendant does not admit any violation of law.

61. Denial of Liability: Defendant denies any and all wrongdoing, and by entering into this Agreement, Defendant does not admit any violation of law. Furthermore, Defendant denies any and all wrongdoing, and by entering into this Agreement and Settlement, Defendant does not admit any violation of law. This Agreement is entered into solely for the purpose of compromising highly disputed claims, and will not be deemed admissible in any litigation other than this Lawsuit for any purpose.

L. Miscellaneous Terms

62. Disposition of Uncashed Settlement Checks: Settlement Class Members shall have a period of One Hundred Eighty (180) days from the initial date of mailing to cash their checks, after which the Settlement Administrator shall issue a stop-payment order. If a Settlement Class Member fails to cash a check for his or her Settlement payment within 180 days after the Settlement Administrator has initially mailed the check to the Settlement Class Member, the value of every such uncashed check shall not escheat to the State of California and shall go to a Cy Pres Recipient agreed upon by the Parties and approved by the Court. Thereafter, the Settlement Class Member will have no claim against Defendant or the Released Parties to the funds represented by the check. Regardless of whether the Settlement Class Member cashes his or her Settlement check, he or she nevertheless will remain bound by the Settlement, including without limitation, the release of Released Claims.

63. Fair, Adequate and Reasonable Settlement: The Parties agree that the Settlement is fair, adequate and reasonable and will so represent to the Court. In addition, mediator Jeffrey Ross may, at his discretion, execute a declaration supporting the Settlement, and the Court may, in its discretion, contact Mr. Ross to discuss the Settlement and whether the Settlement is fair, adequate and reasonable.

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

65. Integrated Agreement: After this Agreement is signed and delivered by all Parties and Parties' Counsel, this Agreement will constitute the entire agreement between the Parties relating to the Settlement, and will supersede any prior or contemporaneous oral representations, warranties, covenants or inducements made to any Party concerning this Settlement.

66. No Prior Assignments: The Parties represent and warrant that they have not directly or indirectly assigned, transferred, encumbered or purported to assign, transfer or encumber to any person or entity any portion of any liability, claim, demand, action, cause of action or right released and discharged in this Settlement.

67. Attorney Authorization and Mutual Full Cooperation: Class Counsel and Defendant's Counsel warrant and represent that they are authorized by the Class Representative and Defendant, respectively, to take all appropriate actions required or permitted to be taken by such Parties pursuant to this Settlement to effectuate its terms, and to execute any other documents required to effectuate the terms of this Settlement. The Parties and Parties' Counsel will cooperate with each other and use their best efforts to effect the implementation of the Settlement. In the event the Parties are unable to reach agreement on the form or content of any document needed to implement the Settlement, or on any supplemental provisions that may become necessary to effectuate the terms of this Settlement, the Parties will seek the assistance of the Court, and in all cases all such documents, supplemental provisions and assistance of the Court will be consistent with this Settlement.

68. Modification of Agreement: This Settlement, and any and all parts of it, may be amended, modified, changed or waived only by an express written instrument signed by all Parties or their successors-in-interest.

69. Agreement Binding on Successors: This Agreement will be binding upon, and inure to the benefit of, the successors of each of the Parties, including without limitation, their respective heirs, trustees, executors, administrators and assigns.

70. Applicable Law: All terms and conditions of this Agreement will be governed by and interpreted according to the laws of the State of California, without giving effect to any conflict of law or choice of law principles.

71. Cooperation in Drafting: The Parties have cooperated in the drafting and preparation of this Agreement. This Agreement will not be construed against any Party on the basis that the Party was the drafter or participated in the drafting.

72. Use and Return of Documents: All originals, copies and summaries of documents provided to Class Counsel by Defendant's Counsel in connection with the mediation or other settlement negotiations in this Lawsuit may be used only with respect to this Settlement, and no other purpose, and may not be used in any way that violates any existing contractual agreement, statute or rule. Within thirty (30) days after the judgment becomes final, at the election of Defendant, Class Counsel will return or destroy and confirm in writing to Defendant's Counsel the return or destruction of all such documents with the exception of one copy that may be maintained exclusively for professional liability purposes.

73. Headings: The descriptive heading of any section or paragraph of this Agreement is inserted for convenience of reference only and does not constitute a part of this Agreement.

74. Notice: All notices, demands or other communications given under this Agreement will be in writing and be sent by both facsimile and mail (either first-class U.S. Mail or overnight mail) as follows:

75. Execution in Counterparts: This Agreement may be executed in one or more counterparts. All executed counterparts and each of them will be deemed to be one and the same instrument provided that the Parties' Counsel will exchange between themselves original signed counterparts. Facsimile and pdf signatures will be accepted. Any executed counterpart will be admissible in evidence to prove the existence and contents of this Agreement.

Class counsel Signatories: It is agreed that because the Settlement Class Members are so numerous, it is impossible or impractical to have each Settlement Class Member execute this Settlement. The Notice will advise Settlement Class Members of the binding nature of the release in this Settlement The Notice will advise Settlement Class Members of the binding nature of the release in this Settlement Agreement. Excepting only the Settlement Class Members who timely submit a valid Election Not to Participate, the Notice shall have the same force and effect as if this Settlement were executed by each Settlement Class Member, including, without limitation, the release of Released Claims in Paragraph 55.

M. Execution by Parties and Counsel

EXHIBIT A

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

1. Why did I receive this notice?

A proposed settlement (the "Settlement") has been reached between the Parties in this class action pending in the United States District Court for the Northern District of California (the "Court") brought on behalf of all individuals described above (the "Settlement Class" or "Settlement Class Members"). The Court has preliminarily approved the Settlement and certified the Settlement Class. You have received this Notice because the records of ManpowerGroup Inc., (formerly known as Manpower Inc.) (collectively, "Manpower") indicate that you are a Settlement Class Member, which is defined as:

This Notice is designed to inform you of how you can make a claim under the Settlement, object to the Settlement, or elect not to participate in the Settlement. This class action brings claims under the California Labor Code's wage-and-hour laws. The Court must finally approve the terms of the Settlement described below as fair and reasonable to the Settlement Class, before it will take effect. This process will take approximately four (4) months. If approved, the Settlement will affect all Class Members who do not exclude themselves from the Settlement Class. An Administrator that has been appointed by the Court will make all approved Settlement payments after the Court orders them. Those Settlement payments are described in this Notice.

To receive your share of the proceeds to be paid under the Settlement, you must return a completed Claim Form to the Settlement Administrator, Simpluris Inc., showing a postmark date no later than 60 days after the initial mailing of this Notice to you.

If you do not wish to participate in the Settlement, you must timely submit a valid Election Not to Participate. If you submit a valid Election Not to Participate, you will not receive any of the settlement proceeds and will not have released your claims.

If you do nothing, you will not receive your share of the proceeds to be paid under the Settlement, but you will be bound by the Settlement and will have released your claims.

2. What is the case about?

On March 17, 2011, plaintiff Vera Willner commenced a purported class action against Manpower in the Court. Plaintiff alleged that she and a proposed class (i) were given wage statements that omitted certain information required by California Labor Code section 226 and therefore are owed penalties under Labor Code sections 226(e) and the California Private Attorneys General Act ("PAGA"), Labor Code section 2699, and (ii) were issued some paychecks later than required by Labor Code section 201.3 and therefore are owed penalties under Labor Code section 203 and PAGA, Labor Code section 2699. Plaintiff also seeks restitution under California Business and Professions Code sections 17200, et seq.

Manpower denies all of Plaintiff's material allegations.

After good-faith negotiations presided over by a private mediator on July 2, 2014, the Parties agreed to settle the Lawsuit pursuant to the terms and conditions of the Settlement.

The Settlement represents a compromise and settlement of highly disputed claims. Nothing in the Settlement is intended to or will be construed as an admission by Manpower that Plaintiff's claims in the action have merit or that it has any liability to Plaintiff or the Settlement Class on those claims. Furthermore, Manpower denies any and all wrongdoing, and by entering into the Settlement, Manpower does not admit any violation of law.

Plaintiff and Manpower, and their respective counsel, have concluded that the Settlement is fair, reasonable, and adequate and is in the best interests of the members of the Settlement Class, considering the risks and uncertainties to each side of continued litigation.

3. What are the settlement terms and how much can I expect to receive if I participate?

a. Overall summary of settlement terms.

Manpower will pay Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) to settle this case ("Maximum Settlement Amount"). From that amount payments will be made to Class Counsel for attorneys' fees and costs, to the Settlement Administrator for administration costs, to the Named Plaintiff for her representation of the Class, to the California Labor Workforce Development Agency, and to a Hold-Back Fund (of $25,000) established to provide payments to certain Class Members who were mistakenly omitted from the class list and/or whose eligible paystub count was miscalculated. The amounts of these various payments are described in this Notice below. After deduction of these amounts, the remainder — the "Settlement Class Settlement Proceeds" — of approximately $5,681,708.33 will be distributed to Settlement Class Members who submit timely and valid Claim Forms.

b. Who is included in the Settlement?

You are included in the Settlement if you meet all of the conditions set forth in the beginning of this notice. It is estimated that there are approximately 20,270 members in the Settlement Class.

c. What can I expect to receive from the Settlement?

The "Settlement Class Settlement Proceeds" will be paid out by the Settlement Administrator to each Settlement Class Member who submits an approved Claim Form ("Claimant") as follows: Dollars per Claimant will be calculated by (i) first dividing the Settlement Class Settlement Proceeds by the total number of paystubs issued from March 17, 2010 through January 20, 2012 to Claimants (i.e., Settlement Class Members who submit valid and timely Claim Forms), and (ii) then multiplying that result by the respective number of paystubs issued to each of those Claimants. The result for each Claimant will be the distribution amount to that Claimant.

The Parties estimate that each Claimant who submits a timely and valid Claim Form will receive approximately $275.00, if all Settlement Class Members submit timely and valid Claim Forms. If fewer than all Settlement Class Members submit timely and valid Claim Forms, your actual payment will be larger. It will not be possible to determine the precise value of your payment until the claim period has closed, the Settlement Administrator has determined how many Class Members have filed timely and valid Claim Forms, and the Court has granted final approval of the Settlement.

d. What am I giving up in exchange for the Settlement benefits?

Each Settlement Class Member (other than those who file a timely and valid Election Not to Participate) releases and discharges the Released Parties from Released Claims for the period March 17, 2010 through January 20, 2012, as follows:

"Released Parties" mean (i) ManpowerGroup Inc. (formerly known as Manpower Inc.), (ii) any of their present and former parents, subsidiaries and affiliated companies or entities; and (iii) the officers, directors, employees, partners, shareholders, agents, successors, assigns and legal representatives of the entities included in (i) and (ii).

"Released Claims" are any and all claims, rights, demands, liabilities and causes of action of every nature and description, whether known or unknown, up to and including January 20, 2012, that arise out of the allegations in the Lawsuit that (1) the Released Parties did not provide accurate, itemized wage statements containing the format or content required by California Labor Code section 226, (2) the Released Parties did not timely pay all wages owed, or (3) otherwise arise from the allegations in the Lawsuit, whether founded on federal, state, and/or local law, including but not limited to, claims for penalties under California Labor Code section 226 and/or the California Private Attorneys General Act of 2004 (California Labor Code sections 2699 et seq.), claims for unfair business practices in violation of California Business and Professions Code sections 17200, et seq., and related claims for damages, punitive damages, liquidated damages, restitution, equitable relief, attorneys' fees, interest and costs.

Settlement Class Members do not release the Released Parties from any claims under federal, state, municipal or local law for unpaid wages which is defined in the California Labor Code as "all amounts for labor performed" (hereafter, "Unreleased Claims").

Except for their respective portions of the Settlement Class Settlement Proceeds to which each Claimant is entitled under this Settlement, every Settlement Class Member is barred from recovering a penalty under California Labor Code section 226 and a penalty under PAGA for any claim that he or she failed to receive an accurate, itemized wage statement at any time up through January 20, 2012 and/or was not timely paid wages owed within the Release Period.

Waiver of Known and Unknown Claims. As to the Released Claims only, each Settlement Class Member waives all rights and benefits afforded by Section 1542 of the California Civil Code ("Section 1542"). Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." This Section 1542 waiver, however, shall not apply to Unreleased Claims.

e. Additional Payments to the Class Representative.

In addition to her share as a Settlement Class Member, plaintiff Vera Willner will seek approval from the Court to receive up to Eleven Thousand Dollars ($11,000) for her service as Class Representative, as well as her release of additional rights. This payment, if approved by the Court, will be made out of the Maximum Settlement Payment.

f. Class Counsel's Attorneys' Fees and Costs.

Class Counsel will seek approval from the Court for the payment of their attorneys' fees in the amount of up to Two Million Nine Hundred Sixteen Thousand Six Hundred Sixty-six Dollars and Sixty-seven Cents ($2,916,666.67), and their costs incurred in an amount of not more than Fifty Thousand Dollars ($50,000). This payment, if approved by the Court, will be made out of the Maximum Settlement Payment.

g. Costs of Settlement Administration.

The Settlement Administrator's fees and costs for administering the Settlement, which are estimated to be $104,326.74, if approved by the Court, will be paid out of the Maximum Settlement Payment.

h. Payment to the California Labor and Workforce Development Agency.

The Settlement Administrator will pay to the California Labor and Workforce Development Agency, out of the Maximum Settlement Payment, the sum of Sixty-five Thousand Six Hundred Twenty-five Dollars ($65,625) for civil penalties pursuant to the California Private Attorneys General Act.

i. Hold-Back Fund

Twenty-five thousand dollars ($25,000) will be reserved from the Maximum Settlement Amount to cover any required payments to Claimants who were mistakenly omitted from the class list and/or whose eligible paystub count is disputed.

4. Why is there A Settlement?

Plaintiff, as Class Representative, and Class Counsel support this Settlement. Their reasons include the inherent risk of denial of class certification, the risk of an unsuccessful outcome on the merits of Plaintiff's claims, the difficulty in proving that Plaintiff and class members suffered injury, and the inherent delays and uncertainties associated with litigation. Based on their experience litigating similar cases, Class Counsel believe that further proceedings in this case, including a trial and probable appeals, would be very expensive and protracted. No one can confidently predict how the various legal questions at issue, including the amount of damages, would ultimately be resolved. Therefore, upon careful consideration of all of the facts and circumstances of this case, Plaintiff and Class Counsel believe that the Settlement is fair, reasonable and adequate.

5. What are Your Rights in this Settlement?

Plaintiff, as Class Representative, and Class Counsel represent your interests as a Settlement Class Member. Unless you elect not to participate in the Settlement by timely submitting a valid Election Not to Participate to the Settlement Administrator, you are a part of the Settlement Class, you will be bound by the terms of the Settlement and any final judgment that may be entered by the Court, and you will be deemed to have released the claims against Manpower and the other Released Parties as described in Section II.C. above. As a member of the Settlement Class, you will not be responsible for the payment of attorneys' fees or reimbursement of litigation costs unless you retain your own counsel, in which event, you will be responsible for your own attorneys' fees and costs.

a. How do I get a payment?

To receive your share of the Settlement Class Settlement Proceeds, you must complete and sign the enclosed Claim Form and mail it via first class mail to:

To be valid, the Claim Form must be completed in full and signed by you. The Claim Form must be postmarked no later than sixty (60) calendar days following the initial mailing of the notice to you. A pre-addressed, postage pre-paid return envelope is included with this Notice packet. A Settlement Class Member who does not mail a Claim Form in the manner and by the deadline specified above will not receive a share of the settlement proceeds.

If you believe that the number of paystubs used to calculate your estimated Settlement Award is incorrect, you may submit a dispute to the Settlement Administrator. All estimated Settlement award disputes must be made or mailed with a postmark no later than [45 days after initial mailing].

Settlement checks will be mailed out after the Court grants "final approval" of the Settlement. Once mailed, you will have one-hundred eighty (180) days to deposit or cash your Settlement check.

b. How do I object to the Settlement?

If you are dissatisfied with any of the terms of the Settlement, you may, but are not required to, object to the Settlement. Any objection to the Settlement must be in writing and must explain, in clear and concise terms, the basis for your objection. In addition, in order to be considered, your objection must be filed with the Court at the address below and mailed via first class mail with a postmark on or before sixty (60) calendar days after the initial mailing of this Notice to all of the following:

Your objection must reference this case, Vera Willner, individually, and on behalf of all others similarly situated, Plaintiff v. Manpower Inc., and Does 1 through 50, inclusive, Defendants, United States District Court for the Northern District of California Case No. 3:11-cv-028460-JST (MEJ). In addition, your objection must indicate whether you intend to appear at the Final Approval Hearing scheduled for [date], at [time]. It is not necessary, however, for you to appear at this hearing to make an objection.

Any Settlement Class Member who does not object to the Settlement in the manner described above will be deemed to have waived any objections and will be foreclosed from making any objection (whether by appeal or otherwise) to the Settlement. If the Court rejects your objection, you will still be bound by the terms of the Settlement unless you also timely submit an Election Not to Participate to the Settlement Administrator in the manner described in Section IV.C. of this Notice. PLEASE DO NOT TELEPHONE THE COURT, MANPOWER'S COUNSEL OR MANPOWER.

c. How do I ask the Court to exclude me from the Settlement?

If you do not wish to participate in the Settlement, you must submit a written and signed Election Not to Participate. The Election Not to Participate must include your name, address, telephone number, the last four digits of your Social Security number, and a written affirmation of the desire to be excluded from this Settlement.

To be valid, the Election Not to Participate must be completed, signed by you and returned to:

The Election Not to Participate must be postmarked not later than sixty (60) calendar days after the initial mailing of this Notice to you. A Settlement Class Member who fails to mail an Election Not to Participate in the manner and by the deadline specified above will be bound by all terms and conditions of the Settlement if the Settlement is approved by the Court, and the Judgment, regardless of whether he or she has objected to the Settlement.

Any person whose complete and timely Election Not to Participate is received by the Settlement Administrator will no longer be a member of the Settlement Class, will be barred from participating in any portion of the Settlement, and will receive no benefits from the Settlement.

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

The Court will hold a final approval hearing in the United States District Court for the Northern District of California, Courtroom 9, 450 Golden Gate Avenue, San Francisco, California 94102 on [date], at [time], to determine whether the Settlement should be finally approved as fair, reasonable and adequate. The Court will also be asked to approve Class Counsel's request for attorneys' fees and costs and the Class Representative payment. The hearing may be postponed without further notice to the Class. It is not necessary for you to appear at this hearing.

7. How do I get more information?

The above is a summary of the basic terms of the Settlement. For the precise terms and conditions of the Settlement, you are referred to the detailed Joint Stipulation of Settlement and Release, which will be on file with the Clerk of the Court. The pleadings and other records in this litigation, including the Joint Stipulation of Settlement and Release, may be examined at any time during regular business hours in the Office of the Clerk, United States District Court for the Northern District of California, Courtroom 9, 450 Golden Gate Avenue, San Francisco, California 94102.

If you have questions about the Settlement, you may contact Class Counsel as follows:

You may also contact the Settlement Administrator as follows:

PLEASE DO NOT TELEPHONE THE COURT, MANPOWER'S COUNSEL OR MANPOWER FOR INFORMATION REGARDING THIS SETTLEMENT OR THE CLAIM PROCESS.

EXHIBIT B

CLAIM FORM

Vera Willner, individually, and on behalf of all others similarly situated, Plaintiff v. Manpower Inc., and Does 1 through 50, inclusive, Defendants, United States District Court for the Northern District of California, Case No. 3:11-cv-028460-JST (MEJ)

TO RECEIVE A SETTLEMENT PAYMENT, YOU MUST COMPLETE, SIGN, AND MAIL THIS CLAIM FORM TO SETTLEMENT ADMINISTRATOR, SIMPLURIS INC., P.O. BOX 26170, SANTA ANA, CA 92799, ON OR BEFORE [Date]. A PREADDRESSED, POSTAGE PREPAID ENVELOPE IS INCLUDED FOR THIS PURPOSE.

IF YOUR CLAIM IS POSTMARKED AFTER [Date], YOUR CLAIM MAY BE REJECTED.

2. Your Estimated Settlement Payment: $___

I certify that to the best of my knowledge the information on this Claim Form is correct.