Case 3:04-cv-01133 Document 35 Filed 10/14/2005 Page 1 of 22

IN THE UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION

GEORGE “CHIP” PENNINGTON,
PLAINTIFF,
v.
CENDANT CORPORATION, FAIRFIELD RESORTS, INC., JOHN “DAVE” LABELLE, DANNY HIGDON, AND SHARON BARNES
DEFENDANTS.

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CIVIL NO. 3:04-1133

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JUDGE HAYNES

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JURY DEMAND

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THIRD AMENDED COMPLAINT

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Plaintiff George “Chip” Pennington (“Plaintiff” or “Mr. Pennington”), by and through undersigned counsel, files this Complaint against Corporate Defendants Cendant Corporation (“Cendant Corp.”) and Fairfield Resorts, Inc. (“Fairfield”) (both Corporate Defendants will be referred to as “Cendant”) and Individual Defendants John “Dave” Labelle, Danny Higdon, and Sharon Barnes (collectively both the Corporate and Individual Defendants will be referred to as “Defendants”), and states the following: I. INTRODUCTION
1. This is an action for declaratory judgment, equitable relief and money damages, instituted to secure the protection of and to redress the deprivation of rights secured through Title VII of the Act of Congress commonly known as “The Civil Rights Act of 1964,” 42 U.S.C. §§ 2000(e) et seq., as amended, (“Title VII”), and the Tennessee Human Rights Act, Tenn. Code Ann. §§ 4- 21-101 et seq., and common law claims which provide for relief against unlawful retaliation, intentional or reckless infliction of emotional distress, negligent and/or wanton

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supervision, training and retention and negligent and/or wanton hiring. Plaintiff seeks compensatory and punitive damages and requests a jury trial. II. JURISDICTION AND VENUE
2. Jurisdiction of this Court is invoked pursuant to 28 U.S.C. §§ 1331, 1343(a)(4), and Title VII. This Court also has supplemental jurisdiction over all state law claims alleged in this Complaint under 28 U.S.C. § 1367.
3. Venue is proper in this Court in the Middle District of Tennessee pursuant to 28 U.S.C. § 1391(b) and 42 U.S.C. §2000e-5(f). The unlawful employment actions alleged herein were committed by Defendants in the city of Nashville, Tennessee. Fairfield transacts business in the State of Tennessee and the events giving rise to this claim occurred in the State of Tennessee. Plaintiff resides in Tennessee and is working for Fairfield in Tennessee. Most of the records pertaining to Plaintiff’s employment are or were maintained in Tennessee.
4. Plaintiff requests a jury trial on all issues. III. PARTIES
A. George “Chip” Pennington 5. Mr. Pennington brings this action against Defendants under Title VII, the Tennessee Human Rights Act and under the common law to redress Defendants’ employment discrimination against him through unlawful retaliation, intentional or reckless infliction of emotional distress, negligent and/or wanton supervision, training and retention and negligent and/or wanton hiring. Mr. Pennington is a person aggrieved under Title VII and was subjected to a hostile work environment and unlawful retaliation by the Defendants. Mr. Pennington seeks equitable and legal remedies, including declaratory relief, back pay, front pay, compensatory, punitive and nominal damages, an award of attorneys’ fees, costs and expenses, pre-judgment
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and post-judgment interest and other incidental monetary and non-monetary remedies necessary to redress Defendants’ unlawful actions against him.
B. Defendants 6. Defendant Cendant Corp. is one the world’s largest providers of real estate and travel-related consumer and business services. Cendant Corp. is incorporated under the laws of the State of Delaware and its corporate headquarters are located at 9 West 57th Street, New York, New York 10019. Cendant Corp. transacts its business in the State of Tennessee, throughout the United Sates and other locations throughout the world. Cendant Corp. is an employer under 42 U.S.C. § 2000e(b) and under the Tennessee Human Rights Act. 7. Defendant Fairfield is a wholly owned subsidiary of Cendant Corp. Fairfield Resorts is one of the leading resort and vacation product companies in the world, specializing in the development, marketing and sales of innovative vacation ownership and leisure products. Fairfield Resorts transacts business in the State of Tennessee, has multiple facilities throughout the State of Tennessee and its national corporate headquarters are located at 8427 South Park Circle, Orlando, Florida 32819. Fairfield Resorts is an employer under 42 U.S.C. § 2000e(b) and under the Tennessee Human Rights Act. 8. Cendant Corp.’s facility in Nashville, Tennessee, where Plaintiff works is part of Fairfield’s “Mid-South” business unit. Fairfield has five additional business units: West, Pacific, Southeast, Mid Atlantic and Northeast. 9. Cendant Corp. manages, oversees, designs policies for and/or makes decisions for Fairfield Resorts. Some of the discriminatory actions described in this Complaint were authorized, ordered and/or executed by Cendant Corp.’s officers, agents, employees and/or representatives.
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10. Defendant John “Dave” LaBelle (“LaBelle”) has worked for Cendant from approximately 1995 to the present in the capacities of Front-Line Sales Representative, Director of Front-Line Sales and Vice President of Sales and Marketing. LaBelle is sued in his individual capacity.
11. Defendant Danny Higdon (“Higdon”) worked for Cendant from at least 1995 until at least 2002 in the capacities of Front-Line Sales Manager, Vice President of Sales and Marketing and National Recruiter/Trainer. Higdon is sued in his individual capacity.
12. Defendant Sharon Barnes (“HR Director Barnes”) has worked for Cendant from 1999 in the capacities of Human Resources Representative, Regional Human Resources Manager and Director of Human Resources. HR Director Barnes is sued in her individual capacity. IV. PROCEDURAL HISTORY
13. Plaintiff has satisfied all administrative prerequisites for filing suit under Title VII. On or about August 10, 2004, Mr. Pennington timely filed a Charge of Discrimination (Charge No. 253-2004-02994) with the United States Equal Employment Opportunity Commission (“EEOC”) alleging retaliation by Defendant.
14. On December 6, 2004, the EEOC issued Mr. Pennington a Notice of Right to Sue against Fairfield. Mr. Pennington timely instituted a law suit, Wilson, et al. v. Fairfield Resorts, Inc., et al., Civil No. 3:04-1133, (“Wilson case”) within 90 days of his receipt of the Notice of Right to Sue.
15. On July 12, 2005, Judge Haynes issued an Order Preliminarily Approving the Proposed Consent Decree (“Order”) in the Wilson case, which severed Mr. Pennington’s claims from the Wilson action.
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16. Pursuant to Judge Haynes’ Order, Mr. Pennington filed his Second Amended Complaint within thirty (30) days following the date of the Order on August 11, 2005. V. FACTUAL BACKGROUND
17. Mr. Pennington began working in Cendant’s facility in Nashville, Tennessee in approximately June 1996 in the capacity of Sales Representative. During his career, Mr. Pennington worked in the capacities of Sales Manager, Senior Sales Manager, Director of FrontLine Sales, In-House Sales Representative and In-House Sales Manager.
18. Throughout his employment at Cendant’s Nashville facility, Mr. Pennington has witnessed gender discrimination against female employees and sexual hostility in the workplace. For example:
a. Mr. Pennington regularly heard sexually suggestive comments at Cendant’s Nashville facility;
b. Mr. Pennington heard jokes being made during sexual harassment training sessions;
c. Mr. Pennington heard reports that Cendant employees engaged in sex acts at Cendant’s Nashville facility;
d. Mr. Pennington overheard a male Sales Representative make sexually suggestive comments;
e. Mr. Pennington heard Pat Doyle (“Doyle”), a male Front-Line Director of Sales, Sales Trainer and Sales Manager, make degrading comments towards women, blacks and Jewish people at sales meetings;
f. Jennifer Rodriguez, a female employee, complained to Mr. Pennington that Doyle repeatedly asked her out on dates even though she always declined;
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g. Mr. Pennington heard Brian Kemp, a male In-House Sales Representative, brag about and showing a sexually explicit videotape at Cendant’s Nashville facility; and
h. Mr. Pennington also heard that a male In-House Sales Manager played sexually explicit videos in his office.
19. Mr. Pennington repeatedly complained to his superiors and Human Resources Director Sharon Barnes (“HR Director Barnes”) about the sexual harassment, and unfair and discriminatory treatment of Cendant’s female employees. Upon information and belief, no remedial action was taken.
20. As a result of Mr. Pennington’s opposition to sexual harassment and gender discrimination at Cendant, Mr. Pennington was subjected to retaliation.
21. Specifically, in late 1999, Mr. Pennington complained to Vice President of Sales Danny Higdon (“Higdon”) about the inappropriate conduct of Front-Line Director of Sales Pat Doyle. Mr. Pennington told Higdon that Doyle had routinely made offensive comments during sales meetings and, further, that he had observed Doyle harass female employee Jennifer Rodriguez (“Ms. Rodriguez”).
22. Further, Mr. Pennington was aware that Doyle repeatedly asked Ms. Rodriguez to go out on dates with him and made sexually inappropriate comments to Ms. Rodriguez when they worked together. Mr. Pennington urged Higdon to reprimand Doyle for his behavior and remove him from his Director position.
23. In response to Mr. Pennington’s complaint about Doyle, Higdon claimed that he could not do anything to correct Doyle’s conduct.
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24. It was not until after Ms. Rodriguez filed a Charge of Discrimination with the EEOC in August 2000 that Higdon took steps to remedy the situation by removing Doyle from his position as Front-Line Director of Sales.
25. Following Mr. Pennington’s complaints about Doyle, he began to be subjected to harsh and unfair treatment by Higdon.
26. Specifically, Higdon made false statements about Mr. Pennington’s work performance and made unsubstantiated allegations that Mr. Pennington exhibited insubordinate and disrespectful behavior.
27. In 2002, Higdon met with Mr. Pennington and told him that he intended to terminate him. Higdon did not explain why he wanted to fire him. Mr. Pennington strongly objected to Higdon’s decision because it was completely unjustified.
28. Eventually, Mr. Pennington spoke with Cendant’s Senior Vice President of Operations, Wilson Moore, who told Mr. Pennington that he could remain with Cendant if he worked at a different site.
29. Mr. Pennington proceeded to interview for several positions and later was offered and accepted a Front-Line Sales Manager position at Cendant’s Daytona Beach, Florida facility. Mr. Pennington agreed to accept the transfer and a large pay cut to avoid losing his job.
30. By early 2003, Mr. Pennington had been promoted to work as a Senior Sales Manager at Cendant’s Daytona facility.
31. In March 2003, Mr. Pennington was recruited to return to Cendant’s Nashville facility by Bobby Copeland to work as the Front-Line Director of Sales under Vice President of Sales Dave LaBelle (“LaBelle”).
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32. Soon after he returned to Nashville, in approximately April 2003, Mr. Pennington noticed that LaBelle routinely hugged female employees in a very aggressive, sexual manner.
33. Several women also complained to Mr. Pennington about LaBelle’s hugs. 34. Mr. Pennington also witnessed LaBelle’s inappropriate conduct during meetings. Specifically, Mr. Pennington witnessed that during sales meetings LaBelle often made offensive and highly inappropriate statements about female employees. 35. Mr. Pennington reported LaBelle’s behavior to HR Director Barnes and told her that he believed LaBelle’s conduct was inappropriate and should be stopped. 36. Shortly after complaining to HR Director Barnes about LaBelle’s conduct, Mr. Pennington once again began to experience retaliation. 37. In approximately April 2003, Labelle told Mr. Pennington to promote Mickey Ruggiero (“Ruggiero”), who worked at that time as an In-House Sales Representative, to a FrontLine Sales Manager position. 38. Mr. Pennington told LaBelle that he did not want to promote Ruggiero because he felt it would create additional legal problems Cendant. Mr. Pennington explained to LaBelle that he had personally witnessed Ruggiero lie to customers in order to make sales. Mr. Pennington was also aware of Ruggiero’s questionable work ethics, unmanaged temper and sexually threatening behavior towards Cendant’s female employees. 39. Further, Ruggiero threatened Mr. Pennington and told him how to do his job even though Mr. Pennington was Ruggiero’s superior. 40. After Mr. Pennington objected to Ruggiero’s promotion, LaBelle began retaliating against him by withholding the managerial and decision-making support necessary for
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Mr. Pennington to carry out his duties. LaBelle did, however, provide this support to his other Managers.
41. In approximately April 2003, Ruggiero began continually harassing a female employee, Andrea Brichant Wessells (“Ms. Brichant”). Mr. Pennington reported this and subsequent harassment matters to Tim Hurley (“Hurley”), former Director of In-House Sales at Cendant’s Nashville facility, and HR Director Barnes.
42. Ruggiero’s harassment of Ms. Brichant escalated to such a degree that Mr. Pennington reported Ruggiero’s ongoing harassment to Hurley and requested that Hurley keep Ruggiero separated from Ms. Brichant while they were at work.
43. Further, on at least one occasion, Ms. Brichant complained to Mr. Pennington that Ruggiero would stand near her desk and stare at her, tell her that he loved her and try to hug her.
44. However, when Mr. Pennington reported this behavior to LaBelle, LaBelle did not discipline Ruggiero and, instead, instructed Mr. Pennington to issue Ms. Brichant a written disciplinary notice for being “negative” and causing trouble.
45. Mr. Pennington refused to issue Ms. Brichant a disciplinary notice because he had not witnessed her causing any trouble. Mr. Pennington also told LaBelle that Ms. Brichant was no more negative than the male Sales Representatives in her department.
46. LaBelle told Mr. Pennington that he should not trust Ms. Brichant and that he should get rid of her because Ms. Brichant was untrustworthy and caused trouble. Mr. Pennington stated that there was no reason to fire Ms. Brichant and that he had not observed her doing anything wrong.
47. After Mr. Pennington refused to fire Ms. Brichant, LaBelle’s retaliation against Mr. Pennington worsened.
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48. Specifically, LaBelle did not assist Mr. Pennington in disciplining Rob Crawford (“Crawford”), a male Marketing Manager, for failing to follow sales procedures.
49. Mr. Pennington contacted HR Director Barnes on multiple occasions regarding LaBelle’s lack of managerial support. HR Director Barnes told him to discuss his concerns directly with LaBelle. Mr. Pennington’s concerns were never addressed.
50. LaBelle, however, continued ignoring Mr. Pennington’s requests for assistance and his work-related suggestions to improve the working conditions at the Cendant Nashville facility.
51. In addition, LaBelle refused to address or even discuss Mr. Pennington’s salary and pay issues, even though HR Director Barnes told Mr. Pennington that LaBelle would handle these matters.
52. Further, in approximately August 2003, Mr. Pennington assisted female Sales Representative, Teresa Faw (“Ms. Faw”), who had become severely ill while at work. Specifically, Ms. Faw asked Mr. Pennington if she could leave for the day. Ms. Faw informed Mr. Pennington that she had been told earlier by Manager Mike Thompson (“Thompson”) that she was not allowed to leave the building because she had arrived late to work that day.
53. Mr. Pennington recognized that Ms. Faw was very ill and unable to perform her duties so he granted her request to leave early. Mr. Pennington was retaliated against as a result of his assistance to Ms. Faw and his refusal to condone Thompson’s unfair and discriminatory treatment of Ms. Faw.
54. Specifically, despite Mr. Pennington telling LaBelle on a previous occasion that he would never want to work as an In-House Sales Representative, LaBelle demoted Mr.
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Pennington to an In-House Sales Representative position in approximately January 2004. LaBelle refused to provide Mr. Pennington with any other options.
55. Later, in approximately November 2004, Mr. Pennington applied for an In-House Sales Manager position with Cendant. LaBelle refused to support Mr. Pennington’s advancement and did not recommend that he be promoted to the Manager position. Despite LaBelle’s lack of support, Mr. Pennington interviewed and was awarded the position.
56. Mr. Pennington has worked as an In-House Sales Manager since approximately December 2004. As a result of his filing this lawsuit on December 22, 2004, Mr. Pennington has continued to experience retaliation, hostility and differential treatment from his superiors, including, but not limited to, Vice President LaBelle.
57. Specifically, Mr. Pennington is continually denied advancement and promotional opportunities. Since filing his lawsuit, Mr. Pennington has not been given the opportunity to fill out an “expandability profile,” which would allow Mr. Pennington to express interest in promotions and apply for job openings. Because he has been unable to submit his expandability profile, Mr. Pennington has been denied the opportunity to advance at Cendant.
58. Moreover, LaBelle routinely makes degrading and offensive remarks about Mr. Pennington’s job performance. Specifically, at recent Awards dinners, LaBelle has given speeches in which he says that he has never before had qualified employees in the “Director of Sales” position. Mr. Pennington recognizes that LaBelle is referring to him when LaBelle makes these insulting comments during his speeches because he previously worked as In-House Director of Sales under LaBelle before being demoted in January 2004.
59. Further, LaBelle has recently told new employees that the Cendant Nashville facility’s weak link is its Sales Managers. Mr. Pennington infers that LaBelle’s disrespectful,
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degrading comments about Sales Managers are directed at him because he is currently an InHouse Sales Manager.
60. Mr. Pennington is also often subjected to more harsh disciplinary standards than other similarly situated Sales Managers. For example, Mr. Pennington was reprimanded for failing to complete his weekly reports and was pressured by his superiors to come in after normal work hours to fill out his reports. However, two other Sales Managers had also not filled out their reports, yet these Managers were neither made to work after normal work hours to complete these reports, nor were they reprimanded. Upon information and belief, one of these Sales Managers had not completed his weekly reports in nearly three weeks.
61. Currently, Mr. Pennington is the only Sales Manager who has not been given his own office telephone to use and has not been issued a telephone extension at which he can be reached. Further, despite the fact that Mr. Pennington has been with Cendant for nearly ten years, he currently shares an office with another Manager.
62. As a result of Mr. Pennington’s continued refusal to tolerate, condone or ratify discriminatory and harassing conduct against female employees at Cendant’s Nashville facility, Mr. Pennington continues to be retaliated against.
63. Mr. Pennington has suffered emotional distress and emotional injury as a result of the hostile work environment and retaliation that he currently experiences at Cendant. VI. CAUSES OF ACTION
COUNT I VIOLATION OF TITLE VII, 42 U.S.C. §§ 2000e et seq.
RETALIATION (AGAINST CORPORATE DEFENDANTS) 64. Mr. Pennington re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein.
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65. The Corporate Defendants named in this count have retaliated against Mr. Pennington because he insisted upon a work environment free of sexual harassment and gender discrimination and also because he complained about sexual harassment and gender discrimination.
66. Corporate Defendants have retaliated against Mr. Pennington by demoting him to positions in which his monthly income was significantly reduced, by denying him promotions for which he was qualified and by subjecting him to other adverse terms and conditions of employment in violation of Title VII.
67. Such conduct directly and proximately caused Mr. Pennington to suffer loss of wages, loss of earning capacity and loss of other of employment.
68. Such conduct directly and proximately caused Mr. Pennington to suffer severe emotional distress for which he claims compensatory and punitive damages from these Defendants.
69. These Defendants’ actions were intentional, willful, malicious, reckless and done with callous disregard for the harm caused to Mr. Pennington.
70. By reason of the retaliation suffered at Cendant, Mr. Pennington is entitled to all legal and equitable remedies available under Title VII.
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COUNT II VIOLATION OF TITLE VII, 42 U.S.C. §§ 2000e et seq.
HOSTILE WORK ENVIRONMENT (AGAINST CORPORATE DEFENDANTS) 71. Mr. Pennington re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 72. Corporate Defendants have subjected Mr. Pennington to a hostile work environment in violation of Title VII. 73. Corporate Defendants have denied Mr. Pennington his personal right to work in an environment free of sexual harassment and gender discrimination. 74. Corporate Defendants’ discriminatory practices have been, and continue to be, sufficiently severe or pervasive to create an environment that is both subjectively and objectively hostile and abusive, and Corporate Defendants tolerated, condoned, ratified, and/or engaged in the hostile work environment, or, in the alternative, knew or should have known of its existence and failed to take remedial action. 75. By reason of the continuous nature of Corporate Defendants’ discriminatory conduct, persistent throughout Mr. Pennington’s employment, Mr. Pennington is entitled to application of the continuing violations doctrine to all violations herein. 76. Corporate Defendants’ conduct in violation of Title VII has injured and damaged Mr. Pennington. 77. Mr. Pennington has suffered and continues to suffer harm, including, but not limited to, a working environment heavily charged with sexual harassment and gender discrimination, resulting largely from the rampant sexual harassment and management’s awareness of, participation in, and/or lack of response to the hostile working conditions.
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78. By reason of Corporate Defendants’ conduct as alleged herein, Mr. Pennington is entitled to all legal and equitable remedies available for violations of Title VII.
COUNT III NEGLIGENT AND/OR WANTON SUPERVISION, TRAINING AND RETENTION
(AGAINST ALL DEFENDANTS) 79. Mr. Pennington re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 80. This claim arises under the law of the State of Tennessee to redress the negligent and/or wanton supervision, training and retention of male employees and managers by the Defendants named in this count. 81. The Defendants named in this count negligently and/or wantonly failed to adequately supervise, or train their male employees and managers and retained male employees or managers who committed unlawful acts, which directly and proximately caused the hostile work environment and retaliation suffered by Mr. Pennington. 82. These Defendants took insufficient action, if any, to stop the harassing and/or discriminatory conduct of its employees. 83. Such conduct directly and proximately caused Mr. Pennington to suffer great emotional distress for which he claims compensatory and punitive damages from Defendants.
COUNT IV NEGLIGENT AND/OR WANTON HIRING
(AGAINST ALL DEFENDANTS) 84. Mr. Pennington re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein.
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85. This claim arises under the law of the State of Tennessee to redress the negligent and/or wanton hiring of male employees and managers by Defendants named in this count.
86. Various employees of Corporate Defendants were unfit for particular jobs in which they were employed.
87. Certain applicants hired by the Defendants named in this count posed an unreasonable risk to others.
88. The Defendants named in this count knew or should have known that the historical wrongdoing of these applicants would likely be repetitive.
89. Such conduct proximately and directly caused Mr. Pennington to suffer severe emotional distress for which he claims compensatory and punitive damages from Defendants.
COUNT V INTENTIONAL OR RECKLESS INFLICTION OF EMOTIONAL DISTRESS
(AGAINST ALL DEFENDANTS) 90. Mr. Pennington re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 91. This claim arises under the laws of the State of Tennessee to redress intentional or reckless infliction of emotional distress violations by the Individual Defendants upon Mr. Pennington and Corporate Defendants’ ratification of that conduct. 92. The Individual Defendants intentionally or recklessly inflicted emotional distress upon Mr. Pennington. The Corporate Defendants allowed Mr. Pennington to be subjected to a hostile work environment and retaliation by his supervisors and/or co-workers and thus suffer severe emotional distress. 93. The conduct of Defendants’ employees was so extreme and outrageous that it clearly exceeded the bounds of decency, making this behavior intolerable in a civilized society.
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94. This intentional or reckless infliction of emotional distress resulted in severe mental injuries to Mr. Pennington.
95. Such conduct directly and proximately caused Mr. Pennington to suffer humiliation, embarrassment, degradation, shock, outrage and serious emotional distress for which he claims compensatory and punitive damages from Defendants.
COUNT VI NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS
(AGAINST ALL DEFENDANTS) 96. Mr. Pennington re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 97. This claim arises under the laws of the State of Tennessee to redress negligent infliction of emotional distress suffered by Mr. Pennington and Defendants’ ratification of that conduct. 98. The Individual Defendants negligently inflicted emotional distress on Mr. Pennington. The Corporate Defendants allowed Mr. Pennington to be subjected to a hostile work environment and retaliation by his supervisors and/or co-workers and thus suffer severe emotional distress. 99. As a proximate and foreseeable result of Defendants’ negligence, Mr. Pennington has suffered emotional injury by witnessing other employees of Defendants being discriminated against on the basis of their gender, sexually harassed, subjected to a hostile work environment, retaliated against, and/or suffering other serious injury. 100. The severe emotional injury suffered by Mr. Pennington is supported by expert medical evidence. 101. Defendants knew, or should have known, of its employees’ unlawful conduct.
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102. Defendants condoned, authorized and/or ratified that conduct. 103. Such conduct directly and proximately caused Mr. Pennington to suffer shock, outrage and serious emotional distress for which he claims compensatory and punitive damages from Defendants.
COUNT VII RESPONDEAT SUPERIOR (AGAINST CORPORATE DEFENDANTS) 104. Mr. Pennington re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 105. This claim arises under the law of the State of Tennessee to redress harm suffered by Mr. Pennington and/or the Corporate Defendants’ ratification of the conduct causing that harm. 106. Corporate Defendants are liable for their employees’ unlawful acts and omissions, including, but not limited to, intentional or reckless infliction of emotional distress and negligent infliction of emotional distress against Mr. Pennington. 107. Defendants’ employees’ unlawful acts and omissions were carried out in the course and scope of their employment and in furtherance of the Corporate Defendants’ business. 108. Corporate Defendants condoned, authorized and/or ratified such conduct. 109. Such conduct directly and proximately caused Mr. Pennington to suffer severe emotional distress for which he claims compensatory and punitive damages from Corporate Defendants.
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COUNT VIII VIOLATION OF TENNESSEE HUMAN RIGHTS ACT, Tenn. Code Ann. §§ 4- 21-101 et seq.
(AGAINST CORPORATE DEFENDANTS) 110. Mr. Pennington re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 111. The conduct of Corporate Defendants described in this Second Amended Complaint constitutes unlawful discriminatory practices in violation of the Tennessee Human Rights Act, Tenn. Code Ann. §§ 4- 21-101 et seq. 112. Corporate Defendants are “employers” as defined by the Tennessee Human Rights Act, Tenn. Code Ann. § 4-21-102(4). 113. The conduct of Corporate Defendants, as described herein, constitutes “discriminatory practices” as defined by the Tennessee Human Rights Act, Tenn. Code Ann. § 421-102(3), and is in violation of Sections 401(1) and 401(2) of the Tennessee Human Rights Act. 114. Corporate Defendants’ practice and policy of allowing disparate terms and conditions of employment, including, but not limited to, sexual harassment, gender discrimination, a hostile work environment, retaliation and/or other forms of discrimination constitutes a knowing and intentional pattern of discrimination in violation of the Tennessee Human Rights Act. 115. Corporate Defendants’ violation of the Tennessee Human Rights Act directly and proximately caused Mr. Pennington to suffer loss of employment, loss of income, loss of other employment benefits, as well as humiliation, embarrassment and great emotional distress for which he claims compensatory and punitive damages from Corporate Defendants.
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VII. PRAYER FOR RELIEF FOR PLAINTIFF WHEREFORE, Mr. Pennington prays that this Court:
116. Declare and adjudge that Cendant has violated Plaintiff’s rights under Title VII; 117. Declare and adjudge that Cendant has violated Plaintiff’s rights under the Tennessee Human Rights Act; 118. Declare and adjudge that Defendants negligently and/or wantonly failed to adequately supervise and train employees, and negligently and/or wantonly retained employees; 119. Declare and adjudge that Defendants negligently and/or wantonly hired employees; 120. Declare and adjudge that Defendants intentionally or recklessly inflicted emotional distress on Plaintiff; 121. Declare and adjudge that Defendants negligently inflicted emotional distress on Plaintiff; 122. Award of compensatory and punitive damages to Plaintiff; 123. Award back pay, front pay, lost benefits, preferential rights to jobs and other damages for lost compensation and job benefits with pre-judgment and post-judgment interest suffered by Plaintiff to be determined at trial; 124. Order Defendants to make Plaintiff whole by providing him appropriate past and future lost earnings and benefits with the pre-judgment and post-judgment interest, and other affirmative relief; 125. Award Plaintiff the costs and expenses of this action, including, but not limited to, reasonable attorneys’ fees and expenses; 126. Award Plaintiff any other equitable relief; and
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127. Award Plaintiff any such additional and further relief as this Court deems just and proper.
VIII. JURY DEMAND Plaintiff hereby requests a trial by jury.
Respectfully submitted this 14th day of October, 2005.
____________/s/_Lisa Goldblatt______ Lisa Goldblatt, D.C. Bar No. 456187 David Sanford, D.C. Bar No. 457933 SANFORD, WITTELS & HEISLER, LLP 2121 K St., N.W. Suite 700 Washington, D.C. 20037 Telephone: (202) 942-9124 Facsimile: (202) 628-8189 Grant E. Morris, D.C. Bar No. 926253 LAW OFFICES OF GRANT MORRIS 2121 K St., N.W. Suite 700 Washington, D.C. 20037 Telephone: (202) 486-0678 Facsimile: (202) 628-8189 Jerry Gonzalez, TN Bar No. 018379 LAW OFFICES OF JERRY GONZALEZ Two International Plaza Suite 705 Nashville, TN 37217 Telephone: (615) 360-6060 Facsimile: (615) 360-3333
Attorneys for Plaintiff
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CERTIFICATE OF SERVICE

I hereby certify that on October 14, 2005, a copy of the foregoing Third Amended

Complaint was filed electronically. Notice of filing will be sent to the following parties by

operation of the Court’s electronic filing system. Parties may access this filing through the

Court’s system.

David W. Sanford SANFORD WITTELS & HEISLER, LLP 2121 K Street N.W. Suite 700 Washington, D.C. 20037
Jerry Gonzalez LAW OFFICES OF JERRY GONZALEZ Two International Plaza Dr. Suite 705 Nashville, TN 37217

Waverly Crenshaw WALLER, LANSDEN, DORTCH & DAVIS Nashville City Center 511 Union Street Suite 2100 Nashville, TN 37219

I hereby certify that on October 14, 2005, a copy of the foregoing Third Amended
Complaint was sent via United States Mail correctly addressed to the following:
C. Geoffrey Weirich Jennifer L. Kirk PAUL HASTINGS, JANOFSKY & WALKER, LLP 600 Peachtree Street, N.E. Suite 2400 Atlanta, GA 30308

I hereby certify that on October 14, 2005, a copy of the foregoing Third Amended
Complaint was sent via Hand Delivery correctly addressed to the following:
Grant E. Morris LAW OFFICES OF GRANT E. MORRIS 2121 K Street N.W. Suite 700 Washington, D.C. 20037
_____/s/ Lisa Goldblatt______________ Lisa A. Goldblatt

 
 Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005· t'age 1 of 36

EXHIBIT 1

IN THE UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION

PATRICIA WILSON, et aI.,

)

)

Plaintiffs,

) CIVIL NO.: 3:04-1133

)

v.

) JUDGE HAYNES

)

FAIRFIELD RESORTS, INC., et at.

)

)

Defendants.

)

)

IPB~~ COURT-APPROVED CONSENT DECREE

I. INTRODUCTION
This ~Consent Decree provides for the resolution ofa putative class action

brought by Plaintiffs Patricia Wilson, Renita Chadwell, Teresa Faw, and Tamara Pacwa as class

representatives (hereinafter collectively referred to as the "Named Plaintiffs") and by Shannon

Matthews} (hereinafter the Named Plaintiffs and Ms. Matthews will be collectively referred to

as "Plaintiffs") against Fairfield Resorts, Inc. (hereinafter referred to as "Fairfield"), as well as

against 14 individual defendants, all of whom are fonner or current employees at Fairfield's

Nashville, Tennessee facility (hereinafter referred to as "Fairfield Nashville"): Mickey Ruggiero,

John "Dave" Labelle, Tim Hurley, Danny Higdon, Todd Griffin, Devon Boyd, Pat Doyle, Rob

Crawford, Scott Roberson, James Graves, Ray Moore, Mike Pierce, Mike Thompson, and Daric

Fail (hereinafter collectively referred to as the "Individual Defendants"). The Plaintiffs allege

1 The operative complaint in this action also identifies George "Chip" Pennington as an individual plaintiff. As part of the settlement underlying this Consent Decree, the claims ofMr. Pennington will be severed from the remainder ofthe Wilson lawsuit. Mr. Pennington will not be considered part of this Consent Decree for any purposes.

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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 2 of 36
claims of sexual harassment, gender discrimination and retaliation in violation ofTitle vn of the
Civil Rights Act of 1964, 42 U.S.C. §2000e-5 et seq., as amended by the Civil Rights Act of 1991,42 U.S.C. §1981a ("Title VII"), and common law claims of assault, battery, invasion of privacy, intentional or reckless infliction of emotional distress, negligent infliction of emotional distress, negligent andlor wanton supervision, training and retention and negligent andlor wanton
hiring. Plaintiffs asserted their Title vn sexual harassment, gender discrimination and retaliation
claims against Fairfield. Plaintiffs asserted their intentional or reckless infliction ofemotional distress claims against all defendants. They assert claims for invasion of privacy, negligent infliction of emotional distress, negligent andlor wanton supervision, training, retention and hiring against Fairfield and selected individual defendants. They assert claims for assault and
battery against selected individual defendants. Finally, they asserted a claim ofrespondeat
superior against Fairfield, by which they have alleged that Fairfield is liable for any of the common law claims they allege against a former or current employee ofFairfield.
Fairfield and the Individual Defendants expressly deny any wrongdoing or liability. Pursuant to the settlement underlying this Consent Decree, all claims against the Individual Defendants will be dismissed with prejudice at the same time Fairfield is dismissed as a Defendant in this action.
This Consent Decree represents the compromise of disputed claims. The parties recognize that litigation of these claims and defenses would severely burden all concerned and would require a substantial further commitment oftime, resources and money. As such, the entry into this Consent Decree does not represent any admission ofliability by Fairfield.
In the interest of ensuring equality of employment .opportunity and respect for civil rights, avoiding the expense, delay, and inconvenience of further litigation ofthe issues raised in this
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 3 of 36
action, and in reliance upon the representations, mutual promises, covenants, and obligations set out in this Consent Decree, and for good and valuable consideration also set out in this Decree, Fairfield and the Plaintiffs, through their undersigned counsel of record, hereby stipulate and agree as follows: II. LITIGATION BACKGROUND
On December 22, 2004, five former female employees and one current male employee of Fairfield filed a lawsuit in the United States District Court for the Middle District of Tennessee, Nashville Division, asserting claims of sexual harassment, gender discrimination and retaliation in violation of Title VII and state law claims of assault, battery, invasion of privacy, intentional or reckless infliction ofemotional distress, negligent infliction of emotional distress, negligent and/or wanton supervision, training and retention, negligent and/or or wanton hiring, and respondeat superior. The Named Plaintiffs sought injunctive and equitable relief, including back pay, as well as compensatory and punitive damages for themselves and the putative class, and a jury trial. The Named Plaintiffs originally sought to represent a class of all current and former female employees ofFairfield who allegedly are similarly situated, throughout the United States.
On February 18,2005, the Plaintiffs filed an Amended Complaint, deleting Fairfield's parent corporation, the Cendant Corporation, as a Defendant. In the Amended Complaint, the Named Plaintiffs seek to represent a putative class of all other female employees of Fairfield Nashville who allegedly are similarly situated to the Named Plaintiffs "pursuant to Title VII and the common law." The lawsuit is captioned Patricia Wilson, et al. v. Fairfield Resorts, Inc., et al., Civil No. 3:04-1133 (the "Wilson lawsuit").
The Plaintiffs and Fairfield participated in mediated settlement negotiations over several months beginning in February 2005. The negotiations were conducted with the assistance of a
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 4 of 36
mediator with substantial experience in mediating putative or certified employment class actions. These efforts resulted in an agreement to settle this action prior to the investment of substantial time and expenses in pre-certification discovery, certification briefing, and possible postcertification discovery, trial and appeal. The resultin~ agreement is subject to the Court's review and approval after notice, an opportunity for members ofthe proposed Settlement Class to object to or opt out of the settlement, and a fairness hearing. All the terms of the parties' agreement with respect to settlement ofthe Wilson action are contained in this Consent Decree.
Although the parties did not conduct pre-certification discovery in this case, counsel for the Plaintiffs and counsel for Fairfield, in connection with a related action, Aga, et al. v. Fairfield Resorts, Inc., Civil No.: 3:03CV00894, also filed in the United District Court of the Middle District of Tennessee (hereinafter referred to as the "Aga lawsuit"), conducted extensive discovery relating to these same issues, also arising at Fairfield Nashville. The parties took over 28 depositions, 21 ofwhich were depositions of current or former Fairfield employees, including the depositions ofNamed Plaintiffs Patricia Wilson, Teresa Faw, and Tamara Pacwa, Individual Plaintiff George "Chip" Pennington and Individual Defendants Mickey Ruggiero, John "Dave" LaBelle, and Tim Hurley. In connection with the Aga lawsuit the parties exchanged nearly 9,000 pages of documents and engaged in extensive written discovery related to Fairfield Nashville for the time period relevant to the Wilson putative class action. Further, in the context of the mediation of this action Fairfield provided to Plaintiffs' Counsel extensive electronic information regarding all members of the Wilson putative class, as well as certain other documents not requested in the Aga lawsuit. The parties believe that the extensive discovery conducted in the Aga lawsuit, as supplemented by the additional information provided in the context ofmediation, was sufficient to assess adequately the relative strengths and weaknesses of the respective
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 5 of 36
parties' merits positions, as well as the likelihood of the Wilson putative class being certified, and the possibility that any class certification decision could be modified on interlocutory appeal and/or after trial or post-trial appeaL As indicated by the signature of Settlement Class Counsel and counsel for Fairfield at the end ofthis document, Plaintiffs and Fairfield have consented to the entry of this Decree. III. GENERAL PROVISIONS
A. DEFINITIONS 1. "Claims Administrator"
Settlement Services will serve as the Claims Administrator, and will execute the responsibilities identified herein to provide Notice, catalogue claims filed, and assist in the administration of monetary awards to be made pursuant to this Consent Decree.
2. "Claims Process The Claims Process, as set forth in Section IV ofthis Decree.
3. "Class Complaint" The amended class complaint of discrimination that Plaintiffs filed in this action on February 18, 2005 on behalf ofthe putative class.
4. "Consent Decree" or "Decree" This document, which as proposed to the Court is entitled "Court-Approved Consent Decree," which has been signed by counsel of record for Fairfield and for the Plaintiffs, subject to approval and entry by the Court, and which contains the following attached exhibits:
a. Notice of Proposed Class Action Settlement and Fairness Hearing b. Proposed Type I Claim Form
c. Proposed Type n Claim Form
d. Proposed Release to be Executed by Type I Claimants
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 6 of 36

e. Proposed Release to be Executed by Type II Claimants

f.

Proposed Individual Releases to be Executed by the Plaintiffs

g. Joint Stipulation ofDismissal with Prejudice 5. "Court" or "District Court"

The United States District Court for the Middle District of Tennessee (Nashville

. Division).

6. "Decree Year"

Decree Year means the one-year period from the Effective Date (or the anniversary of the

Effective Date) until the next anniversary ofthe Effective Date. For example, "Decree Year

One" would be the one-year period from the Effective Date until the first anniversary ofthe

Effective Date.

7. "Effective Date" The date on which the time for filing an appeal from the Court's grant of Final Approval

has expired, or, if later, after any appeal has been finally resolved (including full resolution of

any appellate review, requests for rehearing, rehearing en bane, and petitions for writs of

certiorari), at which time the parties become bound to perform the obligations set out in this

Consent Decree, and the Consent Decree's terms become binding on Fairfield, the Settlement

Class, Settlement Class Counsel, and each of the Settlement Class Members who has not opted

out ofthe Settlement Class.

8. "Gender Discrimination" or "Diseriminating on the Basis of Gender"

Discrimination on the basis ofgender means unlawful discrimination against employees

on the basis oftheir sex or gender.

9. "Fairfield Nashville"

Fairfield's facility located at 2415 McGavock Pike, Nashville, Tennessee, 37214.

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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 7 of 36
10. "Final Approval" The entry of the Court's Order granting final approval ofthis Consent Decree as fair, reasonable and adequate to the Settlement Class as a whole, after Notice, an opportunity for Settlement Class Members to file objections or to opt out, and a fairness hearing.
11. "Preliminary Approval" The entry of the Court's Order granting preliminary approval of this Consent Decree, which reflects that the Court concludes that the terms ofthis Decree appear sufficiently fair, reasonable and adequate to the Settlement Class as a whole to warrant notice to the Settlement Class, an opportunity for Settlement Class Members to object or opt out, and a fairness hearing to consider final approval of the Decree. The date on which that Order is entered by the Court shall be the "Preliminary Approval Date."
12. "Released Parties" The Released Parties are Fairfield Resorts, Inc., its parent and subsidiary corporations, their respective predecessors and successors, and, with respect to each such entity, all ofits past and present employees (including but not limited to the Individual Defendants), officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with any of such persons or entities.
13. "Settlement Class Counsel" All counsel ofrecord who are signatories to this Consent Decree on behalf ofthe Settlement Class. They are as follows: David W. Sanford and Lisa Goldblatt, and the law firm of Sanford, Wittels & Heisler, LLP, 2121 K Street, N.W., Washington D.C. 20037; Grant E.
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 8 of 36
Morris, Law Offices of Grant Morris, 2121 K Street, N.W., Suite 700, Washington, D.C. 20037; and Jerry Gonzalez, Law Offices ofJerry Gonzalez, Two International Plaza, Suite 705, Nashville, TN 37217. Lead Settlement Class Counsel is David W. Sanford.
14. "Settlement Class Member(s)" or "Settlement Class" All women employed at Fairfield Nashville at any time between May 8, 2002 and the Preliminary Approval Date who have not previously executed a release of claims covering all their employment tenure with Fairfield Nashville during that time period, and who do not opt out ofthe Settlement Class as provided below.
15. "Settlement Class Period" The Settlement Class Period is the period between May 8, 2002 and the Preliminary Approval Date.
16. "Settlement Class Representatives" Patricia Wilson, Renita Chadwell, Teresa Faw, and TamaraPacwa.
17. "State Law Torts" The State Law Torts are the purported Termessee conunon law claims asserted in the Class Complaint - assault, battery, invasion ofprivacy, intentional or reckless infliction of emotional distress, negligent infliction of emotional distress, negligent andlor wanton supervision, training and hiring, and respondeat superior.
18. "This Case" Refers to all proceedings relating to or arising from the Class Complaint.
19. "Term ofthe Consent Decree" The period from the Effective Date until the expiration of the Decree two years thereafter.
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 9 of 36
B. JURISDICTION OF THE COURT The Court has jurisdiction over the parties and the subject matter ofthis action. The Class Complaint asserts claims that, ifproven, would authorize the Court to grant the monetary and equitable relief set forth in this Decree. Venue is proper in the Middle District of Tennessee. This Court shall retain jurisdiction of this action during the Term ofthe Consent Decree solely for the purpose of entering any orders, judgments or decrees which may be necessary to effectuate the relief provided for herein. This Decree is not intended to confer jurisdiction in any court or administrative forum other than the District Court where the Class Complaint was filed. C. EFFECTIVE DATE AND DURATION OF THE DECREE
1. Effective Upon Final Approval and Exhaustion of Appellate Rights Unless provided otherwise, the equitable provisions in this Decree are effective immediately upon the Effective Date.
2. Expiration of the Decree The provisions ofthis Decree shall remain in effect for two years following the Effective Date. D. SCOPE OF THE CONSENT DECREE
1. Persons Covered a. Settlement Class
The parties stipulate to a class, for settlement purposes only, consisting ofall females who worked at Fairfield Nashville at any time between May 8, 2002 and the Preliminary Approval Date, who have not previously executed a release of claims covering all their employment tenure with Fairfield Nashville during that time period, and who do not opt out of the Settlement Class as provided below.
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 10 of 36
b. Opt-Out Rights If this Consent Decree is approved by the Court, all persons within the Settlement Class are bound by its terms, except those Settlement Class Members who effectively exercise a right to opt out ofthe Settlement Class and the settlement. Settlement Class Members who elect to opt out must do so in writing, in the manner and by the date specified in the Notice ofProposed Class Action Settlement and Fairness Hearing, attached as Exhibit A. The Plaintiffs each have expressly agreed to the terms of the Consent Decree, and hence are not eligible to opt out.
c. Rescission Rights Ifthe number of Settlement Class Members who opt out of the Settlement Class in the manner provided in the Notice ofProposed Class Action Settlement and Fairness Hearing exceeds twenty (20), then Fairfield, at its option, shall have the unilateral right to void this settlement by providing written notice of this election to Settlement Class Counsel within ten (10) days after the date by which the Court requires Settlement Class Members to return their opt-out notices.
2. ReleaselBar of Claims a. Release (i) In consideration ofthe promises contained in, and the
benefits provided or to be provided hereunder, upon the Effective Date this Consent Decree shall resolve, extinguish, and finally and forever bar any and all claims in law or in equity which any of the Plaintiffs, or their respective representatives, agents, heirs, executors, administrators, successors, or assigns have, may have, may have had, or in the future may have against Fairfield and/or any of the other Released Parties, arising from or related to events that occurred during the Settlement Class Period. Prior to receiving any monetary relief under this Decree, each
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 11 of 36
Plaintiff will be required to execute a full and final general release of all claims against Fairfield andlor any of the other Released Parties, whether or not asserted in This Case, in the form attached as Exhibits F-l through F-5, and each non-Plaintiff claimant will be required to execute a release of all claims against Fairfield andlor any of the other Released Parties asserted in the Class Complaint, in the forms attached as Exhibit D (for Type I claimants) and Exhibit E (for Type II claimants).
(ii) Except with respect to any persons who have effectively exercised a right to opt out ofthis Decree, in consideration ofthe promises contained in, and the benefits provided or to be provided to the Settlement Class Members hereunder, upon the Effective Date this Consent Decree shall resolve, extinguish and finally and forever bar any and all claims in law or in equity for monetary relief or for equitable relief for alleged gender discrimination, sexual harassment, retaliation for opposing sexual harassment or gender discrimination, or asserting or participating (as a witness or otherwise) in a claim of sexual harassment or gender discrimination, and for the State Law Torts, which any ofthe Settlement Class members, or their representatives, agents, heirs, executors, administrators, successors, or assigns have, may have, may have had, or in the future may have against Fairfield or any ofthe other Released Parties, or any of them, arising from or related to events that occurred during the Settlement Class Period which are asserted in the Class Complaint, including without limitation any conduct alleged to be gender discrimination, sexual harassment or retaliation for opposing sexual harassment or gender discrimination, or for asserting or participating (as a witness or
otherwise) in a claim of sexual harassment or gender discrimination, in violation of Title vn
andlor the Tennessee Human Rights Act ("THRA"), and any conduct alleged to be a violation of the Tennessee common law underlying the State Law Torts. The phrase "claims for monetary
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 12 of 36
relief' as used herein shall include all claims for economic or non-economic monetary damages ofany kind, including, without limitation, claims for back pay, employment benefits (including, without limitation, retirement, life insurance, and 401(k) savings plan benefits, and the monetary equivalent ofvarious forms ofleave), andlor interest (including both pre-judgment interest and post-judgment interest), as well as all claims for alleged compensatory damages andlor punitive damages.
(iii) Upon the Effective Date, the doctrines of res judicata and collateral estoppel shall bind all Settlement Class Members (except those who have effectively opted out under the provisions of this Consent Decree) with respect to all claims identified in Section ill(D)(2)(a)(ii) above. This Consent Decree may be pled as a full and complete defense to any subsequent action or other proceeding involving any person or party which arises out of the claims released and discharged by this Decree.
E. NO ADMISSION OF LIABILITY Fairfield and the other Released Parties expressly deny any wrongdoing or liability. The Consent Decree represents the compromise of disputed claims. It reflects the parties' recognition that litigation ofthese claims would severely burden all concerned and would require a further commitment of time, resources and money. The Consent Decree does not constitute, is not intended to constitute, and shall not under any circumstances be deemed to constitute, an admission by Fairfield andlor the other Released Parties as to the merits, validity, or accuracy of any of the allegations, claims, or defenses alleged in This Case. F. INTERPRETATION OF CONSENT DECREE
I. Nature of Agreement
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 13 of 36
This Consent Decree is a contract and shall, upon final approval by the Court, also constitute an order ofthe Court, and all ofits provisions shall be enforceable by the parties as an order ofthe Court.
2. Calculation of Time In computing any period of time prescribed or allowed by this Decree, unless otherwise stated, such computation or calculation shall be made consistent with Federal Rules of Civil Procedure 6(a) and 6(e).
3. No Modification of Title VII or Tennessee Human Rights Act Nothing in this Decree may be taken as modifying either the statutory or regulatory procedures pertaining to initiating and maintaining administrative and judicial proceedings under Title VII ofthe Civil Rights Act of 1964, as amended, 42 U.S.C. §§2000e-16 et seq., or the Tennessee Human Rights Act, or the requirement to exhaust administrative remedies prior to initiating suit under those statutes. IV. MONETARY RELIEF A. FAIRFIELD PAYMENT TO THE SETTLEMENT CLASS
1. The Total Fund Fairfield shall pay the Named Plaintiffs, Settlement Class Members, and Settlement Class Counsel pursuant to the Type I and Type II allocations described in Sections IV(A)(1)(b)(iii)-(v) and Section IV(A)(l)(d) hereof, in full, complete, and final satisfaction of all claims released pursuant to Section III(D)(2)(a).
a. Prerequisite to filing a either a Type I or Type II Claim. All Settlement Class Members (other than the Plaintiffs) will have the opportunity to file either a Type I or a Type II claim. Any Settlement Class Member filing either a Type I or Type II claim must at the time of filing that claim execute a sworn claim form asserting that she has
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 14 of 36
been the victim of(a) sexual harassment, (b) gender discrimination as to one or more terms and conditions of employment, including without limitation pay, promotion and discharge, (c) retaliation for opposing sexual harassment or gender discrimination, or asserting or participating (as a witness or otherwise) in a claim of sexual harassment or gender discrimination, and/or (d) one or more ofthe Tennessee State Law Tort claims asserted in the Wilson Amended Complaint. The Type I Claim Form is attached as Exhibit B. Settlement Class Members who choose to file a Type II claim instead of a Type I claim shall also be required to submit detailed information regarding the specific circumstances ofthe alleged harassment, discrimination, retaliation and/or State Law Tort claim. The Type II Claim Form is attached as Exhibit C. In addition, along with the executed claim form, the Settlement Class Member will be required to exercise a corresponding release in the form appended as Exhibit D (for Type I claims) or Exhibit E (for Type II claims). The claimants' executed releases will be held in escrow by the Claims Administrator until the conclusion ofthe claims process as to that Settlement Class Member, and then delivered to Fairfield by the Claims Administrator.
b. Type I Claims Once the Settlement Class Member executes the Type I Claim form described above she will have no further proof requirement, unless she seeks to have her award doubled pursuant to Section IV(A)(1)(c), below. The monetary recovery for a Type I Claim will be established pursuant to the schedules described in Sections IV(A)(l)(b)(iii)-(v).
(i) Type I - Category A Settlement Class Members For each Settlement Class Member who files a Type I claim, it will be determined whether, at any time between May 8, 2002 and the Preliminary Approval Date, she was employed at Fairfield Nashville in one or more of the "Category A" positions identified below, which Fairfield and Settlement Class Counsel have agreed were, as a general matter, more
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 15 of 36

directly subject to the conduct and employment practices addressed in the allegations contained

in the Class Complaint. Ifthe Settlement Class Member was so employed, she shall be deemed a

"Category A Settlement Class Member." The "Category A" Positions are: Sales Associate;

Senior Sales Associate; Sales Manager; Verification Loan Officer (lor 2); Discovery Associate;

Receptionist; Front Desk Clerk; Administrative Marketing Manager; Administrative Support

Coordinator; Child Care Attendant; Resort Administration Coordinator; In-House Coordinator;

Marketing Manager; Personnel Administrator Site; Administrative Assistant; Administrative

Assistant (Sales Site); Customer Relations Specialist; Member Services Coordinator; Senior

Member Services Coordinator; Welcome Center Agent; Administration Director; Contract

Processor; Quality Assurance Representative; Quality Assurance Agent; Reception Manager;

Reception Supervisor; Recruiter; and Director of Sales Training and Recruiting.

(ii) Type I - Category B Settlement Class Members Each Settlement Class Member who files a Type I claim who it is determined was not

employed at Fairfield Nashville in one or more of the "Category A" positions identified above

between May 8, 2002 and the Preliminary Approval Date will be deemed a "Category B

Settlement Class Member."

(iii) Type I Recovery Schedule for Category A Settlement Class Members

Employment Days During Class Period Number of Settlement Class Members Recovery

1-90 91-365 366-730 731 +

57

$2,000.00

52

$6,000.00

24

$9,000.00

35

$12,000.00

(iv) Type I Recovery Schedule for Category B Settlement Class Members
Employment Days During Class Period Number of Settlement Class Members Recovery

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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 16 of 36

1-90 91-365 366-730 731 +

25

$1,000.00

9

$3,000.00

5

$4,500.00

16

$6,000.00

(v) Possible 55,000 Increase A Settlement Class Member who (a) is listed on the Fairfield Corporate Human Resources Complaint Log as having asserted during the Settlement Class Period an internal complaint of gender discrimination, sexual harassment, or retaliation for having brought a claim of gender discrimination or sexual harassment, or (b) during the Settlement Class Period filed a Charge ofDiscrimination with the Equal Employment Opportunity Commission andlor the Tennessee Human Rights Commission, shall in addition to the foregoing schedule have their Type I recovery increased by $5,000.00.
c. Possible Doubling of Type I Recovery. Settlement Class Members filing a Type I claim shall have their total Type I recovery amount doubled if they submit along with their claim form a valid signed statement from a licensed psychiatrist, psychologist, psychotherapist or physician attesting that helshe (i) provided treatment to the Settlement Class Member between May 8, 2002 and April 30, 2005 for emotional distress, pain and suffering andlor psychological disturbance during or after the individual's employment with Fairfield Nashville (but such treatment must have occurred not later than 90 days following the termination of the Settlement Class Member's employment at Fairfield Nashville), and (ii) determined at the time of the treatment that the Settlement Class Member's need for such treatment was caused by alleged sexual harassment, gender discrimination andlor retaliation for opposing sexual harassment or gender discrimination, or asserting or participating (as a witness or otherwise) in a claim of sexual harassment or gender discrimination at Fairfield Nashville. This statement must be accompanied by a copy of

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contemporaneous medical records andlor treatment notes substantiating such treatment; such copies shall be submitted under seal and reviewed only by the Claims Administrator and by counsel for Fairfield Resorts and for the Settlement Class.
d. Type II Claims After executing the Type II sworn claim form, Settlement Class Members who choose to file a Type II claim shall have an expedited arbitration procedure, to be administered and presided over by a Special Master jointly selected and retained by the parties and compensated by Fairfield Resorts. Except as modified by the provisions ofthis Consent Decree, each arbitration shall be governed by Title VII standards, and shall be administered pursuant to American Arbitration Association procedures applicable to employment cases. Settlement Class Counsel shall represent each Type II claimant in the arbitration process.
(i) The parties shall conduct an expedited informal discovery process l~ting no longer than 45 days, to be completed in advance of each Type II arbitration, providing adequate information to each side to permit an informed arbitration of the Settlement Class Member's claims. As part ofthe informal discovery process, each party shall be allowed to serve no more than ten interrogatories, ten document requests, and ten requests for admission on the opposing party. Each party shall be allowed to take the depositions oftwo witnesses. No deposition shall last longer than four hours running time, unless additional time is granted by the Special Master for good cause shown. Absent agreement to the contrary, each deposition shall take place in Nashville, TN.
(ii) The Settlement Class Member, by submitting a properly completed Type II claim that satisfies the requirement ofproviding detailed information, shall be presumed to have established a prima facie case ofsexual harassment, gender discrimination, andlor retaliation, as the case may be.
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 18 of 36
(iii) Absent agreement to the contrary, each expedited arbitration proceeding will be held in Nashville, TN. Each arbitration will be concluded in one day. The Type II claimant and Fairfield each will be entitled to an opening statement ofnot more than 30 minutes, closing argument ofnot more than 30 minutes, plus no more than 3 hours per side (running time) ofwitness testimony.
(iv) If the Special Master detennines that the Type II claimant was not subjected to sexual harassment, gender discrimination or retaliation for opposing sexual harassment or gender discrimination, or asserting or participating (as a witness or otherwise) in a claim of sexual harassment or gender discrimination by Fairfield Resorts during the Settlement Class Period, then the Type II claimant shall receive no recovery.
(v) Ifthe Special Master determines that the Type II claimant was subjected to sexual harassment, gender discrimination and/or retaliation for opposing sexual harassment or gender discrimination, or asserting or participating (as a witness or otherwise) in a claim ofsexual harassment or gender discrimination by Fairfield Resorts during the Settlement Class Period, but the Type II claimant fails to establish economic and/or physical, emotional or psychological harm caused by such improper treatment by Fairfield Resorts, valued at an amount greater than the Individual's Type I claim amount (based upon her identification as a Category A or Category B Settlement Class Member, and as adjusted pursuant to Sections IV(A)(l)(b)(v) and IV(A)(l)(c), if appropriate (hereinafter referred to as "the Individual's Type I Claim Amount"», or failed to promptly report her claim of alleged sexual harassment to an appropriate managerial individual at Fairfield, then the Type II claimant shall receive one-half (112) of the Individual's Type I Claim Amount.
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 19 of 36
(vi) If the Special Master determines that the Type II claimant was subjected to sexual harassment, gender discrimination andlor retaliation for opposing sexual harassment or gender discrimination, or asserting or participating (as a witness or otherwise) in a claim ofsexual harassment or gender discrimination by Fairfield Resorts during the Settlement Class Period, and the Type II claimant establishes economic andlor physical, emotional or physical harm caused by said improper treatment by Fairfield Resorts, valued at an amount greater that the Individual's Type I Claim Amount, but fails to establish that the conduct in question meets the standard set forth in Section IV(A)(I)(d)(vii) below, then the Type II claimant shall receive twice the Individual's Type I Claim Amount.
(vii) If the Special Master determines that the Type II claimant was subjected to sexual harassment, gender discrimination or retaliation for opposing sexual harassment or gender discrimination, or asserting or participating (as a witness or otherwise) in a claim of sexual harassment or gender discrimination during the Settlement Class Period (a) through conduct by a Fairfield Nashville supervisor that was particularly reprehensible, or (b) through workplace conduct by a Fairfield Nashville coworker that was conspicuous and particularly reprehensible, then the Special Master may award any amount of damages as is warranted by the economic andlor physical, emotional or psychological harm suffered by the Settlement Class Member.
(viii) In no event shall any amount awarded by the Special Master be for, or be considered to be for, punitive damages.
e. The total amount that Fairfield Resorts shall pay for the Type II claims process described in Section IV(A){l)(d), above, including both the Type II recoveries to Settlement Class Members and the fees and expenses of the Special Master, shall not exceed
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 20 of 36
$3,000,000,plus the Type I amounts identified under Section IV(A)(l)(b) for Settlement Class Members who choose to file Type IT claims. Ifnecessary. Type II awards shall be prorated; hence, no Type II claims shall be paid until the entire Type II claim process is completed.
B. PAYMENTS TO PLAINTIFFS 1. Named Plaintiffs Tamara Pacwa. Teresa Faw. Renita Chadwell and
Patricia Wilson, and Individual Plaintiff Shannon Mathews, shall be compensated as described in Sections IV(B)(2)-(4), and shall not be eligible to file either a Type lor a Type II Claim.
2. Named Plaintiffs Tamara Pacwa, Teresa Faw, and Renita Chadwell will receive an award of $75,000.00 each for their alleged economic, physical. emotional and/or psychological injuries, and for services they have provided to the Settlement Class and the risks they have taken on behalf of the Settlement Class. This amount will satisfy fully all claims they have brought or may have brought against Fairfield and/or any ofthe other Released Parties, up to and including the date of Preliminary Approval, and will compensate them for those services and risks they have undertaken during this litigation.
3. Named PlaintiffPatricia Wilson will receive an award of $250,000.00 for her alleged economic, physical, emotional and/or psychological injuries, and for the services she has provided to the Settlement Class and the risks she has taken on behalfof the Settlement Class. This amount will satisfy fully all claims she has brought or may have brought against Fairfield and/or any ofthe other Released Parties, up to and including the date ofPreliminary Approval, and will compensate her for those services and risks she has undertaken during this litigation.
20
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 21 of 36
4. Plaintiff Shannon Matthews will receive an award of $75,000.00 for her alleged economic, physical, emotional and/or psychological injuries. This amount will satisfy fully all claims she has brought or may have brought against Fairfield and/or any of the other Released Parties, up to and including the date ofPreliminary Approval.
5. These amounts for the Plaintiffs shall be paid within ten (10) days after the Effective Date. V. EQUITABLE RELIEF PROVISIONS
A. General Commitments I. Fairfield reaffirms its commitment to equal employment opportunities for
female employees and applicants for employment. This undertaking includes, without limitation: (1) a commitment to provide female employees an equal opportunity to compete for promotions within Fairfield's sales organization, based on their comparative qualifications for available positions; (2) a pledge to take enhanced steps to provide a workplace that is free of sexual harassment; and (3) a firm prohibition of retaliation by individuals at any level of management against any employee who complains of either sexual harassment or discrimination on the basis of gender, or who files an intemal or external complaint regarding such concerns. Fairfield will ensure that its applicable policies and procedures accurately reflect this commitment.
2. Fairfield will revise its policy prohibiting sexual and other forms of harassment to include the following "Statement of Zero-Tolerance Policy and Workplace Objectives":
Fairfield Resorts, Inc. is firmly committed to developing and maintaining a zero-tolerance policy concerning sexual and other forms ofharassment in the Company's workplace; to swiftly and firmly responding to any conduct ofwhich the Company becomes aware that violates the prohibition against sexual and other forms ofharassment; to implementing
21 Case 3:04-cv-01133 Document 43 Filed 10/28/2005 Page 21 of 36

Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 22 of 36
and maintaining a disciplinary system that is designed to strongly deter future acts ofharassment; and to actively monitor its workplace in order to ensure tolerance, respect and dignity for all its employees. In conjunction with redefining this policy, Fairfield will re-emphasize to all employees the avenues by which an employee may lodge any harassment or discrimination complaints, including the availability ofthe Company's Employee Relations Hotline "800" number, as well as its Integrity Line "800" number. Fairfield also will publicize in each of its work locations the specific identity ofthe individual(s) to whom any complaints ofharassment, discrimination or retaliation can be made. This information will be routinely and continuously posted in each work location. 3. Fairfield will revise its annual sexual harassment training in each ofits locations to better explain the meaning ofits Statement of Zero-Tolerance Policy, so that employees understand that "Zero Tolerance" means that each and every allegation of sexual harassment (1) will be promptly and thoroughly investigated, and (2) will, if and to the extent warranted by the outcome of the investigation, result in corrective action against the alleged harasser, up to and including potential discharge. The training will clarify, however, that neither the law nor Fairfield's policy requires that each and every perpetrator of harassment be discharged, and that the factors that are considered in determining the appropriate disciplinary action include, without limitation, the egregiousness ofthe particular allegation, the extent to which the evidence identified through the, investigation was clear and convincing, and the prior disciplinary record of the perpetrator, particularly with regard to any prior harassment allegations. 4. Fairfield will enhance the training ofits officials charged with investigating complaints of alleged sexual harassment andlor gender discrimination. Throughout
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 23 of 36
the two-year tenn ofthis Agreement, this enhanced training will be conducted at least annually, and will be led either by an external consultant or by Geoff Weirich (or another partner in the law finn ofPaul, Hastings, Janofsky & Walker LLP). In either event, either John Dempsey or another internal Fairfield counsel with experience in employment law issues will also participate in leading the training, and will take primary responsibility for explaining unequivocally the seriousness Fairfield attaches to such issues. Among the issues that will be covered in this enhanced training, without limitation, will be the responsibility ofthe investigator to make credibility detenninations as necessary, based upon all the relevant evidence (such as the witnesses' respective demeanor and motivations, the number and persuasiveness ofcontrary witnesses, the alleged perpetrator's prior record, etc.). Fairfield will provide the written materials developed for use in this enhanced training to Settlement Class Counsel not less than four weeks before the first training session, so that Settlement Class Counsel will have the opportunity to provide input to Fairfield regarding the materials.
5. Fairfield agrees to modify the EEO complaint processing system so that once an EEO investigator completes hislher investigation, helshe shall issue a final report that includes a specific recommendation regarding the corrective action, if any, that should be imposed on the alleged harasser/discriminator. Once the EEO investigator recommends that a corrective action be imposed following an investigation, that corrective action recommendation cannot be countennanded by line management without concurrence by either the Fairfield Vice President ofHuman Resources or the Cendant Time Share Group Vice President ofHuman Resources. Ifit deems the corrective action unsupported, line management may elevate the decision to progressively higher levels ofmanagement ofthe Business Unit and Human Resources, ending ultimately with the CEO of Cendant Time Share Resort Group, Inc.
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 24 of 36
6. Fairfield agrees to modify the EEO complaint processing system so that once corrective action has been taken, the complaining party will be informed ofthe type of corrective action, but not the details ofthe action. For example, the complaining party may be informed that the alleged harasser has been given a written warning, but will not be told ofthe specific wording ofthat warning; similarly, the complaining party may be informed that the alleged harasser was suspended, but will not be told ofthe specific length of the suspension. When revealing corrective action taken against a person, however, the Human Resources representative will impress on the complainant the confidentiality of the information being disclosed, and that it should not be disclosed further. The Human Resources representative will use words to the following effect: "Before I reveal the corrective action taken against a person, you need to acknowledge that you will maintain the confidence of this information and not share it with anyone. Can you agree to this?" Before making any such disclosure, the Human Resources representative must obtain the complainant's agreement, and should make note ofthat agreement in the investigative log. Ifthe complainant declines to agree with this confidentiality pledge, the Human Resources representative will not disclose the information to the complainant.
7. Fairfield will impose substantial discipline, up to and including demotion, suspension without pay, or termination, as permitted by law, upon any supervisor or manager who engages in gender discrimination, sexual harassment or retaliation for complaining about gender discrimination or sexual harassment, or who knowingly permits any such conduct to occur in his or her work area or among employees under his or her supervision. Fairfield will inform all managers and supervisors of this commitment at least semi-annually, and also will continue to inform all managers and supervisors of their duty to actively monitor their work
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 25 of 36
areas to ensure employees' compliance with Fairfield's policies prohibiting such conduct, and of their obligation to report any such incidents to the Human Resources department.
B. Commitments Specific to Fairfield's Nashville Site 1. Throughout the two-year term of this Agreement: a. Fairfield shall maintain at the Nashville site a representative ofthe
Human Resources department whose primary responsibility is managing human resources issues at Nashville, including but not limited to the investigation of any allegations of discrimination, harassment or retaliation at Nashville. Although the individual's official title at Fairfield may be different, the position will be referred to in this Agreement as the Nashville HR. Manager.
b. The Nashville HR Manager will be required to have at least a Bachelor's degree from an accredited college or university, and not less than 5 years of experience in one or more human resources positions. Fairfield will move expeditiously to fill any vacancy in the position ofNashville HR. Manager within three months, and in the interim an acting HR. manager will be on site in Nashville at least half-time.
c. The Nashville HR. Manager will be a management-level employee, reporting directly to either the Fairfield Vice President ofHuman Resources or the Cendant Time Share Resort Group Vice President of Human Resources. Although the Nashville HR Manager will provide support to the Nashville site Vice President of Sales and Marketing, the Nashville HR. Manager will not have either a direct or indirect reporting relationship to the Nashville site Vice President ofSales and Management.
d. Although the Nashville HR. Manager may be assigned responsibilities for sites other than Nashville, the workload ofthe Nashville HR Manager will be balanced so that approximately 67% ofhislher responsibilities involve Nashville HR issues, and not less than 50% ofhislher annual working days are spent resident in the Nashville facility.
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 26 of 36
e. The Nashville HR Manager will ensure that all management positions in Nashville are properly posted, following Fairfield's applicable policy, and will affinnatively discuss with the Nashville Vice President of Sales and Marketing the comparative qualifications of any female candidates who apply for a Sales and Marketing managerial vacancy. If the Nashville Vice President of Sales and Marketing proposes to promote into a managerial vacancy a candidate who the Nashville HR Manager considers less qualified than a female candidate who properly responded to the posting, then the Nashville HR Manager will inform the Fairfield Vice President ofHuman Resources, who shall ensure that the female candidate's qualifications are appropriately considered in the fmal decision process. VI. REPORTING REQUIREMENTS
A. Fairfield will provide compliance reports to Settlement Class Counsel within 60 days following the first and second anniversary of the effective date of the Decree.
B. The annual compliance reports to Settlement Class Counsel will provide supporting information demonstrating Fairfield's compliance with each of the commitments set forth in Sections V(A) and (B) of this Decree.
C. In addition, the annual compliance reports to Settlement Class Counsel will set forth, for Fairfield Nashville, the following information:
1. a description of each sexual harassment complaint brought internally or with either the EEOC or the Tennessee Human Rights Commission (but, insofar as is practicable, maintaining confidentiality of the identity of the complainant and alleged perpetrator(s)); this description shall include the nature of the allegation, a summary of the final report and recommendation resulting from the investigation, and the corrective action, if any, ultimately imposed on the alleged perpetrator(s); and
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 27 of 36
2. for each promotion into or within management in the Sales and Marketing organization~ infonnation regarding the gender of all individuals who submitted a timely application for the promotion pursuant to Fairfield's established guidelines; and~ for each Sales and Marketing managerial promotion for which there was at least one female candidate who submitted a timely application but a male was selected~ a summary of the pertinent comparative qualifications ofthe selected individual and the most-qualified female candidate who submitted a timely application. VII. DISPUTE RESOLUTION PROCEDURE
A. GENERAL PRINCIPLES 1. Dispute Resolution Mandatory
Neither party may seek relief from the Court prior to exhausting the mandatory dispute resolution provisions set forth below.
\
2. Best Efforts The parties agree that they will make best efforts to resolve any disputes concerning any alleged material breach ofthis Consent Decree through the dispute resolution procedure set forth below~ and that resolution by the Court is a last resort. B. NEGOTIATION AND MEDIATION
1. Settlement Class Counselor Fairfield shall notify counsel for the other party. in writing~ regarding the facts. circumstances, and any other arguments supporting its position that the other party is materially out of compliance with any provision ofthe Consent Decree. Within twenty-one (21) days of receiving such notice~ the responding party will have the opportunity to inquire further about the subject ofthe complaint and infonnally resolve the issue.
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 28 of 36
2. At the conclusion ofthe twenty-one (21) day period, if Settlement Class Counselor Fairfield, after good faith efforts to resolve the matter have failed, determines that the matter has not been resolved satisfactorily, that party may request that the parties appoint a Mediator to assist in resolving the dispute.
3. In the event that the mediation ofthe dispute is unsuccessful, or that the parties do not mutually agree to mediate the dispute, then either party may apply to the Court for appropriate relief to enforce the provisions of this Decree.
C. EXTENSION OF TIME The parties may, by mutual consent, extend any time period set forth in this dispute resolution procedure. VIII. VOLUNTARY DISMISSAL WITH PREJUDICE The Class Complaint filed in this action against Fairfield and the Individual Defendants shall be dismissed in its entirety, with prejudice, upon the Effective Date, pursuant to a Joint Stipulation ofDismissal with Prejudice, attached as Exhibit G. Notwithstanding this Dismissal with Prejudice, the parties stipulate that the Court shall retain jurisdiction over the Fairfield and the Plaintiffs for purposes of such further orders as may be necessary to enforce or effectuate this Consent Decree. IX. ATTORNEYS' FEES AND EXPENSES A. Fairfield will not oppose Settlement Class Counsel's application to the Court for an allocation of 28% (and no greater percentage) ofall amounts identified for payment under Section IV(A), above, to attorneys' fees incurred on behalf of the Settlement Class, under a "common fund" theory. The common fund would include the following:
1. The Type I Allocations under Section IV(A)(l)(b) for both Category A and B, which amount in total to $1,232,500;
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 29 of 36
2. An assumption that there will be ten Settlement Class Members who file a Type I Claim and receive the $5,000 augmentation described in Section N(A)(l)(b)(v), above, which amounts in total to an additional $50,000;
3. An assumed doubling of one-quarter ('/4) of the total Type 1 Allocations pursuant to Section N(A)(l)(c). above, which amounts in total to an additional $308,125;
4. The $3,000,000 maximum total ofType 2 payments pursuant to Section 1, Paragraph 9, before any "flow in" from the Type 1 allocations; and
5. The recoveries for the five Plaintiffs, which total $550,000.
Thus, by way of example, the gross Type 1 payment to a Category A Settlement Class Member
with less than 91 days employment with Fairfield during the Settlement Class Period, under Section N(A)(I)(b)(iii), above, is $2,000; pursuant to this common fund allocation ofattomeys' fees, $560 of this amount would roll into the fee allocation (assuming that the common fund
request of28% is approved by the Court), and the remaining $1,440 would be allocated to the
Settlement Class Member. Similarly, by way ofexample, 28% ofthe recovery for each ofthe Plaintiffs will roll into the fee allocation (assuming that the common fund request of28% is approved by the Court), and the remaining 72% would be allocated to the Plaintiff. In addition, Fairfield Resorts agrees to reimburse Settlement Class Counsel for reasonable expenses incurred on behalf of the Settlement Class, in an amount to be approved by the Court, but not to exceed $50,000. The parties agree that, if the Court approves the 28% common fund fee application, then the correct amount of attorneys' fees identified pursuant to this Paragraph is $1,439,235; subject only to the Court's approval, the parties agree that this amount will be a sum certain, and shall not be further conditioned upon the accuracy of the assumptions in Sections IX(A)(2) and
29
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 30 of 36

(3), above, or upon how much ultimately is paid out to Settlement Class Members in Type I or

Type II claims.

B. Any fees and expenses payable to Settlement Class Counsel shall be within the

sole discretion of the Court. The validity of the Consent Decree is not contingent on any ruling

regarding the payment of attorneys' fees and expenses.

C. The amounts described in this Section, payment of which is subject to the Court's

approval, shall be the sum total of the amounts to be paid by Fairfield in attorneys' fees and/or

expenses with regard to This Case. This maximum recovery applies no matter how many Type I

or Type II claims are filed, and no matter how much Settlement Class Counsel incurs in time and

expenses with respect to the Decree approval process, the claims process, or any other process

related to this Decree.

D. Fairfield Resorts will issue payment to Settlement Class Counsel for such

attorneys' fees and expenses as are approved by the Court within ten (10) days after the Court

has issued its Order on Settlement Class Counsel's fee application; provided, however, that no

such payment will be made until after the Effective Date.

X.

PROCEDURESFORF~ESSHEAJUNG

A. Subject to approval by the Court, the parties hereby agree to the following

procedures and schedule for notice to Settlement Class Members and submission of this Consent

Decree to the Court for approval pursuant to Rule 23(a) of the Federal Rules of Civil Procedure.

1. At the time this Consent Decree is submitted to the Court, the parties each

agree to represent to the Court that in their opinion the Decree is fair, reasonable, and adequate to

the Settlement Class as a whole, within the meaning of that phrase contemplated by Rule 23(e)

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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 31 of 36
ofthe Federal Rules ofCivil Procedure. Counsel for the parties shall request prompt judicial approval of this Decree as written.
2. Attached hereto as Exhibit A is a proposed Notice ofProposed Class Action Settlement and Fairness Hearing, which the parties hereby request that the Court approve. Within thirty (30) days after the Preliminary Approval of this Consent Decree, the Claims Administrator shall send a copy ofthe Notice ofProposed Class Action Settlement and Fairness Hearing by first-class mail, United States Postal Service, to the last known address of each Settlement Class Member. To facilitate this notice distribution, Fairfield shall provide the list of Settlement Class Members and their addresses and social security numbers to the Claims Administrator within twenty (20) days following Preliminary Approval of this Consent Decree, in a fonnat designated by the Claims Administrator. The Claims Administrator shall make reasonable efforts to trace the addresses of any Settlement Class Members whose notice is returned and shall then re-send the notice to the resulting address. The Claims Administrator shall not, however, make any affinnative efforts to solicit Settlement Class Members to file claims, or to persuade them as to which type ofclaim to file.
3. The parties agree to request that the Court schedule a hearing to detennine whether this Consent Decree is fair, reasonable, and adequate to the Settlement Class as a whole (the "Fairness Hearing"). as required by Ru1e 23(e) of the Federal Ru1es of Civil Procedure, at the earliest practicable time on or after ninety (90) days following Preliminary Approval of this Consent Decree.
4. Any Settlement Class member who wishes to object to the tenns of this Decree, or its implementation with respect to her, shall be required to submit to the Court, not later than sixty (60) days after the Preliminary Approval of this Consent Decree (the "Cutoff
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Case 3:04-cv-01133 Document 15-2 Filed 07108/2005 Page 32 of 36
Date"), which will be stated as a "date certain" in the Notice of Proposed Class Action Settlement and Fairness Hearing mailed to the Settlement Class, a written statement of any objections, with copies to counsel for both parties. The statement shall comport with the procedures set forth in the Notice of Proposed Class Action Settlement and Fairness Hearing. The statement shall contain the individual's name, address, and telephone number, along with a statement of his or her objection(s) to the Decree and the reason(s) for those objection(s), and an express statement ofwhether she wishes to speak at the Fairness Hearing.
5. Any attorney retained by an individual Settlement Class Member at her own expense to submit objections andlor appear at the Fairness Hearing on her behalfmust, not later than the Cutoff Date, identify himlherselfin writing to the Court, submit written objections, and state expressly whether he or she desires to speak at the Fairness Hearing. The statement shall comport with the procedures set forth in the Notice ofProposed Class Action Settlement and Fairness Hearing. Objections raised at the Fairness Hearing shall be limited to those matters addressed in timely written objections.
6. Counsel for Fairfield and for the Settlement Class may conduct discovery regarding the substance of any objections on an expedited basis, so that the Fairness Hearing is not delayed thereby. XI. APPLICABLE CONTRACT PRINCIPLES
A. COUNTERPARTS This Consent Decree may be executed in one or more counterparts, and each executed copy shall be deemed an original, which shall be binding upon all parties to this Decree. B. HEADINGS
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 33 of 36
The headings in this Consent Decree are for the convenience of the parties only, and shall not limit, expand, modify, amplify, or aid in the interpretation or construction ofthis Consent Decree.
c. ENTIRE AGREEMENT
This Consent Decree, including its Exhibits, comprises the full and exclusive agreement and understanding of the parties with respect to this settlement, and supercedes all prior written or oral agreements (including, without limitation, any and all term sheets previously agreed to by the parties). No representations or inducements to compromise this action have been made, other than those recited in this Decree. This Decree does not impose any obligations on the parties beyond the terms and conditions stated herein. Accordingly, except as expressly covered by the provisions of this Decree, the Court's entry of this Decree shall not prevent or preclude Fairfield from revising its employment practices and policies or taking other personnel actions during the term ofthe Decree.
D. NO WAIVER The waiver by any party of any term, condition, covenant, or representation of this Consent Decree, or breach of any term, condition, covenant, or representation herein, in anyone instance, shall not operate as, or b~_deemed to be a waiver of, the right to enforce any other term, condition, covenant, or representation. The failure by any party at any time to enforce, or require performance of this Decree shall not operate as a waiver of, or limit such party's right at a later time to enforce or require performance of such provisions or of any other provisions of this Decree, subject to the limits of the Court's jurisdiction set forth above in Section IIJ(B). E. SEVERABILITY
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 34 of 36
Except as set forth below, if after Final Approval any tenn or provision ofthis Decree, or the application thereof to any person or circwnstances, is held to any extent to be invalid or unenforceable, the remainder ofthis Decree, or the application of such tenn or provision to persons or circwnstances other than those as to which it is held to be invalid or unenforceable, shall not be affected thereby, and each tenn and provision ofthis Decree shall be valid and enforceable to the fullest extent pennitted by law. Notwithstanding the above, if either (1) all of the monetary relief provisions in Section N; or (2) all of the equitable relief provisions in Section V; or (3) the releaselbar provisions in Section 1lI(D)(2) of this Decree, are held to be invalid or unenforceable, then the entire Decree shall be null and void.
F. GOVERNING LAW The parties agree that the validity, construction, and enforcement of this Decree shall be governed by federal law. To the extent that it is detennined that the validity, construction, or enforcement of any portion of this Decree is governed by state law, the law of the state of Tennessee shall apply. G. NOTICE TO PARTIES Whenever this Decree provides for notice to be given to the parties, such notice shall be served on the parties as follows:
Notice to the Settlement Class Shall Be Sent To: David W. Sanford, Esq. Lisa Goldblatt, Esq. SANFORD, WITTELS & HEISLER, LLP 2121 K Street, N.W. Suite 700 Washington, D.C. 20037 Notice to Fairfield Shall Be Sent To: C. Geoffrey Weirich, Esq. PAUL, HASTINGS, JANOFSKY & WALKER LLP
34
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 35 of 36

600 Peachtree Street, N.E. Suite 2400 Atlanta, GA 30308

H. EXTENSION OF TIME BY AGREEMENT OF PARTIES All time deadlines established in this Decree may be extended by agreement of the

parties.

I. BINDING AGREEMENT

This Consent Decree is binding on all parties and their successors, assigns,

representatives, and trustees.

~ ~.y ~ AGREED: DATED this

/JA I_j~
orf.!Jilli'OOs.

Respectfully submitted,

M By:

..(~ ~ ("'<"f"-

David W. Sanford

'JPP')

Lisa Goldblatt

SANFORD, WITTELS & HEISLER, LLP

2121 K Street, N.W.

Suite 700

Washington, D.C. 20037

Telephone: (202) 942-9124

Facsimile: (202) 682-8189

Ba7."oit;.L Je . onz ez

~r'fpCS''fN ')

LAW OFFICES OF JERRY GONZALEZ

Two International Plaza

Suite 705

Nashville, TN 37217

Telephone: (615) 360-6060

Facsimile: (615) 360-3333

k By:
Grant E. Moms

(b ~f'~ jf)r)

LAW OFFICES OF GRANT MORRIS

2121 K Street, N.W.

Suite 700

Washington, D.C. 20037

Telephone: (202) 661-3510

Facsimile: (202) 628-8189

Counsel for Plaintiffs

35
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Case 3:04-cv-01133 Document 15-2 Filed 07/08/2005 Page 36 of 36

BY:~ &~ C. G~ey~hiCh.P r off""")"
Jenmfer L. Kirk PAUL HASTINGS JANOFSKY & WALKER, LLP
PLLC
600 Peachtree Street., N.B. Suite 2400 Atlanta, GA 30308 Telephone: (404) 815-2400 Facsimile: (404) 815-2424
Counsel for Defendants

BY:~.~
waveD.7en£aw Jason D. Fisher WALLER, LANSDEN, DORTCH & DAVIS,
511 Union Street Suite 2700 Nashville, TN 37219-8966 Telephone: (615) 244-6380 Facsimile: (615) 244-6804

36 Case 3:04-cv-01133 Document 43 Filed 10/28/2005 Page 36 of 36

 
 U.S. District Court Middle District of Tennessee (Nashville) CIVIL DOCKET FOR CASE #: 3:04−cv−01133

BROWN, CLOSED

Wilson, et al v. Cendant Corporation, et al Assigned to: District Judge William J. Haynes, Jr Demand: $9,999,000 Cause: 42:2000e Job Discrimination (Employment)
Plaintiff

Date Filed: 12/22/2004 Date Terminated: 10/28/2005 Jury Demand: Both Nature of Suit: 442 Civil Rights: Jobs Jurisdiction: Federal Question

Patricia Wilson

represented by Grant Morris Law Offices of Grant Morris 1666 Connecticut Avenue, NW Suite 310 Washington , DC 20009 (202) 742−7783 Fax: (202) 742−7776 Email: grantemorris@gmail.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jerry Gonzalez Jerry Gonzalez, P.C. 2441−Q Old Fort Parkway Box 381 Murfreesboro , TN 37128 (615) 360−6060 Fax: (615) 360−3333 Email: jgonzalez@edge.net LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa A. Goldblatt Sanford, Wittels &Heisler, LLP 1666 Connecticut Avenue, NW Suite 310 Washington , DC 20009 (202) 742−7780 Fax: (202) 742−7776 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford Sanford, Wittels &Heisler, LLP 1666 Connecticut Avenue, NW Suite 310 Washington , DC 20009 (202) 742−7780 Fax: (202) 742−7776 Email: dsanford@nydclaw.com ATTORNEY TO BE NOTICED

Plaintiff Renita Chadwell

represented by Grant Morris (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 3:04-cv-1133

Jerry Gonzalez (See above for address) LEAD ATTORNEY
As of: 07/20/2009 11:22 AM CDT 1 of 9

ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Teresa Faw

represented by Grant Morris (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jerry Gonzalez (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) ATTORNEY TO BE NOTICED

Plaintiff
Tamara Pacwa individually and on behalf of others similarly situated, and

represented by Grant Morris (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jerry Gonzalez (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Shannon Matthews

represented by Grant Morris (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jerry Gonzalez (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Lisa A. Goldblatt Case: 3:04-cv-1133 As of: 07/20/2009 11:22 AM CDT 2 of 9

Plaintiff George "Chip"Pennington

(See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
David W. Sanford (See above for address) ATTORNEY TO BE NOTICED
represented by Grant Morris (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jerry Gonzalez (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Lisa A. Goldblatt (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
David W. Sanford (See above for address) ATTORNEY TO BE NOTICED

V. Defendant Cendant Corporation TERMINATED: 02/18/2005
Defendant Fairfield Resorts, Inc.
Case: 3:04-cv-1133

represented by Waverly David Crenshaw , Jr. Waller, Lansden, Dortch &Davis Nashville City Center 511 Union Street Suite 2100 Nashville , TN 37219 (615) 244−6380 Email: wcrenshaw@wallerlaw.com TERMINATED: 02/18/2005 LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by C. Geoffrey Weirich Paul, Hastings, Janofsky &Walker 600 Peachtree Street, NW Suite 2400 Atlanta , GA 30308−2222 (404) 815−2400 Email: geoffweirich@paulhastings.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jason D. Fisher Waller, Lansden, Dortch &Davis Nashville City Center 511 Union Street Suite 2100 Nashville , TN 37219 (615) 244−6380 Email: jason.fisher@wallerlaw.com
As of: 07/20/2009 11:22 AM CDT 3 of 9

LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jennifer Lynn Kirk Paul, Hastings, Janofsky &Walker 600 Peachtree Street, NW Suite 2400 Atlanta , GA 30308−2222 (404) 815−2400 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Defendant Mickey Ruggiero

represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Defendant John "Dave"Labelle

represented by C. Geoffrey Weirich (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jason D. Fisher (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jennifer Lynn Kirk (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Defendant Tim Hurley

represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Defendant Danny Higdon

represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Defendant Todd Griffin

represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 3:04-cv-1133 As of: 07/20/2009 11:22 AM CDT 4 of 9

Defendant Devon Boyd
Defendant Pat Doyle
Defendant Rob Crawford
Defendant Scott Roberson
Defendant James Graves
Defendant Ray Moore
Defendant Mike Pierce
Defendant Mike Thompson
Defendant Daric Fail
Defendant Sharon Barnes
Case: 3:04-cv-1133

represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
represented by C. Geoffrey Weirich (See above for address) LEAD ATTORNEY
As of: 07/20/2009 11:22 AM CDT 5 of 9

ATTORNEY TO BE NOTICED
Jason D. Fisher (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jennifer Lynn Kirk (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Waverly David Crenshaw , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Date Filed

#

Docket Text

12/22/2004

1 COMPLAINT (NO Summonses issued at this time/see cover letter for details) Filing fee paid in the amount of $150, Receipt #102524 (af) (Entered: 12/27/2004)

12/22/2004

2 NOTICE of ICMC set for 2:00 p.m. on 2/14/05 before Judge Haynes (af) (Entered: 12/27/2004)

12/22/2004

3 ATTORNEY APPEARANCE for all defts by Waverly D. Crenshaw, Jr. of Waller, Lansden, Dortch &Davis, PLLC (af) (Entered: 12/27/2004)

02/08/2005

4 MOTION by pltfs for thirty day extension of time for initial case management conference (w/proposed order) (jb) (Entered: 02/09/2005)

02/08/2005

5 MOTION by pltfs for extension of time to file motion for class certification (jb) (Entered: 02/09/2005)

02/09/2005

6 ORDER by Judge William J. Haynes Jr. granting motion for thirty day extension of time for initial case management conference [4−1]. EOD 2/11/05 (cc: all counsel) (gi) (Entered: 02/11/2005)

02/09/2005

7 ORDER by Judge William J. Haynes Jr. granting motion for extension of time until 120 days after the initial case management conference to file motion for class certification [5−1]. EOD 2/11/05 (cc: all counsel) (gi) (Entered: 02/11/2005)

02/14/2005

8 MOTION by pltfs for attorneys David W. Sanford and Lisa A. Goldblatt to appear pro hac vice (certificates of good standing to be filed separately)(PHV fees paid) (gi) (Entered: 02/14/2005)

02/14/2005

10 CLERK'S RESUME : ICMC held 2/14/05 . Court will hold off on entering a CMO; pltf has 2 wks to decide if there is a need to file a motion; if not, pltf has until the end of Feb; both responses are due the end of March and replies a week thereafter. C/R : Peggy Turner (hv) (Entered: 02/15/2005)

02/15/2005

9 ORDER by Judge William J. Haynes Jr. granting motion for attorneys David W. Sanford [8−1] and Lisa A. Goldblatt to appear pro hac vice [8−2] by pltfs. EOD 2/15/05 (cc: all counsel) (gi) (Entered: 02/15/2005)

02/17/2005

11 NOTICE by pltfs of filing certificates of good standing for Lisa Goldblatt and David Sanford (gi) (Entered: 02/18/2005)

02/17/2005

12 CERTIFICATE of Good Standing from USDC, District of MD, for David Weissbord Sanford filed by pltfs (gi) (Entered: 02/18/2005)

Case: 3:04-cv-1133 As of: 07/20/2009 11:22 AM CDT 6 of 9

02/17/2005

13 CERTIFICATE of Good Standing from USDC, District of MD, for Lisa Ann Goldblatt filed by pltfs (gi) (Entered: 02/18/2005)

02/18/2005

14 AMENDED COMPLAINT−CLASS ACTION [1−1] by pltfs terminating deft Cendant Corporation; jury demand (gi) (Entered: 02/22/2005)

07/08/2005

15 Joint MOTION for Settlement (Requesting Preliminary Approval of Proposed Consent Decree) by John "Dave"Labelle, Tim Hurley, Danny Higdon, Todd Griffin, Devon Boyd, Pat Doyle, Rob Crawford, Scott Roberson, James Graves, Ray Moore, Patricia Wilson, Mike Pierce, Mike Thompson, Daric Fail, Renita Chadwell, Teresa Faw, Tamara Pacwa, Shannon Matthews, George "Chip"Pennington, Cendant Corporation, Fairfield Resorts, Inc., Mickey Ruggiero. Responses due by 7/25/2005 (Attachments: # 1 Exhibit 1 Proposed Court−Approved Consent Decree# 2 Exhibit 1A Important Notice of Class Action Settlement# 3 Exhibit 1B Type I Claim For Settlement Award From Fairfield Resorts# 4 Exhibit 1C Type II (Arbitration) Claim for Settlement Award from Fairfield Resorts# 5 Exhibit 1D Type I Full and Final Release of Claims# 6 Exhibit 1E Type II Full and Final Release of Claims# 7 Exhibit 1F−1 Release of Claims (Wilson)# 8 Exhibit 1F−2 Release of Claims (Chadwell)# 9 Exhibit 1F−3 Release of Claims (Faw)# 10 Exhibit 1F−4 Release of Claims (Pacwa)# 11 Exhibit 1F−5 Release of Claims (Matthews)# 12 Exhibit 1G Joint Stipulation of Dismissal with Prejudice# 13 Exhibit 2 Order Preliminarily Approving Proposed Consent Decree)(Crenshaw, Waverly) (Entered: 07/08/2005)

07/12/2005

16 ORDER preliminarily approving 15 proposed consent decree. Fairness hearing to be held on 10/21/05 at 1:30. Any member of the settlement class may object to the proposed consent decree by filing an objection by 9/16/05. Settlement class members who wish to exclude themselves from the settlement must do so in writing. Requests to opt out must be received by the Clerk of the USDC by 9/16/05. Signed by Judge William J. Haynes on 7/12/05. (gi, ) (Entered: 07/14/2005)

07/29/2005

17 Joint MOTION to Continue Fairness Hearing by John "Dave"Labelle, Tim Hurley, Danny Higdon, Todd Griffin, Devon Boyd, Pat Doyle, Rob Crawford, Scott Roberson, James Graves, Ray Moore, Patricia Wilson, Mike Pierce, Mike Thompson, Daric Fail, Renita Chadwell, Teresa Faw, Tamara Pacwa, Shannon Matthews, George "Chip"Pennington, Cendant Corporation, Fairfield Resorts, Inc., Mickey Ruggiero. Responses due by 8/15/2005 (Crenshaw, Waverly) (Entered: 07/29/2005)

08/04/2005

18 ORDER granting 17 Motion to Continue Fairness Hearing to 10/28/05 at 1:30 pm: counsel must provide prompt notice to the class of this resetting and provide a copy of such notice to the Court. Signed by Judge William J. Haynes on 8/4/05. (hv) (Entered: 08/04/2005)

08/08/2005

19 NOTICE of Filing by John "Dave"Labelle, Tim Hurley, Danny Higdon, Todd Griffin, Devon Boyd, Pat Doyle, Rob Crawford, Scott Roberson, James Graves, Ray Moore, Patricia Wilson, Mike Pierce, Mike Thompson, Daric Fail, Renita Chadwell, Teresa Faw, Tamara Pacwa, Shannon Matthews, George "Chip"Pennington, Fairfield Resorts, Inc., Mickey Ruggiero of Amended Notice of Proposed Class Action Settlement and Fairness Hearing (Attachments: # 1 Exhibit A (Amended Notice of Proposed Class Action Settlement and Fairness Hearing))(Crenshaw, Waverly) (Entered: 08/08/2005)

08/08/2005

20 Joint MOTION re 19 Notice (Other), Notice (Other), Notice (Other) Requesting the Court to Sign the Amended Version of the Notice of Proposed Class Action Settlement and Fairness Hearing

Case: 3:04-cv-1133 As of: 07/20/2009 11:22 AM CDT 7 of 9

08/11/2005 08/11/2005 08/17/2005
08/18/2005 08/22/2005 08/30/2005
10/07/2005
10/07/2005 10/07/2005 10/11/2005 10/11/2005 10/12/2005
10/13/2005 10/14/2005 10/14/2005

by John "Dave"Labelle, Tim Hurley, Danny Higdon, Todd Griffin, Devon Boyd, Pat Doyle, Rob Crawford, Scott Roberson, James Graves, Ray Moore, Patricia Wilson, Mike Pierce, Mike Thompson, Daric Fail, Renita Chadwell, Teresa Faw, Tamara Pacwa, Shannon Matthews, George "Chip"Pennington, Cendant Corporation, Fairfield Resorts, Inc., Mickey Ruggiero. Responses due by 8/25/2005 (Crenshaw, Waverly) (Entered: 08/08/2005)
21 MOTION Assign New Civil Action Number re 16 Order on Motion for Settlement, by George "Chip"Pennington. Responses due by 8/29/2005 (Goldblatt, Lisa) (Entered: 08/11/2005)
22 AMENDED COMPLAINT against John "Dave"Labelle, Danny Higdon, Fairfield Resorts, Inc., filed by George "Chip"Pennington.(Goldblatt, Lisa) (Entered: 08/11/2005)
23 ORDER denying 21 Motion for the Court to Order the Clerk of Court to assign a new civil action number to this severed case. The action shall remain as to this pltf under this case number . Signed by Judge William J. Haynes on 8/17/05. (km, ) (Entered: 08/18/2005)
25 Letter from Deborah Lormand re settlement. (gi, ) (Entered: 08/31/2005)
26 Letter from Candy Ames re settlement. (gi, ) (Entered: 08/31/2005)
24 ORDER granting 20 Motion requesting the Court to sign amended version of the notice of proposed class action settlement and fairness hearing. Signed by Judge William J. Haynes on 8/29/05. (gi, ) (Entered: 08/30/2005)
27 MOTION for attorney Geoffrey Weirich and Jennifer Kirk to Appear Pro Hac Vice by Fairfield Resorts, Inc.. Responses due by 10/24/2005 (PHV fees paid) (Crenshaw, Waverly) Modified on 10/13/2005 (gi, ). (Entered: 10/07/2005)
28 CERTIFICATE OF GOOD STANDING filed by Fairfield Resorts, Inc.. (Crenshaw, Waverly) (Entered: 10/07/2005)
29 CERTIFICATE OF GOOD STANDING filed by Fairfield Resorts, Inc.. (Crenshaw, Waverly) (Entered: 10/07/2005)
30 STIPULATION of Dismissal by John "Dave"Labelle, George "Chip"Pennington, Fairfield Resorts, Inc.. (Crenshaw, Waverly) (Entered: 10/11/2005)
31 ORDER granting 27 Motion for Geoffrey Weirich and Jennifer Kirk to Appear Pro Hac Vice . Signed by Judge William J. Haynes on 10/11/05. (gi, ) (Entered: 10/11/2005)
32 ORDER dismissing deft Franz Hanning; pltf to file a third amended complaint by 10/17/05; defts shall have 10 days from the date of the filing of the amended complaint to file their answer . Signed by Judge William J. Haynes on 10/12/05. (gi, ) (Entered: 10/12/2005)
33 RECEIPT #107023 in the amount of $150.00 for PHV fees for Attys Weirich &Kirk. (gi, ) (Entered: 10/13/2005)
34 NOTICE of Filing by George "Chip"Pennington (Goldblatt, Lisa) (Entered: 10/14/2005)
35 AMENDED COMPLAINT Third against Cendant Corp, Fairfield Resorts, Inc, John "Dave" Labelle, Danny Higdon, and Sharon Barnes, filed by George "Chip" Pennington.(Goldblatt, Lisa) Modified text on 10/17/2005 (gi, ). (Entered: 10/14/2005)

Case: 3:04-cv-1133 As of: 07/20/2009 11:22 AM CDT 8 of 9

10/24/2005 10/24/2005 10/24/2005 10/24/2005 10/26/2005 10/28/2005
10/28/2005 10/28/2005
10/28/2005 01/20/2006 01/20/2006 01/20/2006
01/24/2006 01/25/2006 02/27/2006

36 Defendant Sharon Barnes' ANSWER to Third Amended Complaint by Sharon Barnes.(Kirk, Jennifer) Modified Text on 10/25/2005 (jb). (Entered: 10/24/2005)
37 Defendant Fairfield Resorts, Inc.'s ANSWER to Third Amended Complaint by Fairfield Resorts, Inc..(Kirk, Jennifer) Modified Text on 10/25/2005 (jb). (Entered: 10/24/2005)
38 Defendant John "Dave" LaBelle's ANSWER to Third Amended Complaint by John "Dave" Labelle.(Kirk, Jennifer) Modified Text on 10/25/2005 (jb). (Entered: 10/24/2005)
39 MEMORANDUM in Support of Final Approval of Consent Decree re 15 16 by Fairfield Resorts, Inc. (Kirk, Jennifer) Modified Text on 10/25/2005 (jb). (Entered: 10/24/2005)
40 DECLARATION of Mark Patton filed by Fairfield Resorts, Inc.. (Kirk, Jennifer) (Entered: 10/26/2005)
41 ORDER: Granting 21 MOTION Assign New Civil Action Number re 16 Order on Motion for Settlement, filed by George "Chip" Pennington. Clerk shall transfer all filings involving the Plaintiff Pennington to a new case number. Signed by Judge William J. Haynes on 10/27/05. (dt) (Entered: 10/28/2005)
42 Minute Entry for proceedings held before Judge William J. Haynes : Fairness Hearing held on 10/28/05. Court given final approval of class action settlement. Preliminary approval made final. (Court Reporter Peggy Turner.) (jb) (Entered: 10/31/2005)
43 COURT−APPROVED CONSENT DECREE: This action is dismissed in its entirety, with prejudice. The Court shall retain jurisdiction over the Fairfield and the pltfs for purposes of such further orders as may be necessary to enforce or effecutuate this Consent Decree. See Consent Decree for more details. Signed by Judge William J. Haynes on 10/28/05. (jb) (Entered: 10/31/2005)
44 Docket entry number 43 is hereby entered on the docket in compliance with Rule 58 and/or Rule 79(a) of the Federal Rules of Civil Procedure on 10/31/05 by JB. (jb) (Entered: 10/31/2005)
45 Consent MOTION for Extension of Time to File Fee Application by Patricia Wilson, Renita Chadwell, Teresa Faw, Tamara Pacwa, Shannon Matthews. Responses due by 2/6/2006 (Sanford, David) (Entered: 01/20/2006)
46 Consent MOTION for Attorney Fees by Patricia Wilson, Renita Chadwell, Teresa Faw, Tamara Pacwa, Shannon Matthews. Responses due by 2/6/2006 (Sanford, David) (Entered: 01/20/2006)
47 MEMORANDUM in Support of 46 Consent MOTION for Attorney Fees filed by Patricia Wilson, Renita Chadwell, Teresa Faw, Tamara Pacwa, Shannon Matthews. (Attachments: # 1 Exhibit Affidavit of David W. Sanford# 2 Exhibit Consent Decree# 3 Exhibit Calculation of Legal Fees# 4 Exhibit Calculation of Legal Fees)(Sanford, David) (Entered: 01/20/2006)
NOTE TO FILER RE DE #47, Exhibit 1: Signed affidavit should be filed as a separate event, not as an attachment; it is not necessary to refile this document. (gi, ) (Entered: 01/24/2006)
48 ORDER granting 46 Motion for Attorney Fees . Signed by Judge William J. Haynes on 1/24/06. (gi, ) (Entered: 01/25/2006)
49 ORDER granting 45 Motion for Leave to file fee petition out of time for clarity of the record . Signed by Judge William J. Haynes on 2/27/06. (gi, ) (Entered: 02/27/2006)

Case: 3:04-cv-1133 As of: 07/20/2009 11:22 AM CDT 9 of 9