Kryzhanovskiy v. Amazon.com Services, Inc.

• Court: District Court, E.D. California
• Decided: March 22, 2024
• Docket: 2:21-cv-01292
• Status: Unknown

Opinion

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 FOR THE EASTERN DISTRICT OF CALIFORNIA 10 11 LEILANI KRYZHANOVSKIY, Case No. 2:21-cv-01292-BAM PATRICIA SALAZAR, individually, on 12 behalf of all others similarly situated, and ORDER GRANTING IN PART as a proxy for the LWDA, PLAINTIFFS’ UNOPPOSED MOTION 13 FOR PRELIMINARY APPROVAL OF Plaintiffs, CLASS ACTION SETTLEMENT 14 v. (Doc. 49) 15 AMAZON.COM SERVICES, INC., et al., 16 Defendants. 17 18 Currently pending before the Court is the unopposed motion for preliminary approval of 19 class action settlement filed by Plaintiffs Leilani Kryzhanovskiy and Patricia Salazar 20 (“Plaintiffs”) on December 19, 2023. (Doc. 49.) Defendants Amazon.com Services, Inc. (now 21 known as Amazon.com Services LLC) and Amazon.com Services LLC (collectively 22 “Defendants”) did not file an opposition. The parties consented to have a United States 23 Magistrate Judge conduct all proceedings in this case, including entry of final judgment, pursuant 24 to 28 U.S.C. § 636(c). (Docs. 30, 32, 33, 51, 52, 53.) 25 A hearing on the motion was held via Zoom video conference on February 23, 2024, 26 before the Honorable Barbara A. McAuliffe. Counsel Robert Wassermann appeared by Zoom 27 video on behalf of Plaintiffs. Counsel Lauren Blas and Nasim Khansari appeared by Zoom video 28 on behalf of Defendants. 1 At the hearing, the Court and parties discussed the proposed settlement terms and 2 identified revisions to the proposed notice of settlement. The Court requested that Plaintiffs 3 submit an amended proposed notice of settlement and supplemental briefing on the following 4 issues: (1) appointment of Mark S. Adams as class counsel; (2) a lodestar related to requested 5 attorneys’ fees; and (3) documentation of costs. (Doc. 56.) Plaintiffs filed supplemental briefing 6 on March 8, 2024. (Doc. 57.) 7 For the following reasons, the Court GRANTS IN PART the motion for preliminary 8 approval of class action settlement and sets a Final Approval Hearing for September 10, 2024, at 9 9:00 a.m. in Courtroom 8 (BAM) before Magistrate Judge Barbara A. McAuliffe. 10 BACKGROUND 11 A. Relevant Procedural History 12 On July 22, 2021, Plaintiff Kryzhanovskiy initiated this putative class and representative 13 action for damages and civil penalties, asserting class claims for failure to pay overtime, furnish 14 accurate wage statements, violation of the Equal Pay Act, unfair business practices and various 15 individual claims. (Doc. 1.) Plaintiff Kryzhanovskiy filed a First Amended Complaint on August 16 20, 2021, adding a representative claim under the Private Attorneys General Act of 2004 17 (“PAGA”). (Doc. 9.) 18 On September 10, 2021, Defendants filed a motion to dismiss the First Amended 19 Complaint, which Plaintiff Kryzhanovskiy opposed. (Docs. 11, 13.) The district court denied the 20 motion to dismiss on June 29, 2022. (Doc. 21.) 21 On March 16, 2022, the Court related this case to the following action: Trevino v. Golden 22 State FC LLC, et al., 1:18-cv-00120-DAD-BAM. (Doc. 19.) 23 On August 9, 2022, the Court issued a Scheduling Conference Order. (Doc. 29.) The 24 parties engaged in extensive written discovery both before and after the Scheduling Conference 25 Order was issued. The parties subsequently agreed to mediate this case with mediator Lisa 26 Klerman on August 31, 2023. The Court therefore extended the class certification briefing 27 scheduled. (Doc. 41.) 28 On September 21, 2023, the parties filed a notice of settlement in principle. (Doc. 42.) 1 Consistent with the parties’ agreement, Plaintiff Kryzhanovskiy filed a Second Amended 2 Complaint (“SAC”) on November 29, 2023, in order to (1) add Plaintiff Salazar as a named party, 3 (2) add a class-wide claim for waiting time penalties, and (3) remove the class-wide allegations 4 for violation of the Equal Pay Act. (Doc. 46.) The class and representative claims asserted in the 5 SAC are as follows: (1) failure to pay overtime, (2) failure to furnish accurate wage statements, 6 (3) failure to timely pay all wages due upon separation, (4) unfair business practices, and (5) a 7 claim to assess and collect civil penalties pursuant to the PAGA. (Id.) The SAC also continues to 8 allege Plaintiff Kryzhanovskiy’s individual claims for (1) gender discrimination, (2) violation of 9 the Equal Pay Act, (3) FEHA retaliation, (4) Labor Code retaliation, (5) failure to timely provide 10 payroll records, and (6) failure to timely provide personnel records. (Id.) 11 B. Events Leading to Settlement 12 Following two years of active litigation, including motion practice and formal discovery, 13 the parties participated in full-day mediation with Lisa Klerman on August 31, 2023. (Doc. 49-1 14 at 11; Doc. 49-2, Declaration of Jenny D. Baysinger (“Baysinger Decl.”) ¶ 27.) After the parties 15 reached an impasse on the class claims, Ms. Klerman made a mediator’s proposal that expired on 16 September 8, 2023. (Baysinger Decl. ¶ 30.) The parties ultimately accepted the mediator’s 17 proposal to resolve the class claims for payment of $3,000,000.00 on September 8, 2023. 18 (Baysinger Decl. ¶¶ 30-31.) On December 13, 2023, after months of further negotiations as to an 19 appropriate long form settlement agreement, the parties executed the Class Action Settlement 20 Agreement and Release (“Settlement Agreement” or “SA”). (Baysinger Decl. ¶ 33, Ex. 1.) 21 1. Settlement of Class Claims 22 Plaintiffs negotiated the settlement on behalf of, and seek to represent, a specific and 23 narrow group of individuals—all current and former non-exempt California employees who 24 received a Signing Bonus and/or an On Sign Bonus (bonuses earned during the second year of 25 employment) during a workweek when he/she also worked overtime hours during the Class 26 Period. (Doc. 49-1 at p. 8; SA ¶ 36.) 27 2. Plaintiff Kryzhanovskiy’s Individual Claims 28 During the mediation, Plaintiff Kryzhanovskiy’s individual claims were separately 1 negotiated and resolved in exchange for a payment of $25,000.00 and an increase of $1.12 to her 2 current hourly wage.1 (SA ¶ 44.) ,The negotiated resolution of the Plaintiff Kryzhanovskiy’s 3 individual claims is not contingent on approval of the settlement and does not have an impact on 4 the class claims or the class action settlement amount. (Baysinger Decl. ¶¶ 28, 31.) The Class 5 Notice will inform Settlement Class Members about the existence of Plaintiff Kryzhanovskiy’s 6 individual settlement. (SA, Ex. A. ¶ 3.F.) 7 3. Other Related Cases 8 According to Plaintiffs’ moving papers, there are three other pending cases with class 9 claims that potentially overlap, to some extent, with the claims implicated by the settlement in 10 this case: Juan Trevino v. Golden State FC, LLC, Case No. 1:18-cv-00120-DAD-BAM (the 11 ”Trevino Consolidated Class Action”); Christian Porter v. Amazon.com Services, LLC, Central 12 District of California Case No. 2:20-cv-09496- JVS-SHK (the “Porter Class Action”); and 13 Terrance Clayborn v. Amazon.com Services, LLC, Central District of California Case No. 5:20- 14 cv-02368-JVS-SHK (the “Clayborn Class Action”). 15 Per Plaintiffs, both the Porter Class Action and the Clayborn Class Action are presently 16 stayed in favor of the Trevino Consolidated Class Action. The Class Notice will specifically 17 inform Settlement Class Members about the existence of the other pending matters, the fact that 18 some of the claims in those matters may overlap with claims being resolved by the SA, and thus 19 that some claims in the Trevino Consolidated Class Action, the Porter Class Action, and the 20 Clayborn Class Action may be eliminated or otherwise affected by this Settlement. (SA Ex. A, ¶ 21 2.) 22 C. Summary of Proposed Settlement 23 1. Settlement Class 24 Plaintiffs seek to certify the following settlement class, which Defendants do not 25 challenge: 26 1 According to supplemental briefing, the $25,000 amount was effectively equivalent to the amount in 27 differential wages Plaintiff Kryzhanovskiy alleges and believes she lost as a result of being compensated an at hourly rate (and being given bonus amounts) less than her husband from January 2020 through the 28 Settlement. (Doc. 57, Baysinger Suppl. Decl. ¶ 11.) 1 All current and former non-exempt employees of Defendants in California 2 between July 22, 2017 and November 7, 2023 who received a Signing Bonus and/or On Sign Bonus in the same workweek as he/she worked overtime, 3 including double-time (the “Settlement Class”).

4 (Doc. 49-1 at p. 7; SA ¶¶ 6, 36). There are believed to be 3,232 Settlement Class Members who 5 collectively worked 146,483 workweeks during the Class Period. (SA ¶ 60.) 6 2. Monetary Relief Under the Settlement 7 Defendants have agreed to pay $3,000,000.00 (“Gross Settlement Fund”) to resolve the 8 claims of participating Settlement Class Members. (SA ¶¶ 14, 40.) The Gross Settlement Fund 9 will be deposited into a Qualified Settlement Fund2 to be established by the Settlement 10 Administrator within 30 calendar days of the Effective Date and does not include the employer’s 11 share of applicable payroll tax payments, which will be separately paid by Defendants. (SA ¶¶ 13, 12 14, 40.) Plaintiffs and Class Counsel negotiated an escalator clause to protect Settlement Class 13 Members such that if the number of Class Members or workweeks increases by more than 10%, 14 the Gross Settlement Fund will increase by a proportional amount. (SA ¶ 60.) 15 The following amounts will be deducted from the Gross Settlement Fund: 16 (1) Class Representative Enhancement Payments of $17,500.00 (SA ¶ 43), 17 (2) Class Counsel Award of attorneys’ fees of $1,000,000.00 and costs and expenses of 18 $30,000.00 (SA ¶ 42), 19 (3) Settlement Administration Costs up to $25,000.00 (SA ¶¶ 34, 45), and 20 (4) PAGA Settlement Amount of $100,000.00 (SA ¶ 46). 21 (SA ¶ 18 (“’Net Settlement Amount’ means the portion of the Gross Settlement Fund remaining 22 after deducting the Class Representative Enhancement Payment, the Class Counsel Award, 23 Settlement Administration Costs, and the PAGA Settlement Amount.”).) 24 3. Net Settlement Amount 25 The Net Settlement Amount of $1,827,500.00 is expected to be available for distribution 26

27 2 “Qualified Settlement Fund” means “a fund, account, or trust satisfying the requirements of 26 C.F.R. § 1.468B-1, established by the Settlement Administrator for the purpose of distributing the Gross Settlement 28 Fund according to the terms of [the] Settlement Agreement.” (SA ¶ 27.) 1 to participating Settlement Class Members. (SA ¶ 18; Baysinger Decl. ¶¶ 58, 80, 87.) Each 2 Participating Class Member is entitled to a share of the Net Settlement Amount without the need 3 to complete a claim form. The entire Net Settlement Amount will be distributed to Participating 4 Settlement Class Members. (SA ¶¶ 48.) Settlement Class Members will receive a Class Notice 5 informing them of the terms of the Settlement, the right to opt-out or object, and an estimate of 6 his/her share. (SA ¶ 56.) All Settlement Class Members will be entitled to an Individual 7 Settlement Payment unless he/she opts out. (SA ¶ ¶ 48, 58.) 8 Individual Settlement Payments shall be based upon the number of workweeks worked by 9 Settlement Class Members during the Class Period. (SA ¶ 48.) Settlement Class Members whose 10 employment has ended will be credited with four (4) additional workweeks. (SA ¶ 48.) 11 Defendants represented that there were approximately 146,483 workweeks for all Class members 12 during the Class Period and the number of Class members through the date of mediation was 13 3,232. (SA ¶ 60.) 14 For purposes of taxes and required withholdings, (1) 50% of each Individual Settlement 15 Payment shall constitute penalties (for which an IRS Form 1099 shall be issued) and (2) 50% of 16 each Individual Settlement Payment shall constitute wages. (SA ¶ 70.) The employer’s share of 17 applicable payroll tax payment (“Employer Payroll Tax Payments”) will be paid separately by 18 Defendants (in addition to the Gross Settlement Fund). (SA ¶¶ 14, 40.) 19 4. Scope of Release 20 “Released Class Claims” means all claims all claims, actions, demands, causes of action, 21 suits, debts, obligations, demands, rights, liabilities, or legal theories of relief, that are based on 22 the facts and legal theories asserted in the operative complaint of the Action, or which relate to 23 the primary rights asserted in the operative complaint, including without limitation claims for (1) 24 failure to pay overtime under California Labor Code §§ 510, 558, 1194, and 1198, (2) failure to 25 furnish accurate wage statements under California Labor Code § 226(a), (3) failure to pay sick 26 leave in violation of Labor Code § 248.5, (4) waiting time penalties in violation of Labor Code §§ 27 201203, and (5) unlawful business practices under Unfair Competition Law including Business 28 and Professions Code sections 7200 et seq. The period of the Released Class Claims shall extend 1 to the limits of the Class Period. (SA ¶ 28.) 2 5. Notice 3 The parties have designated Atticus Class Action Administration (“Atticus”) as the 4 settlement administrator. (SA ¶ 35.) 5 Based upon the declaration of Christopher Longley, Chief Executive Officer, Atticus 6 provides services in class action settlements involving, inter alia, antitrust, consumer fraud, 7 financial services, data breach cases, insurance, ADA, civil rights, class certification notifications, 8 Belaire-West notifications, CAFA notices, and employment matters, including wage and hour, 9 PAGA and FLSA collective actions. (Doc. 57-1.) Atticus maintains insurance with AAA rate 10 insurance carriers for professional liability and cybersecurity. It is Atticus’ policy to warrant the 11 work performed on all error and omissions, on all projects, including distribution of funds to class 12 members. (Id.) Atticus has agreed to a capped fee to administer the case for approximately 13 $24,850.00. (Id.) 14 Atticus will notify class members as follows: Within thirty (30) calendar days of the entry 15 of the Court’s order granting Preliminary Approval, Defendants will provide a Class List to the 16 Settlement Administrator. The Class List will include, to the extent available, each Class 17 Member’s full name; most recent mailing address, and telephone number contained in 18 Defendants’ personnel records; Social Security number; dates of employment; the number of 19 weeks worked or workweeks that each Class Member worked during the Class Period 20 according to Defendants’ records; and any other information needed to calculate Individual 21 Settlement Payments. (SA ¶¶ 5, 53.) Within fifteen (15) calendar days after receiving the Class 22 List from Defendants, Atticus will send a Notice Packet to all settlement class members via 23 regular First-Class U.S. Mail, using the most current, known mailing addresses identified in the 24 list. (SA ¶ 54.) With respect to any returned Notice Packets, Atticus will promptly remail the 25 packets to any forwarding address or, if no forwarding address is provided, will use a skip-trace 26 or other search to determine the correct address. (SA ¶ 55.) Atticus will provide all counsel with 27 a weekly report that identifies the number of settlement class members who have submitted valid 28 requests for exclusion, or objected to the settlement, and whether any settlement class member 1 has submitted a challenge to any information contained in the Notice Packet. (SA ¶ 66.) 2 6. Opt-outs (Exclusions) and Objections 3 There is no claim form for the Rule 23 class. According to the revised class notice, class 4 members are given forty-five (45) days after the mailing of the Class Notice to opt out in writing. 5 (Doc. 57 at Ex. 9.) Settlement Class members wishing to opt out of the settlement must sign and 6 fax or mail a written Request for Exclusion to the Settlement Administrator. (SA ¶¶ 32, 33, 58.) 7 The Request for Exclusion must: (i) set forth the name and address of the Settlement Class 8 Member requesting exclusions; (ii) include the case name and case number; (iii) be signed by the 9 Settlement Class Member; (iv) be returned to the Settlement Administrator; (v) clearly state the 10 Settlement Class member does not wish toe be included in the Settlement; and (vi) be faxed or 11 postmarked on or before the response deadline. (SA ¶ 32.) 12 Class members who wish to object to the class action settlement must mail or fax a valid 13 notice of objections to the Settlement Administrator within forty-five (45) days after the mailing 14 of the Notice Packet. (Doc. 57 at Ex. 9; SA ¶¶ 33, 65.) The Settlement Administrator will 15 provide Defendants’ counsel and Class Counsel a weekly report that identifies the number of 16 Settlement Class Members who have objected to the Settlement. (SA ¶ 66.) Per the revised class 17 notice, the Settlement Administrator will lodge any objections with the Court in advance of the 18 Final Approval Hearing. (Doc. 57 at Ex. 9.) 19 Settlement Class members who fail to comply with the objection instructions will be 20 deemed to have waive all objections to the settlement agreement, unless they appear at the Final 21 Approval Hearing and state their objection at that time. (SA ¶ 65.) Additionally, Settlement 22 Class members who submit timely Notice of Objection may appear at the Final Approval Hearing 23 in order to have their objections heard by the court. If the court permits, Settlement Class 24 Members who have not submitted a written Notice of Objection in compliance with the 25 Settlement Agreement may still appear at the Final Approval Hearing and present their 26 objections. (Id.) According to the revised class notice, appearances at the Final Approval 27 Hearing may be made by Zoom. If a class member wishes to attend the Final Approval Hearing 28 and comment on the Settlement, class members must notify the Settlement Administrator to 1 obtain instructions on remote appearances. (Doc. 57 at Ex. 9.) 2 7. PAGA Settlement 3 The settlement contemplates a PAGA Payment of $100,000.00, of which 75% 4 ($75,000.00) will be paid to the Labor Workforce and Development Agency (“LWDA”) and the 5 remining 25% ($25,000.00) to PAGA settlement members. (SA ¶ 22.) 6 8. Enhancement Awards 7 Plaintiffs request that the Court approve an enhancement payment in the total amount of 8 $17,500.00, broken down as follows: Plaintiff Kryzhanovskiy ($10,000.00) and Plaintiff Salazar 9 ($7,500.00). (SA ¶ 43.) 10 Plaintiffs’ counsel represents that Plaintiffs “have each worked diligently with Class 11 Counsel throughout this entire litigation, including taking numerous calls with Class Counsel, 12 participating in responding to the parties’ formal and informal information exchange, and 13 participating in the mediation and settlements negotiations.” (Baysinger Decl. ¶ 92.) Plaintiffs’ 14 counsel explains that because Plaintiff Kryzhanovskiy has been involved in the matter since its 15 inception, and participated more substantially, she is requesting an award in the amount of 16 $10,000.00. Plaintiff Kryzhanovskiy also seeks a larger award as she remains employed by 17 Amazon and thus faces increased danger of retaliation and reputational harm by maintaining this 18 litigation against her current employer. (Baysinger Decl. ¶ 93.) Plaintiffs’ counsel indicates that 19 Plaintiff Salazar participated in the mediation session, its preparations and all negotiations that 20 took place in its wake. (Baysinger Decl. ¶ 94.) 21 According to Plaintiff Kryzhanovskiy’s declaration, she has spent a considerable amount 22 of time working with her attorneys over the past three years. She has helped with preparation of 23 the complaint and amendments, gathered documents, and responded to formal written discovery 24 requests. (Doc. 57-2, Declaration of Leilani Kryzhanovskiy (“Kryzhanovskiy Decl.”) ¶ 12.) She 25 also helped her attorneys prepare for mediation and made herself available “on call” during the 26 entire day. (Id.) Plaintiff Kryzhanovskiy estimates that, in total, she has spent around 80 hours 27 working her attorneys on this case since 2021. (Kryzhanovskiy Decl. ¶ 13.) Further, she reports 28 that she has “been worried and afraid” for her job and scared of retaliation, as she still works for 1 Amazon. (Kryzhanovskiy Decl. ¶ 11.) As a named plaintiff, Plaintiff Kryzhanovskiy declares 2 that she has exposed herself “to the negative reputational consequences” of her name being tied to 3 a class action lawsuit against her former employer. (Kryzhanovskiy Decl. ¶ 17.) She continues 4 to work for Amazon and declares that she is “uniquely exposed to the risk of retaliation by 5 Amazon moving forward because of [her] participation in this lawsuit and securing monetary 6 recovery on behalf of other employees.” (Id.) 7 According to Plaintiff Salazar’s declaration, she has spent a significant amount of time 8 working her attorneys on the case over the past year. She collected documents, answered 9 questions, and helped her attorneys get ready for the mediation session and made herself available 10 “on-call” during that entire day. After the mediation, she worked with her attorneys to evaluate 11 the mediator’s proposal and actively participated in decision whether or not to accept it. (Doc. 12 57-4, Declaration of Patricia Salazar (“Salazar Decl.”) ¶ 9.) Plaintiff Salazar estimates that, in 13 total, she has spent at least 25 hours working with her attorneys on this case. (Salazar Decl. ¶ 10.) 14 In addition to working with counsel, Plaintiffs have agreed to a full general release of their 15 claims against Defendants, which is broader than the release that applies to the Class Members. 16 (SA ¶ 62.c. and d.) 17 9. Attorney’s Fees and Costs 18 Class Counsel (identified below) seek preliminary approval of their request for attorneys’ 19 fees in the amount of $1,000,000.00 (1/3 of the Gross Settlement Fund), and litigation costs of no 20 more than $30,000.00. (SA ¶¶ 2, 4, 42.) 21 10. Other Notable Terms of Settlement 22 Defendants have the option to terminate the settlement agreement if three percent (3%) or 23 more of the Settlement Class Members request exclusion from the Settlement Class. (SA ¶ 61.) 24 There is no reversion of any portion of the Gross Settlement Fund to Defendants. Participating 25 Class Members are entitled to one hundred percent of the Net Settlement Amount. (SA ¶¶ 14, 18, 26 41.) 27 LEGAL STANDARDS 28 Court approval of a class action settlement requires a two-step process—a preliminary 1 approval followed by a later final approval. See Tijero v. Aaron Bros., Inc., No. C 10–01089 2 SBA, 2013 WL 60464, at *6 (N.D. Cal. Jan. 2, 2013) (“The decision of whether to approve a 3 proposed class action settlement entails a two-step process.”); West v. Circle K Stores, Inc., No. 4 CIV. S-04-0438 WBS GGH, 2006 WL 1652598, at *2 (E.D. Cal. June 13, 2006) (“[A]pproval of 5 a class action settlement takes place in two stages.”). At the preliminary approval stage, the court 6 “must make a preliminary determination on the fairness, reasonableness, and adequacy of the 7 settlement terms.” Fed. R. Civ. P. 23(e). However, the “settlement need only be potentially fair, 8 as the Court will make a final determination of its adequacy at the hearing on Final Approval.” 9 Acosta v. Trans Union, LLC, 243 F.R.D. 377, 386 (C.D. Cal. 2007) (emphasis in original); 10 Gruber v. Grifols Shared Services North America, Inc., No. 2:22-CV-02621-SPG-AS, 2023 WL 11 8610504, at *3 (C.D. Cal. Nov. 2, 2023). 12 A. Certification of the Class 13 To certify a class, a party must demonstrate that all of the prerequisites of Federal Rule of 14 Civil Procedure 23(a), and at least one of the requirements of Rule 23(b) has been met. Wang v. 15 Chinese Daily News, Inc., 737 F.3d 538, 542 (9th Cir. 2013); see also Valentino v. Carter- 16 Wallace, Inc., 97 F.3d 1227, 1234 (9th Cir. 1996). Under Rule 23(a), the four requirements that 17 must be met for class certification are: “(1) the class is so numerous that joinder of all members is 18 impracticable; (2) there are questions of law or fact common to the class; (3) the claims or 19 defenses of the representative parties are typical of the claims or defenses of the class; and (4) the 20 representative parties will fairly and adequately protect the interest of the class.” Fed. R. Civ. P. 21 23(a)(1)–(4). These factors are known as “numerosity,” “commonality,” “typicality,” and 22 “adequacy,” respectively. Assessing these requirements involves “rigorous analysis” of the 23 evidence. Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 351, (2011). 24 Rule 23(b) requires a plaintiff to establish one of the following: (1) that there is a risk of 25 substantial prejudice from separate actions; (2) that declaratory or injunctive relief benefitting the 26 class as a whole would be appropriate; or (3) that common questions of law or fact predominate 27 and the class action is superior to other available methods of adjudication. Fed. R. Civ. P. 28 23(b)(1)– (3). Rule 23(b)(3) “requires only that the district court determine after rigorous analysis 1 whether the common question predominates over any individual questions, including 2 individualized questions about injury or entitlement to damages.” Olean Wholesale Grocery 3 Coop., Inc. v. Bumble Bee Foods LLC, 31 F.4th 651, 669 (9th Cir. 2022) (en banc). Rule 23(c)(1) 4 permits a court to make a conditional determination of whether an action should be maintained as 5 a class action, subject to final approval at a later date. Dukes v. Wal-Mart Stores, Inc., No. C 01- 6 02252 CRB, 2012 WL 4329009, at *4 (N.D. Cal. Sept. 21, 2012). 7 B. Court Approval of Class Settlement Agreements 8 Rule 23(e)(2) mandates that any settlement in a class action may only be approved by the 9 court after finding that the settlement is “fair, reasonable, and adequate” upon consideration of 10 whether: 11 (A) the class representatives and class counsel have adequately represented the class; 12 (B) the proposal was negotiated at arm’s length; 13 (C) the relief provided for the class is adequate, taking into account:

14 (i) the costs, risks, and delay of trial and appeal;

15 (ii) the effectiveness of any proposed method of distributing relief to the class including the method of processing class-member claims; 16 (iii) the terms of any proposed award of attorney’s fees, including timing of 17 payment; and

18 (iv) any agreement required to be identified under Rule 23(e)(3); and 19 (D) the proposal treats class members equitably relative to each other. 20 Fed. R. Civ. P. 23(e)(2)(A)–(D). The role of the district court in evaluating the fairness of the 21 settlement is not to assess the individual components, but to consider the settlement as a whole. 22 Lane v. Facebook, Inc., 696 F.3d 811, 818–19 (9th Cir. 2012), reh’g denied, 709 F.3d 791 (9th 23 Cir. 2013). In reviewing a proposed settlement, the court represents those class members who 24 were not parties to the settlement negotiations and agreement. In re Toys R Us-Delaware, Inc.— 25 Fair & Accurate Credit Transactions Act Litig., 295 F.R.D. 438, 448 (C.D. Cal. 2014). The 26 Ninth Circuit has recognized a strong judicial policy favoring settlement, particularly of complex 27 class actions. Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1276 (9th Cir. 1992). 28 Nevertheless, even where a proposed settlement is unopposed, the court must fully 1 examine whether the proposed settlement class satisfies Rule 23(a)’s requirements of numerosity, 2 commonality, typicality, and adequacy of representation. Hanlon v. Chrysler Corp., 150 F.3d 3 1011, 1019 (9th Cir. 1998), overruled on other grounds by Wal-Mart Stores, Inc. v. Dukes, 564 4 U.S. 338 (2011). Particularly when, as here in some of the Leprino Cases, the settlement occurs 5 prior to class certification, courts must scrutinize the proposed settlement to ensure the propriety 6 of class certification and the fairness of the proposed settlement. Staton v Boeing, 327 F.3d 938, 7 952 (9th Cir. 2003); Hanlon, 150 F.3d at 1026). This more exacting review of class settlements 8 reached before formal class certification is required to ensure that the class representatives and 9 their counsel do not receive a disproportionate benefit “at the expense of the unnamed plaintiffs 10 who class counsel had a duty to represent.” Lane, 696 F.3d at 819 (quotation and citation 11 omitted). 12 DISCUSSION – RULE 23 REQUIREMENTS 13 A. Numerosity 14 Numerosity is met if “the class is so numerous that joinder of all members is 15 impracticable.” Fed. R. Civ. P. 23(a)(1). There is no absolute number or cut-off for determining 16 numerosity, and the specific facts of each case may be examined. Schwarm v. Craighead, 233 17 F.R.D. 655, 660 (E.D. Cal. 2006); Cervantez v. Celestica Corp., 253 F.R.D. 562, 569 (C.D. Cal. 18 2008) (“Courts have not required evidence of specific class size or identity of class members to 19 satisfy the requirements of Rule 23(a)(1).”). “A reasonable estimate of the number of purported 20 class members satisfies the numerosity requirement of Rule 23(a)(1).” In re Badger Mountain Irr. 21 Dist. Sec. Litig., 143 F.R.D. 693, 696 (W.D. Wash. 1992). 22 Here, the proposed class consists of approximately 3,232 members. (SA ¶ 60.) The Court 23 finds that the proposed class therefore satisfies the numerosity requirement as joinder of such 24 members is impracticable. See also Celano v. Marriott Int'l, Inc., 242 F.R.D. 544, 549 (N.D. Cal. 25 2007) (noting “courts generally find that the numerosity factor is satisfied if the class comprises 26 40 or more members and will find that it has not been satisfied when the class comprises 21 or 27 fewer.”); Cervantez, 253 F.R.D. at 569 (“Courts have held that numerosity is satisfied when there 28 are as few as 39 potential class members.”) 1 B. Commonality 2 Commonality requires “questions of law or fact common to the class.” Fed. R. Civ. P. 3 23(a)(2). Parties seeking class certification must prove their claims depend on a common 4 contention of such a nature it is capable of class-wide resolution, meaning the determination of its 5 truth or falsity will resolve an issue central to the validity of each claim at once. Wal-Mart, 564 6 U.S. at 350. Class-wide proceedings must generate common answers to common questions of law 7 or fact apt to drive resolution of the litigation. Id. The parties must demonstrate class members 8 have suffered the same injury. Id. at 349-350. 9 Plaintiffs indicate that the claims of Plaintiffs and the Class members all flow from the 10 same factual and legal issues, i.e., Defendants’ alleged uniform failure to include other 11 remuneration—specifically Signing Bonuses and/or On Sign Bonuses—when calculating 12 overtime and redeemed sick pay, resultant failure to timely pay all wages due and owing at 13 separation, and provision of uniform itemized wage statements. (Doc. 49-1 at p. 15.) Plaintiffs’ 14 underpaid overtime and sick pay claims are founded on a regular rate theory. Plaintiffs contend 15 that Defendants failed to include/consider remuneration they received in addition to hourly pay, 16 most notably contractual Signing Bonuses and On Sign Bonuses (bonuses earned during the 17 second year of employment), when calculating the “regular rate of pay” at which they were 18 compensated for overtime and double-time work and redeemed sick leave. (Baysinger Decl. ¶ 19 42.) Plaintiffs indicate that the claims implicate common questions, including whether the 20 Signing Bonuses, On Sign Bonuses, or other remuneration were required to be included in the 21 regular rate, whether those items were properly calculated when/if they were included, and 22 whether Amazon is entitled to credits or setoffs for overpayments of wages. (Id.) The Court 23 finds that the commonality requirement is met because Defendants engaged in uniform practices 24 with respect to all class members. 25 C. Typicality 26 Rule 23 also requires that “the claims or defenses of the representative parties are typical 27 of the claims or defenses of the class.” Fed. R. Civ. P. 23(a)(3). Under Rule 23’s permissive 28 standard, claims “need not be substantially identical,” but are typical if the representative's claims 1 are “reasonably co-extensive with those of the absent class members.” Parsons v. Ryan, 754 F.3d 2 657, 685 (9th Cir. 2014) (quoting Hanlon, 150 F.3d at 1020). Typicality is based on the “nature of 3 the claim or defense of the class representative, and not to the specific facts from which it arose or 4 the relief sought.” Parsons, 754 F.3d at 685 (quoting Hanon v. Dataproducts Corp., 976 F.2d 5 497, 508 (9th Cir. 1992)). Typicality tests “whether other members have the same or similar 6 injury, whether the action is based on conduct which is not unique to the named plaintiffs, and 7 whether other class members have been injured by the same course of conduct.” Id. (quoting 8 Hanon, 976 F.2d at 508). The requirements of commonality and typicality occasionally merge, 9 and “[b]oth serve as guideposts for determining whether under the particular circumstances 10 maintenance of a class action is economical and whether the named plaintiff’s claim and the class 11 claims are so interrelated that the interests of the class members will be fairly and adequately 12 protected in their absence.” Id. (quoting Wal-Mart, 564 U.S. at 349 n.5). 13 As with the commonality requirement, the Court finds the typicality requirement is 14 satisfied because Plaintiffs’ claims arise from the same factual bases and are premised upon the 15 same legal theories as those applicable to the purported class members. Plaintiffs, like every other 16 class member, were employed by Defendants and were allegedly subject to the same employment 17 policies and practices with respect to Signing Bonuses and/or On Sign Bonuses that were not 18 included in the regular rate for overtime and/or sick pay. Further, because Plaintiff Salazar’s 19 employment has ended, she also possesses the potential derivative waiting time penalty. (SAC 20 ¶¶ 94-99.) 21 D. Adequacy of Representation 22 The Court must ensure “the representative parties will fairly and adequately protect the 23 interests of the class.” Fed. R. Civ. P. 23(a)(4). In determining whether the named plaintiffs will 24 adequately represent the class, courts must resolve two questions: “(1) do the named plaintiffs and 25 their counsel have any conflicts of interest with other class members and (2) will the named 26 plaintiffs and their counsel prosecute the action vigorously on behalf of the class?” Ellis v. Costco 27 Wholesale Corp., 657 F.3d 970, 985 (9th Cir. 2011) (quoting Hanlon, 150 F.3d at 1020). 28 “Adequate representation depends on, among other factors, an absence of antagonism between 1 representatives and absentees, and a sharing of interest between representatives and absentees.” 2 Ellis, 657 F.3d at 985 (citing Molski v. Gleich, 318 F.3d 937, 955 (9th Cir. 2003)). Class 3 representatives “must be part of the class and possess the same interest and suffer the same injury 4 as the class members.” Amchem Prod., Inc. v. Windsor, 521 U.S. 591, 626 (1997) (internal 5 quotations and citations omitted). This factor also tends to merge with the commonality and 6 typicality criteria of Rule 23. Id. at 626 n.20. 7 Here, Plaintiffs and the class share common injuries and generally possess the same 8 interests. Plaintiff Salazar does not appear to have a conflict of interest with the purported class. 9 However, the Court notes that Plaintiff Kryzhanovskiy possessed individual claims, which 10 reportedly have been resolved separately from the class claims. This may suggest a potential 11 conflict of interest between Plaintiff Kryzhanovskiy and the class members due to her individual 12 claims. See Madrigal v. SMG Extol, LLC, No. 22-cv-07351-RS, 2024 WL 40204, at *5 (N.D. Cal. 13 Jan. 3, 2024) (finding Madrigal’s incentive, during settlement negotiations, would have been to 14 allocate as much of the $600,000 Defendants appear to have been willing to pay to settle this case 15 to himself as compensation for his individual claims); Wilson v. Conair Corp., No. CV 16 11400894WBSSAB, 2016 WL 7742772, at *4 (E.D. Cal. June 3, 2016) (finding potential conflict 17 of interest between plaintiff and the class members due to plaintiff's individual personal injury 18 claims); accord Barbosa v. Cargill Meat Solutions Corp., 297 F.R.D. 431, 442 (E.D. Cal. 2013) 19 (finding adequacy of representation requirement met because plaintiff had the same interests as 20 the absent class members and there was no apparent conflict of interest between the named 21 plaintiffs’ claims and those of the other class members’ claims “particularly because the named 22 Plaintiffs have no separate and individual claims apart from the Class.”) 23 Plaintiffs’ counsel cites Roberts v. Electrolux Home Products, Inc., 2014 WL 4568632, at 24 *9 (C.D. Cal. 2014) for the proposition that the fact that Plaintiff Kryzhanovskiy possessed 25 individual claims does not render her an inadequate representative. (Doc. 49-1 at p. 16.) In 26 Roberts, the court found that the settlement of individual claims did not render plaintiffs 27 inadequate representatives or otherwise create a conflict of interest where class representatives 28 provided releases above and beyond the settlement. Roberts, 2014 WL 4568632, at *9. Courts 1 have found no conflict of interest where plaintiff’s non-class claims were distinct from those of 2 absent class members, and there was no indication that the plaintiff had benefited at the expense 3 of the class. See, e.g., Chen v. W. Digital Corp., No. 8:19-cv-00909-JLS-DFM, 2020 WL 4 13587954, at *5 (C.D. Cal. Apr. 3, 2020); Flores v. Dart Container Corp., No. 2:19-cv-00083 5 WBS JDP, 2021 WL 107239, at *5 (E.D. Cal. Jan. 12, 2021) (explaining that settlement of 6 separate, individual claims that arose out of circumstances unique to plaintiff, through 7 negotiations which the parties represent occurred separately from negotiations regarding the class 8 claims, did not render plaintiff fundamentally unfit to act as a class representative). 9 Further, counsel asserts that Plaintiff Kryzhanovskiy negotiated her individual claims 10 separately from the settlement, although both were discussed at mediation. (Baysinger Decl. at ¶¶ 11 7, 28, 31.) Counsel also declares that Plaintiff Kryzhanovskiy did not attempt to leverage the 12 Class Claims to improve her individual settlement and the individual settlement is not contingent 13 on approval of the Settlement of Class Claims. (Baysinger Decl. ¶ 31; SA ¶ 44.) Additionally, 14 Class Members will be fully informed of the existence of the settlement of Plaintiff 15 Kryzhanovskiy’s individual claims and will have the opportunity to opt-out and/or object to the 16 Settlement, including to Plaintiff Kryzhanovskiy’s adequacy. (SA, Ex. A ¶ 3.F.) 17 Plaintiff Kryzhanovskiy acknowledges that she has separate individual claims arising out 18 of the failure to pay her the same as her husband and also how she believes she was treated after 19 she started complaining about wage disparities. She also understands that all employees who 20 received signing and second year bonuses had similar overtime/sick pay, and meal period issues 21 to her, but that the alleged pay disparity and allegations regarding how she was treated after she 22 started complaining uniquely affected only her. (Kryzhanovskiy Decl. ¶ 15.) She declares that 23 she did not allow her “individual claims to get in the way or influence how [she] handled the 24 claims brought on behalf of other people. Instead, [she] negotiated [her] individual claim 25 completely separately” and agreed “to resolve it for an amount separate from the Maximum 26 Settlement Amount that the Class Members will be sharing.” (Kryzhanovskiy Decl. ¶ 16.) 27 Further, Plaintiff Kryzhanovskiy declares that her individual settlement “is not tied to approval of 28 the class action settlement (it has already been separately paid).” (Id.) The Court finds that 1 Plaintiff Kryzhanovskiy’s settlement of separate individual claims that arose out of circumstances 2 unique to her and were negotiated separately from negotiations regarding the class claims does 3 not render her fundamentally unfit to act as a class representative. 4 The Court must also consider the adequacy of representation by Class Counsel: Robert J. 5 Wassermann and Jenny D. Baysinger of Mayall Hurley, P.C. and Mark S. Adams of the Law 6 Offices of Mark S. Adams. Class Counsel from Mayall Hurley have experience pursuing other 7 similar class, collective, and representative actions. (Baysinger Decl. ¶¶ 98-99.) Mark S. Adams 8 declares that he has served as a litigation consultant for Mayall Hurley in this matter since March 9 2021. He previously practiced at Mayall Hurley from October 1979 until April 2015. (Doc 57-3, 10 Declaration of Mark S. Adams (“Adams Decl.”) ¶¶ 2, 5.) His current practice focuses almost 11 exclusively on plaintiff’s employment litigation, and during his nearly 45 years of practice, he has 12 acquired substantial experience in complex civil jury trials in the areas of employment 13 discrimination, wrongful termination, wage and hour cases, civil rights, insurance bad faith, and 14 serious injuries. (Adams Decl. ¶¶ 6, 13.) 15 Based on the above, Plaintiffs and their counsel appear to be adequate representatives of 16 the proposed class. Accordingly, the Court finds Plaintiffs Kryzhanovskiy and Salazar have 17 demonstrated they will adequately and fairly protect the interests of the class. Fed. R. Civ. P. 18 23(a)(4). For purposes of settlement only, the Court hereby appoints Plaintiffs Kryzhanovskiy 19 and Salazar as Class Representatives. Similarly, based on the experience of counsel, the Court 20 appoints Robert J. Wassermann and Jenny D. Baysinger of Mayall Hurley, P.C., and Mark S. 21 Adams of the Law Offices of Mark S. Adams as Class Counsel in this matter. 22 E. Rule 23(b)(3) Requirements 23 Both the predominance and superiority requirements are satisfied under Rule 23(b)(3). 24 1. Predominance 25 “The first requirement of Rule 23(b)(3) is predominance of common questions over 26 individual ones.” Valentino, 97 F.3d at 1234. The predominance inquiry “trains on the legal or 27 factual questions that qualify each class member's case as a genuine controversy, questions that 28 preexist any settlement,” and “tests whether proposed classes are sufficiently cohesive to warrant 1 adjudication by representation.” Amchem Prod., 521 U.S. at 594. If a common question will drive 2 the resolution of the litigation, the class is sufficiently cohesive. Jabbari v. Farmer, 965 F.3d 3 1001, 1005 (9th Cir. 2020) (court must determine which questions are likely “to drive the 4 resolution of the litigation.) 5 Plaintiffs contend that common questions of law or fact predominate over individual 6 questions pursuant to Rule 23(b)(3). In particular, Plaintiffs asserts that the challenged policies 7 and practices apply class wide, and Defendants’ liability can be determined by facts and law 8 common to all settlement class members. The issues common to the class include: whether the 9 Signing Bonuses, On Sign Bonuses, or other remuneration were required to be included in the 10 regular rate, whether those items were properly calculated when/if they were included, and 11 whether Amazon is entitled to credits or setoffs for overpayments of wages. 12 2. Superiority 13 The class action mechanism is the superior method for adjudicating this lawsuit. Fed. R. 14 Civ. P. 23(b)(3). “Where classwide litigation of common issues will reduce litigation costs and 15 promote greater efficiency, a class action may be superior to other methods of litigation. A class 16 action is the superior method for managing litigation if no realistic alternative exists.” Valentino, 17 97 F.3d at 1234–35. Factors relevant to the superiority requirement include: 18 (A) the class members’ interests in individually controlling the prosecution or defense of 19 separate actions; 20 (B) the extent and nature of any litigation concerning the controversy already begun by or 21 against class members; 22 (C) the desirability or undesirability of concentrating the litigation of the claims in the 23 particular forum; and 24 (D) the likely difficulties in managing a class action. 25 Fed. R. Civ. P. 23(b)(3); Zinser v. Accufix Rsch. Inst., Inc., 253 F.3d 1180, 1190 (9th Cir.), 26 opinion amended on denial of reh'g, 273 F.3d 1266 (9th Cir. 2001) (“In determining superiority, 27 courts must consider the four factors of Rule 23(b)(3).”) “A consideration of these factors 28 requires the court to focus on the efficiency and economy elements of the class action so that 1 cases allowed under subdivision (b)(3) are those that can be adjudicated most profitably on a 2 representative basis.” Zinser, 253 F.3d at 1190. However, where “confronted with a request for 3 settlement-only class certification, a district court need not inquire whether the case, if tried, 4 would present intractable management problems, for the proposal is that there be no trial.” 5 Amchem Prod., Inc., 521 U.S. at 620. 6 Resolution of the claims of approximately 3,232 total class members in one class action 7 settlement is far superior to individual lawsuits because it promotes consistency and efficiency of 8 adjudication. Further, the Court finds a class action avoids the inefficiency of each class member 9 litigating similar claims individually. Therefore, the Court finds that a class action is the superior 10 method for adjudicating the claims in this action. 11 For the foregoing reasons, the Court finds Plaintiffs have sufficiently met the requirements 12 of Rule 23(a) and (b). The Settlement Class is preliminarily certified for purposes of settlement, 13 subject to a final fairness hearing and certification of the settlement class under the Federal Rules 14 of Civil Procedure and related case law. 15 DISCUSSION-PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT 16 Having concluded that class treatment appears to be warranted, the Court now considers 17 whether the proposed settlement is fair, adequate, and reasonable. Fed. R. Civ. P. 23(e)(2); In re 18 Bluetooth Headset Products Liab. Litigation., 654 F.3d 935, 946 (9th Cir. 2011). The role of the 19 district court in evaluating the fairness of the settlement is not to assess the individual 20 components, but to consider the settlement as a whole. Lane, 696 F.3d at 818–19. Preliminary 21 approval of a settlement and notice to the proposed class is appropriate if: (i) the proposed 22 settlement appears to be the product of serious, informed, non-collusive negotiations; and (ii) the 23 settlement falls within the range of possible approval, has no obvious deficiencies, and does not 24 improperly grant preferential treatment to class representatives or segments of the class. In re 25 Tableware Antitrust Litigation, 484 F. Supp. 2d 1078, 1079 (N.D. Cal. 2007) (citing Schwartz v. 26 Dallas Cowboys Football Club, Ltd., 157 F. Supp. 2d 561, 570 n.12 (E.D. Pa. 2001)). 27 In making this inquiry, the Court should weigh: (1) the strength of the plaintiff’s case; (2) 28 the risk, expense, complexity, and likely duration of further litigation; (3) the risk of maintaining 1 class action status throughout the trial; (4) the amount offered in settlement; (5) the extent of 2 discovery completed and the stage of the proceedings; (6) the experience and views of counsel; 3 (7) the presence of a governmental participant; and (8) the reaction of the class members of the 4 proposed settlement. In re Bluetooth Headset Prod. Liab. Litig., 654 F.3d at 946. Some of these 5 eight factors cannot be fully assessed until the court conducts its final fairness hearing. Zwicky v. 6 Diamond Resorts Mgmt. Inc., 343 F.R.D. 101, 119 (D. Ariz. 2022). Thus, at the preliminary 7 approval stage, courts need only evaluate “whether the proposed settlement [1] appears to be the 8 product of serious, informed, non-collusive negotiations, [2] has no obvious-deficiency, [3] does 9 not improperly grant preferential treatment to class representatives or segments of the class and 10 [4] falls within the range of possible approval.” Zwicky, 343 F.R.D. at 119; accord Collins v. 11 Cargill Meat Sols. Corp., 274 F.R.D. 294, 301-303 (E.D. Cal. 2011) (citing In re Tableware 12 Antitrust Litig., 484 F. Supp. 2d at 1079). Because collusion may not be evident on a settlement’s 13 face, courts must be vigilant for subtle signs “class counsel have allowed pursuit of their own 14 self-interests and that of certain class members to infect the negotiations.” In re Bluetooth 15 Headset Prod. Liab. Litig., 654 F.3d at 947. 16 At this juncture, the Court will review the parties’ Proposed Settlement Agreement 17 according to the four Zwicky considerations listed above and conduct a cursory review of its terms 18 in deciding whether to order the parties to send the proposed notice to Class Members and 19 conduct the final approval hearing. 20 A. The Proposed Settlement Appears to be the Product of Serious, Informed, Non- 21 Collusive Negotiations 22 The Ninth Circuit observed that “the very essence of a settlement is compromise, ‘a 23 yielding of absolutes and an abandoning of highest hopes.’ ” Officers for Justice v. Civil Serv. 24 Comm'n of City & Cnty. of S.F., 688 F.2d 615, 624 (9th Cir. 1982) (citation omitted). Thus, when 25 analyzing the amount offered in settlement, the Court should examine “the complete package 26 taken as a whole,” and the amount is “not to be judged against a hypothetical or speculative 27 measure of what might have been achieved by the negotiators.” Id. at 625, 628. The Court must 28 1 look at the means and negotiations by which the parties settled the action in addition to reviewing 2 the Proposed Settlement Agreement for obvious deficiencies. Zwicky, 343 F.R.D. at 120. 3 As Plaintiffs indicate in their motion, the parties reached a settlement after participating in 4 mediation, consideration of the mediator’s proposal, and months of subsequent negotiations. 5 (Doc. 49-1 at p. 20.) Plaintiffs further indicate that they conducted formal, substantive discovery, 6 informally received relevant numerical data, formally received complete time and payroll records 7 for 315 Settlement Class Members, and engaged an expert to assist in analyzing the date prior to 8 engaging in settlement negotiations with Defendants. (Id. at p. 19.) 9 B. Obvious Deficiencies 10 Obvious deficiencies in a settlement agreement include “any subtle signs that class 11 counsel have allowed pursuit of their own self-interests to infect the negotiations.” McKinney- 12 Drobnis v. Oreshack, 16 F.4th 594 (9th Cir. 2021) (quoting Roes, 1-2 v. SFBSC Mgmt., LLC, 944 13 F.3d 1035, 1043 (9th Cir. 2019)). The Ninth Circuit has identified three such “subtle signs,” 14 which it refers to as the Bluetooth factors: “(1) when counsel receives a disproportionate 15 distribution of the settlement; (2) when the parties negotiate a clear-sailing arrangement, under 16 which the defendant agrees not to challenge a request for an agreed-upon attorney’s fee; and (3) 17 when the agreement contains a kicker or reverter clause that returns unawarded fees to the 18 defendant, rather than the class.” McKinney-Drobnis, 16 F.4th at 607–08 (citation omitted); In re 19 Bluetooth, 654 F.3d at 947 (internal quotation and citation omitted). 20 1. Disproportionate Distribution of the Settlement to Counsel 21 Here, Class Counsel seek 1/3 of the Gross Settlement Fund for attorneys’ fees. As 22 explained more fully below, the Court considers this request as a deficiency. 23 2. Clear-sailing Arrangement for Attorneys’ Fees 24 There does not appear to be a clear-sailing arrangement for attorneys’ fees. However, the 25 proposed Notice Packet indicates that Defendants do not object to Class Counsel’s request. (Doc. 26 49-2, Ex. A to Settlement Agreement, ¶ E.) 27 3. Reversion of Unawarded Fees to the Defendant 28 Here, the Settlement Agreement states that there will be no reversion of unpaid settlement 1 funds to Defendants. 2 C. Does Not Grant Preferential Treatment 3 The proposed settlement appears to treat class members equally. Individual settlement 4 payments will be calculated and apportioned on a pro rata basis based on the number of 5 workweeks in which the settlement class member performed at least one day of work for 6 Defendants. (SA ¶ 48.) For participating class members whose employment has ended, they will 7 be credited with an additional four (4) weeks worked for purposes of calculating their pro rata 8 share. (Id.) Aside from the Enhancement Payments, discussed below, all of the class members 9 are subject to the same payment calculations based on the number of workweeks. 10 D. The Settlement Falls Within the Range of Possible Approval 11 “To determine whether a settlement ‘falls within the range of possible approval’ a court 12 must focus on ‘substantive fairness and adequacy,’ and ‘consider plaintiffs’ expected recovery 13 balanced against the value of the settlement offer.’” Collins, 274 F.R.D. at 302 (quoting In re 14 Tableware Antitrust Litig., 484 F. Supp. 2d at 1080). The Court should examine “the complete 15 package taken as a whole,” and the amount is “not to be judged against a hypothetical or 16 speculative measure of what might have been achieved by the negotiators.” Officers for Justice, 17 688 F.2d at 625, 628. 18 Plaintiffs, utilizing the help of an expert, developed a damages model. Under that 19 damages model, Defendants faced a maximum of $6,046,937.00 in underpaid overtime and sick 20 pay wages, $7,885,152 in statutory waiting time penalties, and $1,932,500 in Labor Code section 21 226(e) penalties. (Baysinger Decl. ¶¶ 42-49.) In total, Defendants faced a maximum of 22 $15,864,589 in potential damages and statutory penalties. (Baysinger Decl. ¶¶ 51-52.) 23 Additionally, Class Counsel determined a reasonable, realistic estimate for potential 24 recovery. Under this measured approach, Class Counsel (1) applied a one-third discount to the 25 underpaid overtime/double time claim to account for the possibility that substantial offsets would 26 be applied based on overpayments of wages to Class Members in other contexts (including 27 overpayments in connection with On Sign Bonuses because those bonuses were factored into 28 overtime/double time whenever they were actually paid [every other period] and since the value 1 of each payment was twice the workweek value of the proportional bonus share, it often resulted 2 in substantial overpayments), leaving $3,403,048; (2) applied no discount to the sick pay claim, 3 leaving $942,365; (3) applied a 50% discount to the waiting time penalty claim to account for the 4 potential that some of the Class Members who are also former employees would be unable to 5 demonstrate any compensable wages that were actually unpaid during employment, leaving 6 $3,942,576, (4) applied a 25% discount to the wage statement claim to account for the potential 7 that injury could not be demonstrated for derivative violations and due to the technical nature of 8 the alleged deficiencies in the wage statements, leaving $1,449,375. (Baysinger Decl. ¶ 55.) This 9 approach would result a realistic damages/statutory award of $9,737,364.00. (Baysinger Decl. ¶ 10 56.) 11 The Settlement provides for the payment of $3,000,000 ($2,900,000 allocated to resolve 12 Class Claims) in resolution of the Released Claims. The portion of the Gross Settlement Fund 13 allocated to resolve class claims represents 18% of the maximum recovery available to the Class 14 and nearly 30% of their realistic recovery. (Baysinger Decl. at ¶¶ 51-52, 57. ) The proposed 15 settlement amount is within the general range of percentage recoveries that California courts— 16 including this one—have found to be reasonable. See Cavazos v. Salas Concrete Inc., No. 1:19- 17 cv-00062-DAD-EPG, 2022 WL 506005, at *15 (E.D. Cal. Feb. 18, 2022) (examining cases 18 approving settlements ranging from 12% to 35% of estimated maximum damages). 19 According to Plaintiffs’ counsel, Defendants asserted numerous legal and factual grounds 20 to defend against the Class Claims and/or certification of such claims, including but not limited 21 to, 1) that the Signing and On Sign Bonuses were discretionary, 2) that the bonuses were properly 22 included in the regular rate of pay for overtime and sick leave, 3) that Defendants voluntarily 23 overpaid certain wages and were entitled to an offset of those overpayments against any 24 underpayments to the Class, 4) that any net failures to pay wages were not sufficiently willful to 25 justify imposition of waiting time penalties, 5) that the wage statements actually comply with the 26 Labor Code, and 6) that no one was injured by any technical omission on the wage statements. 27 (Baysinger Decl. ¶¶ 59-69.) Although Plaintiffs’ counsel was confident that certification and 28 success on the merits could be attained, continued litigation was guaranteed to be costly, time 1 consuming, and uncertain in outcome. (Baysinger Decl. ¶ 71.) 2 Plaintiffs’ motion represents that there are 3,232 class members. (SA ¶ 60.) This case 3 equates to a pre-tax recovery of approximately $928.22 per class member based on the Gross 4 Settlement Fund ($3,000,000.00 / 3,232 = $928.22). The net recovery, from the Court’s review, 5 equates to a pre-tax recovery of approximately $565.44 based on the Net Settlement Amount 6 ($1,827,500.00 / 3,232 = $565.44). 7 “[I]t must not be overlooked that voluntary conciliation and settlement are the preferred 8 means of dispute resolution [, especially] in complex class action litigation....” In re Syncor 9 ERISA Litig., 516 F.3d 1095, 1101 (9th Cir. 2008) (quoting Officers for Justice, 688 F.2d at 625). 10 Thus, “[a]pproval of settlement is preferable to lengthy and expensive litigation with uncertain 11 results.” Munoz v. Giumarra Vineyards Corp., No. 1:09-cv-00703-AWI-JLT, 2017 WL 2665075, 12 at *9 (E.D. Cal. June 21, 2017). 13 C. PAGA Penalty 14 Under PAGA, an “aggrieved employee” may bring an action for civil penalties for labor 15 code violations on behalf of himself and other current or former employees. Cal. Lab. Code § 16 2699(a). A plaintiff suing under PAGA “does so as the proxy or agent of the state’s labor law 17 enforcement agencies.” Arias v. Superior Ct., 95 Cal. Rptr. 3d 588, 600 (Cal. 2009). A PAGA 18 plaintiff thus has “the same legal right and interest as state labor law enforcement agencies” and 19 the action “functions as a substitute for an action brought by the government itself”; therefore, “a 20 judgment in that action binds all those, including nonparty aggrieved employees, who would be 21 bound by a judgment in an action brought by the government.” Id. A plaintiff bringing a 22 representative PAGA action not only owes a duty to their “fellow aggrieved workers,” but “also 23 owes responsibility to the public at large; they act, as the statute’s name suggests, as a private 24 attorney general.” O’Connor v. Uber Techs., Inc., 201 F. Supp. 3d 1110, 1133–34 (N.D. Cal. 25 2016). 26 Under PAGA, civil penalties collected are distributed between the aggrieved employees 27 (25%) and the Labor and Workforce Development Agency (“LWDA”) (75%). Cal. Lab. Code § 28 2699(i). Any settlement of PAGA claims must be approved by the court. Cal. Lab. Code § 1 2699(l)(2). The proposed settlement must also be sent to the agency at the same time that it is 2 submitted to the court. Cal. Lab. Code § 2699(l)(2). 3 While PAGA requires a trial court to approve a PAGA settlement, district courts have 4 noted there is no governing standard to review PAGA settlements. Scott v. Blackstone Consulting, 5 Inc., No. 21-CV-1470-MMA-KSC, 2024 WL 271439, at *8 (S.D. Cal. Jan. 24, 2024) (collecting 6 cases). District courts have applied “a Rule 23-like standard” asking whether the settlement of 7 the PAGA claims is “fundamentally fair, reasonable, and adequate.” Id. 8 First, in accordance with the statutory requirements, Plaintiffs submitted the Settlement 9 Agreement to the LWDA. (Baysinger Decl. ¶ 89.) LWDA will have an opportunity to file a 10 response to the proposed settlement. The Settlement Agreement provides for a $100,000 PAGA 11 payment. This amount represents more than 3% percent of the Gross Settlement Fund. 12 District courts have approved a broad range of PAGA penalties. See Magadia v. Wal- 13 Mart Assocs., Inc., 384 F. Supp. 3d 1058, 1101 (N.D. Cal. 2019) (collecting cases in which 14 settlements providing for $10,000 in PAGA penalties were preliminarily or finally approved 15 despite total settlement amounts of $900,000 and $6.9 million), rev’d in part, vacated in part on 16 other grounds, 999 F.3d 668 (9th Cir. 2021); see also Alcala v. Meyer Logistics, Inc., No. CV 17- 17 7211 PSG (AGRx), 2019 WL 4452961, at *9 (C.D. Cal. June 17, 2019) (collecting cases in which 18 PAGA penalties within the zero to two percent range were approved by courts); Scott, 2024 WL 19 271439, at *8 (approving 5 percent PAGA settlement). The PAGA payment of approximately 20 3% of the Gross Settlement Fund falls within the range of penalties approved by courts. Further, 21 the Settlement Agreement provides that 75% of the PAGA Penalty will be paid to the LWDA and 22 25% will be paid to the PAGA Settlement Members. (SA ¶ 22.) 23 D. Enhancement Awards to Plaintiffs 24 Incentive payments are to be evaluated individually, and the court should look to factors 25 such as “the actions the plaintiff has taken to protect the interests of the class, the degree to which 26 the class has benefitted from those actions, ... the amount of time and effort the plaintiff expended 27 in pursuing the litigation ... and reasonabl[e] fear[s of] workplace retaliation.” Staton, 327 F.3d at 28 977 (quoting Cook v. Niedert, 142 F.3d 1004, 1016 (7th Cir. 1998)). 1 Plaintiffs request that the Court approve Enhancement Payments to Plaintiffs in the total 2 amount of 17,500.00, allocated as follows: $10,000 to Plaintiff Kryzhanovskiy and $7,500.00 to 3 Plaintiff Salazar. (SA ¶ 43.) 4 A service award of $5,000 is presumptively reasonable. See Harris v. Vector Marketing 5 Corp., No. C-08-5198 MEC, 2012 WL 381202, at *7 (N.D. Cal. Feb. 6, 2012) (collecting cases). 6 But courts have preliminarily approved higher amounts subject to additional documentation from 7 class representatives detailing the time and effort expended and actions taken to benefit the 8 settlement class prior to final approval. See, e.g., Howell v. Advantage RN, LLC, No. 17-CV-883 9 JLS (BLM), 2020 WL 3078522, at *5 (S.D. Cal. June 9, 2020) (preliminarily approving service 10 award of $10,000 subject to submission of additional information from plaintiff before final 11 approval); Jamil v. Workforce Res., LLC, No. 18-CV-27 JLS (NLS), 2020 WL 3079221, at *8 12 (S.D. Cal. June 9, 2020) (preliminarily approving the proposed $10,000 service award to each 13 named plaintiff, but requesting plaintiffs provide documentation detailing the time and effort they 14 expended in pursuit of the litigation and the actions they took to benefit the settlement class 15 before final approval of the service award); Castro v. Paragon Indus., Inc., No. 1:19-cv-00755- 16 DAD-SKO, 2020 WL 1984240, at *17 (E.D. Cal. Apr. 27, 2020) (preliminarily approving 17 proposed $15,000.00 incentive award on the condition that plaintiff demonstrate at the final 18 approval stage that the requested award is commensurate with and does not dwarf the average or 19 median award received by the class and FLSA members). In assessing the appropriateness of 20 class representative enhancements or incentive payments, the Court must consider factors such as: 21 (1) the actions the plaintiff took to protect the interests of the class; (2) the degree to which the 22 class has benefitted from those actions; (3) the duration of the litigation and the amount of time 23 and effort the plaintiff expended in pursuing litigation; and (4) any notoriety or personal 24 difficulties encountered by the representative plaintiff. See Khanna v. Intercon Sec. Systems, Inc., 25 No. 2:09-CV-2214 KJM EFB, 2014 WL 1379861, at *10 (E.D. Cal. Apr. 8, 2014). 26 To substantiate Plaintiffs’ activities in this case, Class Counsel submitted a declaration 27 which states:

28 92. Plaintiffs, who have each worked diligently with Class Counsel 1 throughout this entire litigation, including taking numerous calls with Class Counsel, participating in responding to the Parties’ formal and informal 2 information exchange, and participating in the mediation and settlement negotiations, should be rewarded for taking the initiative to pursue these claims 3 on behalf of their former coworkers, and for their role in reaching a settlement providing for valuable monetary relief to the Class. 4 93. Plaintiffs will each apply for an Enhancement Payment. Because 5 Kryzhanovskiy has been involved in the matter since its inception, and thereby participated more substantially including responding to formal discovery (and 6 supplementing that discovery) and gathering relevant documents for production, will request an award in the amount of $10,000 (0.33% of the GSA). 7 Kryzhanovskiy further seeks a larger award as she remains employed by Amazon and thus faces increased danger of retaliation and reputational harm by 8 maintaining this litigation against her current employer.

9 94. Salazar also actively participated in the action, albeit starting at a later point in time. Salazar actively participated in the mediation session, its 10 preparations, and all negotiations that took place in its wake. Salazar will request an Enhancement Payment in the amount $7,500, or 0.25% of the $3,000,000 11 GSA.

12 (Baysinger Decl. ¶¶ 92-94.) 13 In supplemental briefing, Plaintiffs submitted declarations for each named plaintiff in 14 support of preliminary approval. (Docs. 57-2 and 57-4) Each of the declarations describe the 15 actions the individual Plaintiffs engaged in to support counsel. (See, e.g., Kryzhanovskiy Decl. ¶ 16 ¶12, 13 (detailing tasks); Salazar Decl. ¶ 9, 10 (listing the tasks she performed).) 17 At this stage, there is no indication the service awards constitute an improper award to 18 defeat preliminary approval. Based on the foregoing and for purposes of this preliminary 19 approval of the settlement, the Court finds the settlement terms are “within the range of possible 20 approval.” 21 E. Attorneys’ Fees 22 Class Counsel seeks approval of an attorneys’ fee award equal to one-third (1/3) of the 23 Gross Settlement Fund, which equates to $1,000,000 of the $3,000,000 Gross Settlement Fund. 24 Plaintiffs indicate that will seek distribution of attorneys’ fees of 90% to Mayall Hurley, P.C. and 25 10% to the Law Offices of Mark S. Adams.3 (Doc. 49-1 at p. 26.) 26 “In a certified class action, the court may award reasonable attorneys’ fees and nontaxable 27 3 According to the declaration of Mark S. Adams, Mayall Hurley and Plaintiff Kryzhanovskiy agreed that 28 he would receive 10% of the attorney fees awarded by the Court to Mayall Hurley. (Adams Decl. ¶ 15.) 1 costs that are authorized by law or by the parties’ agreement.” Fed. R. Civ. P. 23(h). “Where a 2 settlement produces a common fund for the benefit of the entire class, courts have discretion to 3 employ either the lodestar method or the percentage-of-recovery method” when determining the 4 reasonableness of a request for attorneys’ fees. Bluetooth Headset Prod. Liab. Litig., 654 F.3d at 5 942; Vizcaino v. Microsoft Corp., 290 F.3d 1043, 1047 (9th Cir. 2002) (concluding district court 6 has discretion in a common fund case to choose either the lodestar method or the percentage-of- 7 the-fund method when calculating reasonable attorneys’ fees). Under the percentage-of-recovery 8 method, 25% of a common fund is the benchmark for fee awards. See, e.g., In re Bluetooth, 654 9 F.3d at 942 (“[C]ourts typically calculate 25% of the fund as the ‘benchmark’ for a reasonable fee 10 award, providing adequate explanation in the record of any ‘special circumstances’ justifying a 11 departure.”). Under the lodestar method, a “lodestar figure is calculated by multiplying the 12 number of hours the prevailing party reasonably expended on the litigation (as supported by 13 adequate documentation) by a reasonable hourly rate for the region and for the experience of the 14 lawyer.” Id. at 941 (citing Staton, 327 F.3d at 965). The product of this computation, the 15 “lodestar” amount, yields a presumptively reasonable fee. Gonzalez v. City of Maywood, 729 F.3d 16 1196, 1202 (9th Cir. 2013); Camacho v. Bridgeport Fin., Inc., 523 F.3d 973, 978 (9th Cir. 2008). 17 The Ninth Circuit has recommended that district courts apply one method but cross-check the 18 appropriateness of the amount by employing the other as well. See Bluetooth, 654 F.3d at 944. 19 The 25% benchmark may be adjusted upward or downward based on (1) the results 20 achieved; (2) the risks of litigation; (3) the skill required and the quality of work; (4) the 21 contingent nature of the fee; (5) the burdens carried by counsel; and (6) the awards made in 22 similar cases. Vizcaino, 290 F.3d at 1048–50. 23 Results Achieved 24 Courts have recognized that the result achieved for the class is a major factor to be 25 considered in making a fee award. Hensley v. Eckerhart 461 U.S. 424, 436 (1983); Wilcox v. City 26 of Reno, 42 F.3d 550, 554 (9th Cir. 1994). The Ninth Circuit has observed that “[e]xceptional 27 results are a relevant circumstance” to an adjustment from the benchmark award. Vizcaino, 290 28 F.3d at 1048. 1 Plaintiffs contend that the settlement will convey significant monetary and nonmonetary 2 benefits upon the Class. Plaintiffs assert that the results of the Settlement are cognizably positive 3 for Class Members, particularly as compared to other settlements reached (and approved) in wage 4 and hour class action matters against Amazon entities. (Doc. 57, Baysinger Suppl. Decl. ¶¶ 39-48 5 (identifying other Amazon approved wage and hour class action settlements and fees awarded in 6 other cases).) As calculated by the Court, the class will receive a pre-tax recovery of 7 approximately $565.44 based on the Net Settlement Amount ($1,827,500.00 / 3,232 = $565.44). 8 Risks of Litigation 9 Risk is a relevant circumstance. See In re Pac. Enter. Sec. Litig., 47 F.3d 373, 379 (9th 10 Cir.1995) (holding fees justified “because of the complexity of the issues and the risks”). 11 Plaintiffs acknowledge that the issue of arbitration could have had a substantial impact on 12 the claims of the Class because it is believed that many Class Members executed Arbitration 13 Agreements with express class waiver provisions. (Baysinger Suppl. Decl. ¶ 26.) In addition, 14 Plaintiffs indicate that wage and hour matters against Amazon have cognizably more risk than 15 class actions against smaller employers who face fewer lawsuits. Because of the sheer volume of 16 cases, there is an ever-present and substantial risk that resolution of another (less focused and 17 more broad) pending action could have an adverse impact at any point during the process. 18 (Baysinger Suppl. Decl. ¶ 28.) Further, Plaintiffs declare that in the class action contingency 19 context, plaintiffs’ lawyers “undertake the obligation to finance the litigation and bear significant 20 risk in the event of an unsuccessful outcome, at trial or otherwise.” (Baysinger Suppl. Decl. ¶ 21 27.) 22 Skill and Quality of the Work 23 The Court does not doubt Class Counsel are experienced and skilled litigators. Further, 24 Mayall Hurley have identified extensive class, collective, and representative action litigation 25 experience. (Baysinger Suppl. Decl. ¶¶ 17-19.) 26 Contingent Nature of the Fee and Burdens Carried 27 “It is an established practice in the private legal market to reward attorneys for taking the 28 risk of non-payment by paying them a premium over their normal hourly rates for winning 1 contingency cases.” In re Washington Pub. Power Supply Sys. Sec. Litig., 19 F.3d 1291, 1299 2 (9th Cir. 1994). Thus, whether counsel have taken the case on a contingency fee basis must be 3 considered when deciding to vary from the 25% benchmark. Here, Class Counsel took this case 4 on a contingency fee basis. (Baysinger Suppl. Decl. ¶ 27) 5 Burdens Carried by Class Counsel 6 Class Counsel have provided information as to the costs in prosecuting this action, 7 indicating that they have incurred $24,462.43 actual costs in prosecution of this action. In 8 supplemental briefing, Class Counsel submitted documentation in support of their litigation costs 9 and expenses, identifying an amount less than the costs of up to $30,000 provided for in the 10 Settlement Agreement. (Baysinger Suppl. Decl. ¶ 51 and Ex. 8.) Plaintiffs expect that the costs 11 ultimately requested in conjunction with final approval will be less than $30,000; it is expected 12 that an additional amount of around $5,000.00 will be in the Net Class Settlement and distributed 13 to class members. (Id.) Plaintiffs’ Counsel have demonstrated their burden as to incurred costs 14 over the course of this litigation. 15 Awards Made in Similar Cases 16 As noted above, 25% is the Ninth Circuit’s “benchmark award for attorney[s’] fees.” 17 Hanlon, 150 F.3d at 1029. To support their claim for 1/3 of the Gross Settlement Fund, Plaintiffs 18 argue that courts routinely approve attorney’s fees of one-third to forty percent of the common 19 fund in comparable wage and hour class actions. Plaintiffs cite cases in which many courts 20 approved common fund fee awards equivalent to or greater than the percentage requested here, 21 and even when the award resulted in a substantial multiplier. See, e.g., Barbosa, 297 F.R.D. at 22 450 (collecting cases where court approved one-third fee in class action context); Wren v. RGIS 23 Inventory Specialists, 2011 WL 1230826, at *29 (N.D. Cal. 2011) (approving 42% fee); Singer v. 24 Becton Dickinson and Co., 2010 WL 2196104, at *8 (S.D. Cal. 2010) (approving fee award of 25 one-third; award was similar to awards in other cited wage and hour class action cases where fees 26 ranged from 30% to 40%); Vasquez v. Coast Valley Roofing, Inc., 266 F.R.D. 491-92 (E.D. Cal. 27 2010) (citing recent wage and hour class actions where district courts approved attorney fee 28 awards ranging from 30% to 33%); Cicero v. Directv, Inc., 2010 WL 2991486, at *6 (C.D. Cal. 1 2010) (noting that fees of one-third are common in wage and hour settlements below $10 2 million). (Doc. 49-1 at p. 26, n.9.) 3 Given that the percentage of the fund is above the Ninth Circuit’s benchmark, the Court 4 will conduct a cursory lodestar cross check. If a court applies the percentage method, it then 5 typically calculates the lodestar as a “cross-check to assess the reasonableness of the percentage 6 award.” See, e.g., Weeks v. Kellogg Co., No. CV-09-8102-MMM-RZx, 2013 WL 6531177, at *25 7 (C.D. Cal. Nov. 23, 2013); Suarez v. Bank of Am., Nat’l Ass’n, No. 18-CV-01202-LB, 2024 WL 8 150721, at *3 (N.D. Cal. Jan. 11, 2024). To guard against an unreasonable result, the Ninth 9 Circuit has encouraged district courts to cross-check any calculations done in one method against 10 those of another method. See Vizcaino, 290 F.3d at 1050–51. The “lodestar” approach calculates 11 attorney fees by multiplying the number of hours reasonably expended by a reasonable hourly 12 rate. Gonzalez, 729 F.3d at 1202; Camacho, 523 F.3d at 978. Where, as here, the lodestar is 13 employed to cross-check a percentage-of-fund determination, courts may do a rough calculation. 14 In re Toys R Us-Delaware, Inc.—Fair & Accurate Credit Transactions Act (FACTA) Litig., 295 15 F.R.D. 438, 460 (C.D. Cal. 2014). 16 In their supplemental briefing, Plaintiffs submitted information about the number of hours 17 worked and the attorney hourly rates. Mayall Hurley has devoted at total of 588.50 hours with a 18 lodestar of $508,518.15 based on varying hourly rates. (Baysinger Suppl. Decl. ¶ 34.) The 19 following chart provides a summary of the current lodestar calculated by counsel: 20 Timekeeper Experience Rate/Hour Hours Total

21 Jenny D. Baysinger 2007 $878 306.65 $269,238.70 (Shareholder) 22 Robert Wasserman 2008 $878 244 $214,232.00 (Shareholder) 23 Vladimir J. Kozina 2012 $878 13.20 $11,589.60 (Shareholder) 24 William J. Gorham 1990 $1,057 9.25 $9,777.25 (Shareholder/Managing 25 Partner) Anita Gorham $239.00 15.40 $3,680.60 26 (Paralegal) Total: 588.50 $508, 518.15 27 28 1 Additionally, Mark S. Adams has expended approximately 85 hours on this case with a 2 lodestar total of $89,845.00, based on an hourly rate of $1,057. (Adams Decl. ¶¶ 2, 3.) 3 Plaintiffs contend that the customary hourly rate in plaintiff’s employment class action 4 cases ranges from $878 per hour (for partners with more than 10 years’ experience litigating 5 plaintiffs’ employment cases) to $1,075 per hour (for a senior partner with over 30 years of 6 experience) and have been approved by numerous federal and state courts, including courts 7 within the Eastern District of California, citing the recent matters of Modica v. Iron Mountain 8 Information Management Services, Inc., United States District Court, Eastern District of 9 California Case No. 2:19-cv-00370-TLN-JDP and Wise v. ULTA Salon Cosmetics & Fragrance, 10 Inc., United States District Court, Eastern District of California Case No. 1:17-cv-00853-DAD- 11 EPG. (Baysinger Suppl. Decl. at ¶ 33.) 12 In the Fresno Division of the Eastern District of California, attorneys with twenty or more 13 years of experience are awarded $350.00 to $400.00 per hour. See, e.g., Leprino Foods Co. v. 14 JND Thomas Co., Inc., No. 1:16-CV-01181-LJO-SAB, 2017 WL 128502, at *13 (E.D. Cal. Jan. 15 12, 2017), report and recommendation adopted in part, No. 1:16-CV-01181-LJO-SAB, 2017 WL 16 432480 (E.D. Cal. Feb. 1, 2017) (finding $400.00 per hour a reasonable hourly rate for attorney 17 with more than thirty years of experience); Sanchez v. Frito-Lay, Inc., No. 1:14-CV-00797-AWI- 18 MJS, 2015 WL 4662636, at *18 (E.D. Cal. Aug. 5, 2015), report and recommendation adopted, 19 No. 1:14-CV-797-AWI-MJS, 2015 WL 5138101 (E.D. Cal. Aug. 26, 2015) (finding reasonable 20 rate for attorney with twenty years of experience was $350 per hour in a wage and hour class 21 action). Generally, “$300 is the upper range for competent attorneys with approximately a decade 22 of experience.” Barkett v. Sentosa Props. LLC, No. 1:14-CV-01698-LJO, 2015 WL 5797828, at 23 *5 (E.D. Cal. Sept. 30, 2015) (O’Neill, J.) (citing Silvester v. Harris, No. 1:11-CV-2137 AWI 24 SAB, 2014 WL 7239371, at *4 (E.D. Cal. Dec. 17, 2014). For attorneys with “less than ten years 25 of experience ... the accepted range is between $175 and $300 per hour.” Silvester, 2014 WL 26 7239371 at *4 (citing Willis v. City of Fresno, 1:09-cv-01766-BAM, 2014 WL 3563310 (E.D. 27 Cal. July 17, 2014). 28 Recent cases in this district have maintained the same hourly rates. Accord Deerpoint 1 Grp., Inc. v. Agrigenix, LLC, No. 1:18-cv-00536-AWI-BAM, 2022 WL 16551632, at *19 (E.D. 2 Cal. Oct. 31, 2022); Langer v. Cooke City Raceway, Inc., No. 1:21-CV-01488-JLT-BAK, 2022 3 WL 2966172, at *16 (E.D. Cal. July 27, 2022), report and recommendation adopted, No. 1:21- 4 cv-01488-JLT-BAK, 2022 WL 3348015 (E.D. Cal. Aug. 12, 2022); Webb v. Cty. of Stanislaus, 5 No. 1:19-cv-01716-DAD-EPG, 2022 WL 446050, at *6 (E.D. Cal. Feb. 14, 2022) (“In the Fresno 6 Division of the Eastern District of California, generally, attorneys with twenty or more years of 7 experience are awarded $325.00 to $400.00 per hour, attorneys with ten to twenty years of 8 experience are awarded $250.00 to $325.00, attorneys with five to ten years of experience are 9 awarded $225.00 to $250.00, and less than $200.00 for attorneys with less than five years of 10 experience.”) Finally, “[t]he current reasonable hourly rate for paralegal work in the Fresno 11 Division ranges from $75 to $150, depending on experience.” Silvester, 2014 WL 7239371, at *4 12 (citations omitted); cf. Franco v. Ruiz Food Prods., Inc., No. 1:10-cv-02354-SKO, 2012 WL 13 5941801, at *20 (E.D. Cal. Nov. 27, 2012) (approving a rate of “$100 per hour” for “legal 14 assistants”). 15 The rates Plaintiffs propose range from $878 per hour, at the low end, to $1,057 per hour, 16 at the high end. Counsels’ stated rates are high and above the upper limit of rates generally 17 accepted in this District. Therefore, the rates will be adjusted for purposes of the lodestar 18 calculation with a rate of $325 for Jenny Baysinger and Robert Wasserman, a rate of $300 for 19 Vladimir Kozina, a rate of $400 for William Gorham and Mark Adams, and a rate of $150 for 20 paralegal Anita Gorham. 21 In addition, the Court must also consider the reasonable number of hours spent. Mayall 22 Hurley expended 588.50 hours on the case. (Baysinger Suppl. Decl. ¶ 34.) Mark S. Adams 23 expended approximately 85 hours on the case. (Adams Decl. ¶ 2.) The total number of hours 24 worked is 673.50, which includes 15.40 hours of paralegal time. A cursory review of the types of 25 tasks performed, at least by Mayall Hurley, substantiates that the hours expended are reasonable. 26 (See Ex. 8 to Baysinger Suppl. Decl.) 27 Therefore, a rough lodestar calculation using the hourly rates identified by the Court 28 yields $222,931.25 in fees ($325 x 550.65 hours = $178,961.25; $300 x. 13.20 = $3,960; $400 x 1 94.25 = $37,700; $150 x. 15.40 = $2,310). Thus, using the rates accepted in this District, the 2 Court concludes that the lodestar cross-check does not support the requested award amount of 3 $1,000,000 in attorneys’ fees. 4 Beyond simply the multiplication of a reasonable hourly rate by the number of hours 5 worked, the court may enhance the lodestar with a multiplier. “Multipliers in the 3–4 range are 6 common in lodestar awards for lengthy and complex class action litigation.” Van Vranken v. Atl. 7 Richfield Co., 901 F. Supp. 294, 298 (N.D. Cal. 1995) (citing Behrens v. Wometco Enters., Inc., 8 118 F.R.D. 534, 549 (S.D. Fla. 1988)); see also Vizcaino, 290 F.3d at 1051–54 and n.6 (affirming 9 a 28% fee recovery, explaining that the 3.65 multiplier “was within the range of multipliers 10 applied in common fund cases” and recognizing that courts applied multipliers of 1.0 to 4.0 in 11 83% of 24 class action suits surveyed); In re Prudential Ins. Co. Am. Sales Practice Litig. Agent 12 Actions, 148 F.3d 283, 341 (3d Cir. 1998) (“[M]ultiples ranging from one to four are frequently 13 awarded in common fund cases when the lodestar method is applied.”) (citation omitted); Ferrell 14 v. Buckingham Prop. Mgmt., No. 1:19-cv-00332-JLT-BAK (EPG), 2022 WL 224025, at *3 (E.D. 15 Cal. Jan. 25, 2022). Based on the Court’s lodestar crosscheck, a multiplier of approximately 4.48 16 is necessary to reach the $1,000,000 in fees Class Counsel is actually requesting in this action. 17 This multiplier is above the range commonly approved. If the Court were to award the standard 18 25% ($750,000), then the multiplier for that award would be approximately 3.36, which is on the 19 high end, but nevertheless within the range of lodestar multipliers. The Court therefore concludes 20 that the lodestar crosscheck does not warrant an upward departure from the Ninth Circuit’s 25% 21 benchmark. Class Counsel’s requested 30% is not reasonable, and the Court preliminarily 22 approves attorneys’ fees at the benchmark rate of 25% ($750,000). 23 F. Costs 24 Rule 23(h) provides that, “[i]n a certified class action, the court may award reasonable 25 attorney’s fees and nontaxable costs that are authorized by law or by the parties’ agreement.” Fed. 26 R. Civ. P. 23(h). Counsel are entitled to reimbursement of the out-of-pocket costs they reasonably 27 incurred investigating and prosecuting the case. See In re Media Vision Tech. Sec. Litig., 913 F. 28 Supp. 1362, 1366 (N.D. Cal. 1996) (citing Mills v. Elec. Auto-Lite Co., 396 U.S. 375, 391–92 1 (1970)); see also Staton, 327 F.3d at 974. The Ninth Circuit has held that an award to a 2 prevailing party “can include reimbursement for out-of-pocket expenses including ... travel, 3 courier and copying costs.” Grove v. Wells Fargo Fin. Cal., Inc., 606 F.3d 577, 580 (9th Cir. 4 2010). Other recoverable expenses include expenses related to discovery and expenses related to 5 computerized research. See Harris v. Marhoefer, 24 F.3d 16, 19–20 (9th Cir. 1994) (noting that 6 “expenses related to discovery” are recoverable); Trs. Of Constr. Indus. & Laborers’ Health & 7 Welfare Trust v. Redland Ins. Co., 460 F.3d 1253, 1258-59 (9th Cir. 2006) (holding that 8 “reasonable charges for computerized research may be recovered.”); Hartless v. Clorox Co., 273 9 F.R.D. 630, 646 (S.D. Cal. 2011) (holding that consulting fees as costs were reasonable because 10 the evidence was necessary to negotiate a settlement). 11 Plaintiffs seek up to $30,000 in costs. (Doc. 49-1 at p. 26.) As previously noted, Class 12 Counsel indicate that they have incurred $24,462.43 actual costs in prosecution of this action. In 13 supplemental briefing, Class Counsel submitted documentation in support of their litigation costs 14 and expenses, identifying an amount less than the costs of up to $30,000 provided for in the 15 Settlement Agreement. (Baysinger Suppl. Decl. ¶ 51 and Ex. 8.) Plaintiffs expect that the costs 16 ultimately requested in conjunction with final approval will be less than $30,000; it is expected 17 that an additional amount of around $5,000.00 will be in the Net Class Settlement and distributed 18 to class members. (Id.) Having reviewed the documents submitted, and given the anticipated 19 distribution of additional amount for distribution to class members, the Court approves the 20 request for costs on a preliminary basis. 21 I. Notice Requirements 22 Under Rule 23(c)(2)(B), “the court must direct to class members the best notice that is 23 practicable under the circumstances, including individual notice to all members who can be 24 identified through reasonable effort.” Fed. R. Civ. P. 23(c)(2)(B). The Rule directs: The notice 25 must clearly and concisely state in plain, easily understood language: (i) the nature of the action; 26 (ii) the definition of the class certified; (iii) the class claims, issues, or defenses; (iv) that a class 27 member may enter an appearance through an attorney if the member so desires; (v) that the court 28 will exclude from the class any member who requests exclusion; (vi) the time and manner for 1 requesting exclusion; and (vii) the binding effect of a class judgment on members under Rule 2 23(c)(3). “Notice is satisfactory if it generally describes the terms of the settlement in sufficient 3 detail to alert those with adverse viewpoints to investigate and to come forward and be heard.” 4 Churchill Vill., L.L.C. v. Gen. Elec., 361 F.3d 566, 575 (9th Cir. 2004) (citation and internal 5 quotations omitted). 6 The proposed, amended Notice Packet here complies with Rule 23(c)(2). (Doc. 57, Ex. 9 7 to Baysinger Suppl. Decl. (“Notice Packet”).) The Notice Packet includes the nature of the 8 action, the class definition, the class claims, the terms of the settlement, and information that the 9 class member may be represented by an attorney, the binding effect of the class judgment, how 10 and when to opt-out, and how to object to the settlement. The Rule 23 notice also provides 11 information regarding the final approval hearing. 12 In addition, the parties agree the “best form of notice practicable” is to send the Notice 13 Packet via first-class U.S. Mail to the most current, known mailing addresses of class member as 14 indicated by Defendants’ business records and a search of the United States Postal Service 15 National Change of Address. (SA ¶¶ 53-55.) Atticus will mail the Notice Packet to each class 16 member. Atticus will use the National Change of Address database to verify the accuracy of all 17 addresses on the Class List before the initial mailing date. With respect to any returned envelopes, 18 Atticus will perform a skip-trace procedure to obtain a current address. Atticus will provide all 19 counsel with a weekly report that certifies the number of Class Members who have submitted a 20 valid Request for Exclusion, Objection, and whether any Class Member submitted a challenge to 21 any information contained in the Notice Packet. 22 Under the Settlement Agreement, class members do not have to submit claims to receive 23 payment; instead, they are identified through Defendants’ employment records, receive a notice 24 calculating each member’s potential award based on how many workweeks worked during the 25 class period (as determined by the employment records), and are given an opportunity to dispute 26 the calculations. 27 The Court finds the notice and the method of delivery is appropriate and appears to be the 28 “best notice that is practicable under the circumstances.” Fed. R. Civ. P. 23(c)(2)(B). The Court 1 also finds it significant that there is no opt-in procedure here, as Class Members do not have to 2 confirm workweeks or take other action to have a check mailed to them, and there is no reversion 3 to Defendants. 4 CONCLUSION AND ORDER 5 For the reasons stated, the Court will grant in part Plaintiffs’ motion for preliminary 6 approval of the settlement. With the exception of requested attorneys’ fees, the Court 7 preliminarily concludes that the proposed settlement, on the current record, is “fair, reasonable, 8 and adequate” within the meaning of Rule 23(e)(2). 9 Accordingly, IT IS HEREBY ORDERED that: 10 1. The motion for preliminary approval of the proposed settlement (Doc. 49), as 11 supplemented, is GRANTED IN PART; 12 2. A hearing on the Final Approval of the settlement (“Final Approval Hearing”) shall be 13 held before the Honorable Barbara A. McAuliffe in Courtroom 8 of the United States District 14 Court for the Eastern District of California located at 2500 Tulare Street, Sixth Floor, Fresno, 15 California, 93721 on September 10, 2024, at 9:00 a.m. to determine: whether the proposed 16 Settlement, on the terms and conditions provided for in the Settlement Agreement, is fair, 17 reasonable, and adequate and whether said Settlement should be finally approved by the Court. 18 The Court may adjourn or continue the Final Approval Hearing without further notice to the Class 19 Members; 20 3. The following persons are conditionally certified as Class Members solely for the 21 purpose of entering a settlement in this matter:

22 All current and former non-exempt employees of Defendants in California between July 22, 2017 and November 7, 2023 who received a Signing 23 Bonus and/or On Sign Bonus in the same workweek as he/she worked overtime, including double-time (the “Settlement Class”). 24 25 4. The Court finds that, for settlement purposes only, the Settlement Class meets the 26 requirements for certification under Rule 23 of the Federal Rules of Civil Procedure in that: (1) 27 the Class is ascertainable and so numerous that joinder of all members of the Class is 28 impracticable; (2) there are common questions of law and fact, and the questions of law and fact 1 common to the Class predominate; (3) Plaintiffs’ claims are typical of the claims of the members 2 of the Class; (4) Plaintiffs will fairly and adequately protect the interests of the members of the 3 Class; and (5) a class action is superior to other available methods for the efficient adjudication of 4 the controversy. 5 5. The Court finds that, on a preliminary basis, that the Settlement Agreement, entered 6 into among the parties and their counsel, is fair, adequate and reasonable. It further appears to the 7 Court that the parties conducted investigation and research, and that they were able to reasonably 8 evaluate their position and the strengths and weaknesses of the claims. The parties have provided 9 the Court with enough information about the nature and magnitude of the claims being settled, as 10 well as the impediments to recovery, to make an independent assessment of the reasonableness of 11 the terms to which the parties have agreed. Settlement now will avoid additional and potentially 12 substantial litigation costs, as well as delay and risks if the parties were to continue to litigate this 13 case. It further appears that the Settlement has been reached as the result of intensive, serious, and 14 non-collusive arms-length negotiations, and was entered into in good faith. 15 6. The Court preliminarily finds that the Settlement, which provides for a Gross 16 Settlement Fund of $3,000,000 for approximately 3,232 Class Members, appears to be within 17 the range of reasonableness of a settlement that could ultimately be given final approval by this 18 Court. The Maximum Settlement Amount includes all attorneys’ fees, litigation costs, 19 Settlement Administration Costs, and Plaintiffs’ Enhancement Payments. 20 7. The Court hereby preliminarily approves, in part, Class Counsel’s request for attorneys’ 21 fees in the amount of $750,000.00 and costs in an amount up to $30,000.00 to be paid out of the 22 Maximum Settlement Amount. 23 8. The Court hereby preliminarily approves the Class Representative Enhancement 24 Payment in the total amount of $17,500.00 to be paid out of the Gross Settlement Fund. 25 9. Atticus Class Action Administration is appointed to act as the Administrator, pursuant 26 to the terms set forth in the Settlement Agreement. 27 10. Plaintiffs Leilani Kryzhanovskiy and Patricia Salazar are appointed the Class 28 Representatives and the representatives of the Settlement Class for settlement purposes only; 1 11. Plaintiffs’ Counsel, Mayall Hurley, P.C. and the Law Offices of Mark S. Adams, are 2 appointed Class Counsel; Class Counsel are authorized to act on behalf of the Class 3 Representatives and the Settlement Class with respect to all acts or consents required by or which 4 may be given pursuant to the Settlement and such other acts reasonably necessary to consummate 5 the Settlement; the authority of Class Counsel includes entering into any necessary modifications 6 or amendments to the Settlement on behalf of the Class Representatives and the Settlement Class 7 which they deem appropriate; 8 12. The settlement of Plaintiffs’ California Labor Code Private Attorney General Act 9 (“PAGA”) claim is fair and reasonable, and the Court preliminarily approves the Settlement and 10 release of that claim as well as the PAGA Allocation in the amount of $100,000, which includes 11 payment to the LWDA and to the PAGA Settlement Class Members; 12 13. The Court hereby approves, as to form and content, the Notice Packet attached as 13 Exhibit 9 to the Supplemental Declaration of Jenny Baysinger. (Doc. 57.) The rights of any 14 potential objectors to the proposed Settlement are adequately protected in that they may exclude 15 themselves from the Settlement and proceed with any alleged claims they may have against 16 Defendants, or they may object to the Settlement and appear before this Court. However, to do so, 17 they must follow the procedures outlined in the Settlement Agreement which are set out in the 18 Notice Packet. 19 14. The Court finds that the mailing of the Notice Packet substantially in the manner and 20 form as set forth in the Settlement Agreement and this Order meets the requirements of Federal 21 Rules of Civil Procedure, Rule 23 and due process, and is the best notice practicable under the 22 circumstances, and shall constitute due and sufficient notice to all persons entitled thereto. 23 15. The Court finds that the notice of settlement that Class Counsel provided to the 24 LWDA satisfies the notice requirements of the California Private Attorneys General Act. 25 IT IS SO ORDERED. 26

27 Dated: March 22, 2024 /s/ Barbara A. McAuliffe _ UNITED STATES MAGISTRATE JUDGE 28