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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

RICHARD HOM, an individual on

behalf of himself and JUSTIN

KELLEY, an individual, on behalf of

himself, and on behalf of all persons

similarly situated,

Plaintiff,

vs.

DHL EXPRESS (USA), INC., an Ohio

corporation conducting business in the

State of California, and Does 1 to 10.

 Defendants. ________________________________

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CASE NO. C 08-03756 JL

[PROPOSED] ORDER GRANTING

MOTION FOR FINAL APPROVAL OF

CLASS ACTION SETTLEMENT

On April 14, 2010, the Court heard the joint motion of Defendant DHL

Express (USA), Inc. (“DHL” or “Defendant”) and Plaintiffs Richard Hom and

Justin Kelley (“Plaintiffs”) for final approval of the class action settlement of the

above entitled case, the Honorable James Larson presiding, Having considered the

papers submitted in support of the motion and having heard oral argument of the

parties, the Court HEREBY ORDERS AS FOLLOWS:

1. This Court has jurisdiction over the subject matter of the above entitled

case and over all parties, including all Class Members.

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2. The Court grants final approval of the settlement of the above class

action based upon the terms set forth in the Joint Stipulation of Class Settlement

and Class Settlement Agreement and Release (“Settlement Agreement”) filed with

the Court. This Settlement Agreement includes the settlement of all claims brought

by Plaintiffs on behalf of themselves and similarly situated employees of DHL who

work or worked as Field Service Supervisors in California. All terms used in this

final approval order shall have the same meaning as defined in this Settlement

Agreement.

3. The Court finds that the Settlement was the product of protracted,

arms-length negotiations between experienced counsel, assisted by a respected

mediator. The Court further finds that the Settlement is fair, adequate, reasonable,

and in the best interest of the Settlement Class Members and hereby grants final

approval to the Settlement. In so doing, the Court has thoroughly considered such

factors as: the strength of the Plaintiffs’ case; the risk, expense, complexity, and

likely duration of further litigation, the risk of maintaining class action status

throughout the trial; the amount offered in settlement, the extent of discovery

completed and the stage of the proceedings; the experience and views of counsel;

and the reaction of the Class Members to the proposed Settlement.

4. Pursuant to the Court’s Order Granting Preliminary Approval of the

Class Action Settlement ("Preliminary Approval Order”) entered on November 19,

2009, the Court preliminarily certified for settlement purposes only the following

Settlement Class in accordance with Rule 23(e) of the Federal Rules of Civil

Procedure and under section 16(b) of the Fair Labor Standards Act (“FLSA”), 29

U.S.C. § 216(b):

All current or former Field Services Supervisors employed

by Defendant DHL in the State of California between

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August 6, 2004 and November 19, 2009 and who have not

executed a general release of known and unknown

employment claims against DHL, unless such release

specifically permits participation in this Settlement by

reference to this lawsuit.

5. The proposed Class meets the requirements for certification under Rule

23 of the Federal Rules of Civil Procedure: (a) the proposed Class is ascertainable

and so numerous that joinder of all members of the class is impracticable; (b) there

are questions of law or fact common to the proposed Class; (c) the claims of

Plaintiffs Richard Hom and Justin Kelley are typical of the claims of the members

of the proposed Class; (d) Plaintiffs Richard Hom and Justin Kelley will fairly and

adequately protect the interests of the Class Members; (e) a class action is superior

to other available methods for an efficient adjudication of this controversy; and (f)

the counsel of record for the Class Representatives is qualified to serve as counsel

for the Class Representatives in their own capacity as well as their representative

capacity and for the Class.

6. In accordance with the Preliminary Approval Order, the Settlement

Administrator caused to be mailed the Notice, including the Claim and Exclusion

Forms (collectively the “Notice Packet”) to all Class Members. The Notice Packets

were sent via first class mail within the time mandated in the Preliminary Approval

Order, and adequately informed the Class of: (1) the pendency of the proposed

Settlement Agreement; (2) all material elements of the proposed Settlement; (3) the

April 14, 2010 hearing date for final approval of the Settlement; and (4) the

opportunity to be excluded from the proposed Class or otherwise object to the

proposed Settlement. The Declaration of Bernella Lenhart on behalf of the

Settlement Administrator, filed on March 8, 2010, demonstrates that the Settlement

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Administrator has complied with the Preliminary Approval Order. This Notice

fully satisfied the requirements of due process, having been sent to all Class

Members who could be identified through reasonable effort, and was the best

notice practicable under the circumstances.

7. The Court confirms the law firms of Morris and Associates and United

Employee Law Group as Class Counsel, and Plaintiffs Richard Hom and Justin

Kelley as the Class Representatives.

8. The Court grants final approval to the following payments and

authorizes the Settlement Administrator to make such payments out of the Total

Settlement Amount in accordance with the terms of the Settlement Agreement:

a) an award of attorneys’ fees to Class Counsel in an amount of

$185,000.00, plus costs in the amount of $10,000; and

b) service payments to Plaintiffs Richard Hom and Justin Kelley of

$8,500 per person; and

c) the PAGA Payment of $20,000; and

d) the fees and expenses of the Claims Administrator not to exceed

$20,000

9. The Court grants final approval and authorizes the Settlement

Administrator to pay in accordance with the terms of the Settlement Agreement:

(1) the Individual Settlement Amounts to the Settlement Class Members who have

returned accepted claims and (2) the employee portion of all applicable tax

withholdings including, but not limited to, FICA, FUTA and other employment

related taxes and withholding of federal, state and local income taxes and (3) the

amount of up to Twenty-Eight Thousand Dollars ($28,000) as and for the

employer’s share of FICA, FUTA, and all other state and federal payroll taxes and

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deductions for the wage portion of the Settlement Payments

10. No objections have been filed by any Class Member.

11. __________ Class Members timely opted out of the Settlement by

submitting a valid Request for Exclusion.

12. The Court enjoins any Settlement Class Member from filing any claim

with the California Division of Labor Standards Enforcement (“DLSE”), or from

initiating other proceedings, regarding any of the Claims released or to be released

as part of this Settlement.

13. The Settlement is not an admission by Defendants nor is this Order a

finding of the validity of any claims asserted in the consolidated actions or any

wrongdoing by Defendant. In addition, the Settlement is not an admission nor is

this Order a finding that the certification of the Settlement Class is proper for any

purpose or proceeding other than for settlement purposes in the present case.

Furthermore, neither this Order, the settlement, any judgment, nor any document,

statement, proceeding, or conduct related to the Settlement shall be construed as, or

deemed to be evidence of, or an admission or concession with regard to, the denials

or defenses by Defendant, and shall not be offered in evidence in any action or

proceeding against the parties in any court, administrative agency, or other tribunal

for any purpose whatsoever other than to enforce the provisions of this Order.

However, the Settlement Agreement may be admitted in evidence and otherwise

used in any and all proceedings to enforce any or all terms of the Settlement, or in

defense of any claims released or barred by the Settlement.

14. The Complaint and all claims alleged therein are hereby dismissed with

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prejudice against all members of the Settlement Class in favor of Defendant.

Without affecting the finality of this Order, this Court retains continuing

jurisdiction over the interpretation, implementation, administration, and

enforcement of the terms of the Settlement.

Dated: _______________ _______________________________

Honorable James Larson

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