understood that Individual Percentages for Class Members who worked as CAT adjusters in any year will be increased, and the Individual Percentages for Class Members who did not work as CAT adjusters shall be correspondingly reduced.  For purposes of 1996 only, any person who was a Class Member for at least two weeks between November 27 and December 31, 1996 shall be credited with one (1) month, and CAT adjuster duty shall not be considered.

Example:  If a Class Member worked during a year in the Class Period and earned a total of $1, and the total gross compensation paid out to Class Members during that year, after adjustments for CAT duty, was $100, that Class Member’s Individual Percentage would be 1 percent (1/100) of the Potential Annual Gross Settlement Proceeds for that year.

(d)           Individual Settlement Award

Each Class Member’s “Individual Settlement Award” shall equal the sum of his or her Individual Percentages of each Potential Annual Gross Settlement Proceeds and shall be comprised of interest, wages (subject to withholding) and employer-paid payroll taxes on such wages in the same appropriate percentages as the respective Potential Annual Gross Settlement Proceeds.  The portion of each Individual Settlement Award that is not interest shall be divided by the appropriate divisor to determine the Class Member’s gross wages (subject to withholding) and the balance shall be the employer-paid payroll taxes with respect to such gross wages.

(e)           Claimed Settlement Amount; Unclaimed Amount

The total of Individual Settlement Awards claimed by Settlement Class Members shall be the “Claimed Settlement Amount.” If each and every Class Member is a Settlement Class Member, then the Claimed Settlement Amount shall equal the Potential Maximum Consideration and all Individual Settlement Awards shall be distributed to all Settlement Class Members. If any Class Member does not become either a Settlement Class Member or a Late Claim Settlement Class Member, the following shall apply:

The value of the Individual Settlement Award for a Class Member who is not a Settlement Class Member or a Late Claim Settlement Class Member shall be determined by the Claims Administrator and allocated to the “Unclaimed Amount.”  The first Six Million Dollars ($6 million) plus one-half (1/2) of any amount over Six Million Dollars ($6 million) in the Unclaimed Amount shall be distributed to Settlement Class Members on a pro rata basis where the numerator equals each Settlement Class Member’s Individual Settlement Award and the denominator equals the sum of the Individual Settlement Award for all Settlement Class Members.  Each allocation shall be interest, wages (subject to withholding) and employer-paid payroll taxes on such wages in the same proportions as each Settlement Class Member’s Individual Settlement Award.  The balance of the Unclaimed Amount (one-half (1/2) of any amount over Six Million Dollars($6 million)) shall be retained by Allstate.

(f)            Late Claim Settlement Members; Late Claim Reserve

A total of Five Hundred Thousand Dollars ($500,000) (the “Late Claim Reserve”) shall be held aside from the Potential Maximum Consideration to cover the payment of Late Claims as defined in paragraph 7(f).  Any Late Claim Settlement Class Member shall be entitled to

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payment of an Individual Settlement Award as if such claim had not been late, and computed on the same basis as if it represented a share from the Potential Gross Individual Settlement Proceeds, except that (i) all such claims paid to Late Claim Settlement Class Members shall be paid solely from the Late Claim Reserve; (ii) the total of all such claims shall not exceed such reserve; and (iii) Late Claim Settlement Class Members shall not participate in the distribution of the Unclaimed Amount under paragraph 8(e).  If the total of the claims made by Late Claim Settlement Class Members exceeds the Late Claim Reserve, all such claims shall be reduced proportionately so that the total paid does not exceed $500,000.  If the total of the claims by Late Claim Settlement Class Members is less than $500,000, the unused portion of the Late Claim Reserve shall be retained by Allstate.

(g)           Tax Liability and Net Payments

The payment by Defendant pursuant to this Agreement is for alleged failure to pay overtime compensation, interest on said sum, and all other claims as set forth in the operative Class Complaint (as described in paragraph 5 herein). In accordance with both State and Federal tax laws, Defendant shall withhold such sums from each Class Member’s Individual Settlement Award as is required in order to comply with the same. Portions of any Individual Settlement Award not subject to withholding will be issued with a 1099 form. After appropriate tax withholding, the net payment to be received by each Settlement Class Member shall be designated as the “Net Payment,” and said sum shall be paid as provided in paragraph 13 below. Defendant shall report the taxes withheld from the wages of each Class Member as required via a W-2 form, and shall pay over all such withheld funds, plus the employer’s contribution, to the appropriate State and Federal taxing authority as required by law. Defendant shall provide each Class Member with appropriate documentation setting forth the amount of any tax or other payment withheld, and employer contribution made, in accordance with State and Federal tax requirements. In addition, Defendant shall provide such information to the Administrator and to Class Counsel.  Class Members shall be responsible for remitting to State and/or Federal taxing authorities any other applicable taxes due and shall hold Allstate harmless and indemnify it for any liabilities, costs and expenses, including attorney fees, caused by any such taxing authority relating in any way to the tax treatment of the payments made pursuant to this Agreement.

(h)           Challenges to Number of Months or CAT Days Allocated to Each Employee by Allstate and/or to Computation of Individual Settlement Awards

(1)           If a Class Member disagrees with Allstate’s calculation as to his or her number of months of employment or the number of CAT days worked which are used to determine the Class Member’s share of the Claimed Settlement Amount, said disagreement must be set forth in writing and returned to the Administrator at the time that the Class Member’s Claim Form is submitted.  Allstate will have ten (10) days from notice of such dispute from the Administrator within which it may respond in writing to the Class Member, the Administrator and Class Counsel or the Class Member’s challenge shall be deemed correct.  The Class Member shall then have fifteen (15) days to provide a reply to Allstate’s response, if he or she so desires.  Thereafter, the Referee shall decide the number of months to be allocated to that Class Member and the Referee’s decision shall be final and binding.

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(2)           If a Class Member disagrees in any way with the computation of his or her Individual Settlement Award, such dispute must be communicated in writing to the Administrator within ten (10) days of the notice of such award.  Thereafter, Allstate and/or the Administrator will have ten (10) days to respond in writing to the Class Member.  Thereafter, the Referee shall decide the amount of such Individual Settlement Award and the Referee’s decision shall be final and binding.