exv10w1






Exhibit 10.1




Global Settlement Agreement




     This Global Settlement Agreement (the “Agreement”) is executed between and among Federal
Signal Corporation (“Federal Signal”) and the law firm of Cappelli Mustin LLC, including each
individual attorney within Cappelli Mustin (“the Firm”) on behalf of all of the Claimants the Firm
represents (hereinafter collectively referred to as “the Parties”). The premises of this Agreement
are as follows:




	 	A.	 	The Firm represents eleven hundred and twenty-five (1125) firefighters (“Claimants”)
who have asserted personal injury claims against Federal Signal (“Claims”). These
Claimants allege, among other things, that Federal Signal manufactured an audible warning
device (i.e., a siren) used on Fire Department vehicles, and that this product (the
“Product”) caused them to suffer physical damage and a loss of hearing (the “Injuries”).
Three hundred and eight (308) of these Claimants have filed lawsuits against Federal Signal
in the Circuit Court of Cook County, Illinois, County Department, Law Division, and six (6)
Claimants have filed lawsuits against Federal Signal in the Court of Common Pleas in
Philadelphia County, Pennsylvania, First Judicial District (hereinafter collectively
referred to as “Lawsuits”).
	 
	 	B.	 	This Agreement is binding and applicable to the Firm, including its predecessors,
successors, all individual attorneys who are part of the Firm as of the date of this
Agreement, including but not limited to Joseph Cappelli, Mark Mustin, and Shawn Sassaman,
and any attorneys who may join Cappelli Mustin in the future, as well




 









 






	 	 	 	as Federal Signal’s various parent companies, principals, affiliates, subsidiaries, owners,
officers, agents, employees, attorneys, and spouses, and (as to each of the foregoing) their
heirs, assigns, and successors.






	 	C.	 	Federal Signal generally denies the allegations made in these Claims and Lawsuits and
denies that its Product caused any Injuries to Claimants. Nonetheless, to avoid the
expense and uncertainty of further litigation, Federal Signal and the Firm, on behalf of
the Claimants it represents, wish to execute this Agreement and agree as follows:





Terms and Conditions Regarding Payment of Settlement Funds





	 	D.	 	Federal Signal agrees to pay a total amount of Three Million, Eight Hundred Thousand
($3,800,000) to settle the Claims and Lawsuits, subject to the following terms, conditions,
and procedures:






	 	1.	 	This settlement amount includes payments to Claimants, as well as any and all
costs, fees, and other expenses incurred by the Firm in connection with its
representation of Claimants. Based on guidelines discussed between the parties,
including guidelines proposed by the Court in Cook County, the Firm shall distribute
settlement proceeds to the Claimants based on the merits of each individual Claim.
The Firm acknowledges and agrees that these guidelines represent reasonable good faith
evaluations of the Claims and shall comply with all applicable laws and professional
obligations in distributing settlement proceeds.




 









 












	 	2.	 	Each Claimant who agrees to settle their Claims signs a release in a form
acceptable to Federal Signal (hereinafter “Release”), the form of which is attached to
this Agreement.
	 
	 	3.	 	Each Claimant who agrees to settlement and who is a plaintiff in the Lawsuits
dismisses their Lawsuit, with prejudice.
	 
	 	4.	 	Within 90 days following the execution of this Agreement, at least 93% of the
Claimants identified in Appendix A shall agree to settle their Claims, sign a Release,
and provide the signed Release to Federal Signal. These Claimants comprise all of
those Claimants who, based upon the screening audiogram provided to Federal Signal by
the Firm, have hearing loss measured at or greater than 25 dB at any one of the three
frequencies of 3 kHz, 4 kHz, or 6 kHz. If less than the 93% of these Claimants do not
agree to settle their Claims and provide a signed Release to Federal Signal, this
Agreement shall be null and void.
	 
	 	5.	 	If all the conditions specified in paragraphs 1, 2, 3, and 4 are met, and less
than 100% of the 1125 Claimants agree to settle their claims and sign a Release, the
total amount paid by Federal Signal shall be reduced by the percentage of Claimants who
do not agree to this settlement. For illustrative purposes, if 1% of the total number
of Claimants does not agree to settle their claims and sign a Release, the total amount
paid by Federal Signal would be reduced by 1% of $3,800,000 or $38,000.
	 
	 	6.	 	The Firm shall withdraw from representing any Claimants who do not agree to
settle their Claims and sign a Release, including Claimants who have filed




 









 






	 	 	 	Lawsuits. The Firm shall send to Federal Signal a copy of the actual letter it sends to
each of these Claimants, confirming to the Claimant that the Firm no longer represents
the Claimant.






	 	7.	 	If requested by Federal Signal, the Firm agrees to issue a public statement
commenting on the settlement. The language of such statement must be acceptable to
Federal Signal. The Firm agrees that any such statement as described in this paragraph
will be its sole public commentary on the settlement, as well as the Claims, Lawsuits,
Product, and Injuries. The Firm agrees that Federal Signal may include this statement
in any public announcements it may make regarding the settlement. The Firm otherwise
agrees to maintain the confidentiality of all matters regarding this settlement.
	 
	 	8.	 	Within 90 days after execution of this Global Settlement Agreement or no later
than the date that the last Release is delivered to Federal Signal, whichever is later,
the Firm shall return to Federal Signal all Federal Signal documents and Federal Signal
electronic information in its possession that it has obtained in this litigation,
regardless of how it obtained the documents or electronic information. Alternatively,
the firm may certify in writing that it has destroyed, deleted, erased, or otherwise
permanently discarded all Federal Signal documents and electronic information by
identifying the documents it is destroying by document type and Bates number or by
electronic file name for information that is only maintained in electronic form. Any
documents or electronic information that was marked Confidential or subject to
heightened




 









 






	 	 	 	protection shall be shredded or disposed of in a secure fashion so as to maintain the
confidentiality of any such document or electronic information..






	 	9.	 	Federal Signal shall not issue any payment until conditions set forth in
paragraphs described in paragraphs 1 through 8 have been satisfied. Once all of these
conditions have been satisfied, Federal Signal shall pay to the Firm the amount
specified in this Agreement and the Firm shall assume all responsibility and liability
for distributing settlement proceeds to individual Claimants.
	 
	 	10.	 	No modification or amendment to any of the dates set forth in any of the
preceding paragraphs shall be valid unless made in writing and agreed to by the
Parties.
	 
	 	11.	 	The Firm agrees that it will not offer consulting services to any current or
future attorneys who assert, or who are contemplating assertion of, claims or lawsuits
against Federal Signal involving the Product or Injuries. Notwithstanding the
foregoing, this Agreement shall not be construed to prevent the Firm from complying
with any and all ethical obligations it may have under applicable laws, regulations,
and professional standards.
	 
	 	12.	 	In the event that any Claimant who has agreed to settle their Claim and has
executed a Release thereafter files a Lawsuit or otherwise seeks to negate, void, or
avoid this Release for any reason, the Firm agrees to indemnify and hold Federal Signal
harmless in connection with any such claim, lawsuit, or action asserted by any such
Claimant.










 









 












	 	13.	 	The Firm shall use its best efforts to assist Claimants in complying with any
obligations set forth in the Release, including but not limited to providing
information to Federal Signal in connection with any reporting obligations it may have
regarding potential Medicare liens or set asides, as well as dismissals of Lawsuits.





Other Terms and Conditions





	 	E.	 	Should Federal Signal or Claimant be required to participate in litigation to enforce
any portion of this Agreement, the Parties agree that the losing party shall pay reasonable
attorneys’ fees and costs to the prevailing party. The Parties further agree and
acknowledge that the breach of any term of this Agreement would cause irreparable injury
and that specific performance and injunctive relief are appropriate means of relief (among
others) for enforcing this Agreement.
	 
	 	F.	 	The Parties agree that this Agreement was not drafted by any particular party, but was
drafted jointly by both Parties and no Party shall be able to argue that the other Party is
responsible for the drafting of the Agreement. In interpreting or construing this
agreement, no rule of construction shall be employed that strictly construes the Agreement
against either Party
	 
	 	G.	 	This Agreement shall not be modified or amended except in writing, signed by all
Parties hereto.
	 
	 	H.	 	This Agreement may be signed in counterparts, each of which shall constitute an
original and collectively shall constitute a single agreement, and in pleading or




 









 






	 	 	 	proving any provision of this Agreement it shall not be necessary to produce more than one
such counterpart, or a copy or facsimile thereof.






	 	I.	 	The Parties agree that a facsimile, photocopy, or other replicated signature is
sufficient to make this Agreement binding, and no Party is required to produce or maintain
an original signature in order to make this Agreement enforceable
	 
	 	J.	 	The parties agree that this Agreement shall be governed by and construed in accordance
with the laws of the state of Illinois. This Agreement supersedes all prior agreements,
negotiations or understandings, whether written or oral, between the parties. No promise,
agreement, statement or representation not expressed herein has been made to or been relied
upon by the parties and this document of eight (8) pages contains the entire agreement
between the parties.
	 
	 	K.	 	Each individual that signs below represents that he or she has authority to to enter
into this Agreement and bind his or her respective party.




AGREED:




	 	 	 	 	 	 	 	 	 	 	 

	Federal Signal Corporation	 	 	 	Cappelli Mustin LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	By:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Its:

	 	 	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 	 	 

	SWORN TO AND SUBSCRIBED	 	 	 	SWORN TO AND SUBSCRIBED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	before me this           day	 	 	 	before me this           day	 	 
	of                     , 2010.	 	 	 	of                     , 2010.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	NOTARY PUBLIC	 	 	 	NOTARY PUBLIC