EXHIBIT A 

JOINT STIPULATION 

OF SETTLEMENT AND RELEASE 

Subject to approval by the United States District Court for the Southern District of Ohio, 

Eastern Division, Hon. George C. Smith, U.S. District Judge, presiding (“District Court”), Plaintiff 

Arshad Al-Sabur, individually and on behalf of the Class Members, and Defendant ADS Alliance 

Data Systems, Inc. (“Alliance Data”), agree to the terms of this Joint Stipulation of Settlement and 

Release. 

DEFINITIONS 

1. “Action” shall mean the civil action in the United States District Court for the Southern 

District of Ohio, Eastern Division entitled Arshad Al-Sabur v. ADS Alliance Data Systems, Inc.,

Case No. 2:18-cv-957. 

2. “Complaint” shall mean the Complaint Plaintiff filed in the Action on August 27, 2018. 

3. “Representative Plaintiff” or “Plaintiff” shall mean Arshad Al-Sabur. 

4. “Defendant” or “Alliance Data” shall mean ADS Alliance Data Systems, Inc. and all of 

its former, current and respective officers, directors, agents, employees, as well as its parents, 

predecessors, successors, subsidiaries, and related and affiliated entities, including each of their 

respective former and current officers, directors, agents, and employees. 

5. “Class Members” shall consist of Representative Plaintiff, the Existing Opt-In Plaintiffs 

and all of the “Eligible Settlement Participants” who execute and return Consent and Release 

Forms as described below. 

6. “Additional Remuneration” shall mean and include shift differentials for working certain 

hours, nondiscretionary bonus payments or performance incentives, and other allegedly 

nondiscretionary bonus payments. 

7. “Eligible Settlement Participants” consist of the employees identified in Appendix 1 as 

“Eligible Settlement Participants” who have not already joined the case, and who are current and 

former employees of Defendant Alliance Data in its Alliance Data Card Services line of business 

who received a base hourly wage and Additional Remuneration during any workweek that they 

worked over 40 hours in any workweek between October 22, 2015 and May 24, 2019. 

8. “Parties” shall mean the Representative Plaintiff and Defendant, and “Party” shall mean 

any one of the Parties. 

9. “Class Counsel” are Shannon M. Draher and Hans A. Nilges of Nilges Draher LLC, 

Matthew J.P. Coffman of Coffman Legal, LLC, and Daniel I. Bryant of Bryant Legal, LLC. 

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“Defendant’s Counsel” are Gregory V. Mersol, Gilbert P. Brosky and Dustin M. Dow of Baker 

& Hostetler LLP. 

10. “Settlement” or “Agreement” shall mean this Joint Stipulation of Settlement and 

Release. 

11. “Third-Party Administrator” shall mean CPT Group or another third party administrator 

on which the parties may subsequently agree. 

12. “Opt-In Party Plaintiffs” shall mean the Class Members who have filed a Consent to 

Join in this Action. 

RECITALS 

13. On August 27, 2018, Representative Plaintiff Arshad Al-Sabur commenced the Action 

on behalf of himself and all others similarly situated to him with respect to the claims he asserted. 

14. In the Action, Plaintiff alleged that Defendant unlawfully excluded Additional 

Remuneration payments in determining the regular rates for overtime compensation paid to 

Plaintiff and other employees for hours they worked over 40 each workweek, in violation of the 

Fair Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201-219, as well as a “class action” pursuant 

to Fed. R. Civ. P. 23 to remedy violations of the Ohio Wage Act, R.C. § 4111.03. 

15. Defendant denied liability and disputes the damages asserted by Plaintiff. 

16. Plaintiff believes that the Action is meritorious based on alleged violations of the FLSA, 

and that the Action is appropriate for collective treatment. Defendant denies the merits of the 

Action. 

17. Between October 2018 and April 2019, the Parties engaged in informal yet 

comprehensive discovery regarding Plaintiff’s claims and Defendant’s defenses to such claims. 

18. On April 28, 2019, the Parties reached an agreement to settle the Action on the terms 

set forth in this Settlement Agreement. 

19. It is the desire of the Parties to fully, finally, and forever settle, compromise, and 

discharge all Released Claims (as defined in Paragraph 30 of the Agreement) for the Release 

Period (as defined in paragraph 31 of the Agreement). 

20. Class Counsel represents that they have conducted a thorough investigation into the 

facts of this Action, and have diligently pursued an investigation of Plaintiff’s claims against 

Defendant, including researching the applicable law and the potential defenses. Based on their 

own independent investigation and evaluation, Class Counsel is of the opinion that the Settlement 

is fair, adequate and reasonable and is in the best interest of the Class Members in light of all 

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known facts and circumstances, including the risk of significant delay and Defendant’s defenses. 

Defendant agrees that the Settlement is fair, adequate and reasonable. 

21. This Settlement represents a compromise of disputed claims. Nothing in this Settlement 

is intended or will be construed as an admission by Defendant that Plaintiff’s claims in the Action 

have merit or that Defendant has liability to Plaintiff on all of those claims. 

SETTLEMENT PAYMENTS 

22. Total Eligible Settlement Amount: The Total Eligible Settlement Amount is 

$525,000.00, which sum will cover: (a) all of the potential Individual Payments (as defined in 

paragraph 23 of the Agreement) to the Class Members, including a Class Representative Payment 

(as defined in paragraph 28 of the Agreement) to Representative Plaintiff Arshad Al-Sabur and 

an Incentive Payment (as defined in paragraph 28 of the Agreement) to plaintiff Anthony Qualls; 

and (b) Class Counsel’s attorney’s fees and expenses. In no event will Alliance Data’s liability 

under this agreement exceed the Total Eligible Settlement Amount. Alliance Data, however, 

agrees to pay for the cost of the third party administrator separate from the Total Eligible 

Settlement Amount. 

23. Settlement Payments to Class Members: $330,204.25 of the Total Eligible Settlement 

Amount will be divided into individual payments to the Class Members (“Individual Payments”). 

24. Calculation of Individual Payments: The Individual Payments were calculated by 

Class Counsel’s data analyst and approved by Class Counsel, and are based individually on 

Representative Plaintiff’s and each Eligible Settlement Participant’s alleged overtime damages 

during the Calculation Period. The Individual Payments are provided in Appendix 1. 

25. Calculation Period: The Calculation Period for the Class Members shall mean the 

period between October 22, 2015 and May 24, 2019, 2019. 

26. Retention of Individual Payments: Any Individual Payments designated to Eligible 

Settlement Participants who do not execute and return Consent and Release Forms (attached as 

Exhibit B to the Parties’ Joint Motion for Approval of Settlement) will be returned to Defendant. 

27. Treatment of Individual Payments: The Class Member’s Individual Payment will be 

treated as payment for wages, and Defendant will issue to each Class Member an IRS Form W-2 

for all amounts paid as wages under this Settlement. Defendant will determine the proper tax 

withholding amounts on the wage payments in accordance with each Class Member’s previously 

elected wage withholding instructions, and Defendant is responsible for payment of the 

employer’s share of payroll taxes required by law. 

28. Class Representative And Incentive Payment: $12,500.00 of the Total Eligible 

Settlement Amount will be paid to Representative Plaintiff Arshad Al-Sabur (the “Class 

Representative Payment”), in addition to his Individual Payment, in exchange for signing and 

adhering to the terms of a general release of all claims against Defendant, including all pending 

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claims (proposed and attached as Exhibit C to the Parties’ Joint Motion For Approval of 

Settlement). Defendant will issue to Representative Plaintiff a Form 1099- Misc., in Box 3, with 

respect to the Class Representative Payment. The Class Representative payment is conditioned 

in part on Representative Plaintiff providing Defendant’s counsel with a completed W-9 form. 

$2,500.00 of the Total Eligible Settlement Amount will also be paid to opt-in plaintiff Anthony 

Qualls, in addition to his Individual Payment, as an incentive payment in exchange for the 

assistance he provided to Class Counsel during the Action (the “Incentive Payment”). Defendant 

will also issue a Form 1099 Misc., in Box 3, with respect to the Incentive Payment. The Incentive 

Payment is conditioned in part on Anthony Qualls providing Defendant’s counsel with a 

completed W-9 form. 

29. Class Counsel’s Attorney’s Fees and Expenses: Class Counsel will request, and 

Defendant will not oppose, that one third of the Total Eligible Settlement Amount ($175,000) be 

paid to Class Counsel for attorney’s fees expenses. Class Counsel will also request, and 

Defendant will not oppose, that they be paid their expenses (which are currently estimated at 

$4,795.75) incurred in the Action from the Total Eligible Settlement Amount. If approved by the 

Court, Defendant will distribute attorney’s fees and expenses to Class Counsel as follows: 1. one 

check in the amount $91,878.75 payable to Nilges Draher, LLC; and (2) one check in the amount 

of $87.917.00 payable to Coffman Legal, LLC. Defendant may issue a Form 1099-Misc. to 

Nilges Draher, LLC, Coffman Legal, LLC and Representative Plaintiff for these payments. 

RELEASE OF CLAIMS 

30. Released Claims: The Class Members will release the Released Parties from all federal, 

state and local wage-and-hour claims, rights, demands, liabilities and causes of action asserted in 

the Action, and pertaining to Defendant’s exclusion of Additional Remunerations from the 

payment of overtime, including but not limited to claims for unpaid wages, unpaid overtime 

compensation, liquidated damages, interest, attorney’s fees, and expenses, pursuant to the Fair 

Labor Standards Act, Ohio Minimum Fair Wage Standards Act, and Ohio’s Prompt Payment Act 

for the Released Period (“Released Claims”). The Class Members do not release any claims other 

than those relating to the exclusion of Additional Remunerations from the payment of overtime, 

except that Representative Plaintiff Al-Sabur has agreed to release claims as set forth in a separate 

General Settlement and Release Agreement. 

31. Released Period: The Released Period for the Class Members shall mean the period

between October 22, 2015 and the date the District Court enters final approval. 

32. Release of Attorney’s Fees and Expenses: The payment of attorney’s fees and 

expenses to Class Counsel includes all of the attorney’s fees and expenses incurred to date and to 

be incurred in documenting and administering the Settlement, securing Court approval of the 

Settlement, and obtaining a dismissal of the Action. In consideration for these attorney’s fees and 

expenses, Class Counsel waives any and all claims to any further attorneys’ fees and expenses in 

connection with the Action. 

APPROVAL AND DISMISSAL OF THE ACTION 

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33. Cooperation: The Parties will agree to cooperate and take all steps necessary and 

appropriate to obtain approval of the Settlement by the District Court, to effectuate its terms, and 

to dismiss the Action with prejudice. 

34. Fair, Adequate and Reasonable Settlement: The Parties will agree that the Settlement 

is fair, adequate, and reasonable, and will so represent to the District Court. 

35. Joint Motion for Approval of Settlement: On or before July 12, 2019, the Parties will 

jointly move the District Court for entry of an order, proposed and attached as Exhibit D to the 

Parties’ Joint Motion For Approval of Settlement, granting final approval of the Settlement, 

approving the form, content, and method of distribution of the notice to Eligible Settlement 

Participants, approving the amounts payable to Class Members and Class Counsel, and entering 

judgment dismissing the Action with prejudice. 

36. Dismissal With Prejudice of the Action: Upon entry of the District Court’s final 

approval order, the Action shall be dismissed with prejudice and final judgment shall be entered. 

SETTLEMENT ADMINISTRATION

37. Third-Party Administrator And Employer’s Share Of Payroll Taxes: Defendant 

will retain, at its expense, Third-Party Administer to, among other things, distribute notice and 

release forms, monitor which Class Members return them, and ultimately process and distribute 

Settlement Payments. The cost for Third-Party Administrator will not be deducted from the Total 

Eligible Settlement Amount. Defendant will also pay any required employer’s share of payroll 

taxes with respect to the Settlement to Class Members, which will not be deducted from the Total 

Eligible Settlement Amount. 

38. Distribution of Notice and Consent and Release Forms: Third-Party Administrator 

will distribute the Notice and Consent and Release Forms to the Eligible Settlement Participants 

via First-Class Mail within 25 business days after the District Court grants final approval of the 

Settlement. If any notices are returned as undeliverable, Third-Party Administrator will make 

reasonable efforts to locate the Class Members and re-send the Notices. 

39. Consent Period and Return of Consent and Release Forms: In order to receive a 

payment under this Settlement, the Eligible Settlement Participants must properly sign and return 

the Consent and Release Form attached as Exhibit B to the Parties’ Joint Motion for Approval of 

Settlement. The Eligible Settlement Participants must return Consent and Release Forms to 

Third-Party Administrator within 60 days after the mailing of the notice. The Consent and 

Release Forms must be signed electronically (eSigned) via PDF, postmarked, faxed or emailed to 

Third-Party Administrator within the 60 day period to be timely. 

40. Filing of List Of Opt-In Party Plaintiffs: Within 10 business days after the consent 

period is completed, Class Counsel will file with the Court a list of Opt-In Party Plaintiffs (after 

conferring with Defendant’s counsel) that identifies all the Opt-In Party Plaintiffs who submitted 

Consent and Release forms and are thus bound by the Agreement. 

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41. Filing of Schedule of Individual Payments: A Schedule of Individual Payments to the 

Class Members who have returned Consent and Release forms, calculated pursuant to paragraph 

24, shall be filed with the Court by Class Counsel within 10 business days after the consent period 

is completed. This Schedule may be filed as part of the List Of Opt-In Party Plaintiffs as set forth 

in Paragraph 40. 

42. Effect of Failure to Grant Judgment and Approval: In the event the Court fails to 

enter an order and judgment or that such order and judgment fails to become final, the Action will 

resume unless the Parties jointly agree to: (1) seek reconsideration or appellate review of the 

decision denying entry of judgment; or (2) attempt to renegotiate the settlement and seek Court 

approval of the renegotiated settlement. In the event any reconsideration and/or appellate review 

is denied, or a mutually agreed upon settlement is not approved, the Action will proceed as if no 

settlement has been attempted. 

43. Distribution of Individual Payments to Class Members: Third-Party Settlement 

Administrator will issue the Individual Payment checks payable to the Class Members within 21 

business days of the filing of the Schedule of Individual Payments with the Court as set forth in 

paragraph 41 of this Agreement. Defendant will provide Third-Party Administrator sufficient 

funds to pay all Individual Payments to class members no later than 14 business days after the 

Consent Period is complete. If any Individual Payment checks are returned as undeliverable, 

Third-Party Administrator will make reasonable efforts to locate the Plaintiffs and redeliver the 

checks. 

44. Distribution of Payments to Class Counsel: Defendant will issue the checks payable 

to Class Counsel for the attorney’s fees and costs, the Incentive Payment and the Class 

Representative Payment within 21 business days after the Court enters an order approving the 

Settlement, provided that Class Counsel has provided Defendant’s counsel with completed W-9 

forms for each of Nilges Draher, LLC and Coffman Legal, LLC. However, Defendant’s issuance 

of the Representative Payment will be contingent on Plaintiff having fully fulfilled his 

requirements under the terms of his General Settlement and Release Agreement (attached as 

Exhibit C). 

45. Unclaimed Payments: All Individual Payments shall remain negotiable for a 6-month 

period after the date of distribution. Any unclaimed funds and any amounts not cashed after 6 

months of distribution of the settlement checks shall be returned to Defendant by the Third-Party 

Administrator. 

46. Late Consent and Release Forms: In the event Eligible Settlement Participants eSign, 

postmark, fax or email their Consent and Release forms after the 60-day consent period, 

Defendant will decide, in its sole discretion and within seven business days of receiving notice 

from Third-Party Administrator, whether to allow the late Eligible Settlement Participants to 

become Opt-In Party Plaintiffs and participate in the Settlement. If Defendant decides to allow 

the late Eligible Settlement Participants to become Opt-In Party Plaintiffs and participate in the 

Settlement, Class Counsel shall immediately file their Consent and Release forms with the Court, 

causing them to be bound by the Settlement and their claims to thereby be dismissed with 

prejudice. Third-Party Settlement Administrator will mail the appropriate Settlement Payments 

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directly to them within the later of the time period set forth in paragraph 43 of the Agreement, or 

14 days after their Consent and Release forms are filed with the Court. 

PARTIES’ AUTHORITY 

47. The respective signatories to the Settlement represent that they are fully authorized to 

enter into this Settlement and bind the respective Parties to its terms and conditions. 

MUTUAL FULL COOPERATION 

48. The Parties and their respective counsel agree to cooperate fully with each other to 

accomplish the terms of this Settlement, including but not limited to, execution of such documents 

and such other actions as may reasonably be necessary to implement the terms of this Settlement. 

The Parties shall use their best efforts, including all efforts contemplated by this Settlement and 

any other efforts that may become necessary by order of the Court, or otherwise, to effectuate the 

terms of this Settlement. 

NO PRIOR ASSIGNMENTS 

49. The Parties and Class Counsel represent, covenant and warrant that they have not, 

directly or indirectly, assigned, transferred, encumbered or purported to assign, transfer or 

encumber, to any person or entity any portion of any liability, claim, demand, action, cause of 

action or right released and discharged in this Settlement. 

NO ADMISSION OF LIABILITY 

50. Nothing contained in this Settlement shall constitute or be construed or deemed as an 

admission of liability, culpability, negligence or wrongdoing on the part of Defendant, and 

Defendant denies any such liability. Each Party has entered into this Settlement with the intention 

to avoid further disputes and litigation with the attendant inconvenience and expenses. 

NO ADMISSION OF CLASS LIABILITY 

51. The Parties agree that this Agreement does not constitute, shall not be construed to be, 

and shall not be cited in or be admissible in any proceeding as evidence of a determination or 

admission that any group of similarly-situated employees exists to maintain a collective action 

under the FLSA or a class action under Rule 23 of the Federal Rules of Civil Procedure or under 

any state or local law. 

CONSTRUCTION 

52. The Parties agree that the terms and conditions of this Settlement are the result of 

lengthy, intensive arms-length negotiations between the Parties and that this Settlement shall not 

be construed in favor of or against any Party by reason of the extent to which any Party 

participated in the drafting of this Settlement. 

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MODIFICATION

53. This Agreement may not be changed, altered or modified, except in writing, signed by 

counsel for the Parties, and approved by the Court. This Agreement may not be discharged except 

by performance in accordance with its terms or by a writing signed by counsel for the Parties. 

Notwithstanding the foregoing sentences, without further Order of the Court, the Parties may 

agree in writing to extensions of time to carry out any of the provisions of this Agreement. 

INTEGRATION CLAUSE 

54. This Settlement contains the entire agreement between the Parties, and all prior or 

contemporaneous agreements, understandings, representations and statements, whether oral or 

written and whether by a Party or such Party’s legal counsel, relating specifically to the resolution 

of the Action, are merged in this Settlement. No rights under this Settlement may be waived 

except in writing signed by the Parties. 

BINDING ON ASSIGNS 

55. This Settlement shall be binding upon and inure to the benefit of the Parties and their 

respective heirs, trustees, executors, administrators, successors and assigns. 

COUNTERPARTS 

56. This Settlement may be executed in counterparts, and may be signed electronically via 

PDF. When each Party has signed and delivered at least one such counterpart, each counterpart 

shall be deemed an original, and, when taken together with other signed counterparts, shall 

constitute one Settlement, which shall be binding upon and effective as to all Parties. Electronic 

and facsimile transmissions of this Settlement shall be deemed originals. 

BREACH

57. If either Party breaches any of the terms and conditions of this Settlement, the nonbreaching Party shall be entitled to reasonable attorney’s fees and expenses incurred to enforce 

the terms and conditions contained herein. 

JURISDICTION

58. The parties will request that the Court expressly retain jurisdiction to enforce the terms 

of the Settlement, including the notice administration, addition of Opt-In Party Plaintiffs and 

distribution process. 

CLASS SIGNATORIES 

59. Representative Plaintiff executes this Settlement on behalf of himself and in his 

representative capacity on behalf of the Class Members. It is agreed that it is burdensome to have 

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all of the Class Members execute this Agreement. This Agreement shall have the same force and 

effect as if each Class Member executed this Agreement. 

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the 

date indicated below: 

Dated: ________________ ARSHAD AL-SABUR 

 _____________________________________ 

 Representative Plaintiff, Individually 

 and on Behalf of the Class Members 

Dated: ________________ ADS ALLIANCE DATA SYSTEMS, INC. 

 ________________________________________ 

 By:_____________________________________ 

 Its:_____________________________________ 

Dated: ________________ SHANNON DRAHER 

HANS DRAHER LLC 

 ________________________________________ 

 Class Counsel 

Dated: ________________ DANIEL I. BRYANT 

BRYANT LEGAL, LLC 

 ________________________________________ 

 Class Counsel 

Dated: ________________ MATTHEW J.P. COFFMAN 

COFFMAN LEGAL, LLC 

 ________________________________________ 

 Class Counsel 

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Dated: ________________ GREGORY V. MERSOL 

 BAKER & HOSTETLER LLP 

 __________________________________________ 

 Defendant’s Counsel 

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