UNITED STATES DISTRICT COURT 

DISTRICT OF OREGON 

MEDFORD DIVISION 

RONNIE DOOLEY, THOMAS KITT, 

ROBERT W. JIMERSON, PHILIP 

BELLOTTI, BRADLEY S. SNODGRASS, 

STEVEN J. WOLF, CHRISTOPHER W. 

WOERNER and MILDRED POWELL on 

behalf of themselves individually, and on 

behalf of all others similarly situated, 

Plaintiffs, 

v. 

RONALD SAXTON, R. NEIL STUART, 

RODERICK C. WENDT, the 

ADMINISTRATIVE COMMITTEE OF THE 

JELD-WEN, INC. EMPLOYEE 

OWNERSHIP AND RETIREMENT PLAN, 

and the JELD-WEN, INC. EMPLOYEE 

STOCK OWNERSHIP AND RETIREMENT 

PLAN, 

Defendants. 

CaseNo. 1:12-CV-1207-MC 

(Consolidated with Case No.: 1:13-cv00177-MC and Case No.: 3:13-cv00395-MC) 

ORDER PRELIMINARILY APPROVING 

SETTLEMENT, APPROVING FORM OF NOTICE, CERTIFYING SETTLEMENT 

CLASS & SETTING FINAL APPROVAL HEARING 

WHEREAS, a consolidated class action is pending before the Court entitled Dooley, et 

al. v. Saxton, et al., 12-CV-1207-MC (consolidated with Case No.: 1 :13-cv-00177-MC and Case 

No.: 3:13-cv-00395-MC); and 

WHEREAS, Plaintiffs having made application, pursuant to Federal Rule of Civil 

Procedure 23( e), for an order preliminarily approving the settlement of this Action, in 

accordance with the Parties' Class Action Settlement Agreement dated as of January 30, 2015 

(the "Settlement Agreement"), which, together with the Exhibits annexed thereto sets forth the 

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terms and conditions for a proposed settlement of the Action and for dismissal of the Action with 

prejudice upon the terms and conditions set forth therein; and the Court having read and 

considered the Settlement Agreement and the Exhibits annexed thereto; and 

WHEREAS, all defined terms contained herein shall have the same meanings as set forth 

in the Settlement Agreement; and 

WHEREAS, the Parties have moved the Court to certify two classes for purposes of 

settlement, ·,..-\_. 

NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 

· 1. The Court does hereby preliminarily approve the Settlement Agreement and 

Settlement set forth therein, subject to further consideration and final approval under Fed. R. Civ. 

P. 23(e) at the Final Approval Hearing described below. 

2. The two Settlement Classes are hereby certified for settlement purposes only: 

The Terminated Employee Class: (A) participants in the JELD-WEN ESOP (1) 

who terminated employment with JELD-WEN before November 19, 2010, (2) 

who were vested in the Plan at the time of their termination of employment, (3) 

for whom the Plan at the time of their termination provided that their benefits 

would be valued at the Annual Valuation Date following their termination and 

would accrue interest at the Local Passbook Rate and (4) to whom the 2010 ESOP 

Amendment was applied to their benefits; and (B) Beneficiaries of any of such 

Participants; and 

The New Expense Class: Participants in the JELD-WEN ESOP whose accounts 

in the ESOP were assessed the New Expenses after January 1, 2010 and their 

beneficiaries. 

Excluded from the Settlement Classes are the following persons: (a) Defendants 

Ron Saxton, R. Neil Stuart, Roderick C. Wendt, (b) the member of the ESOP 

Administrative Committee between 2007 and 2010, (c) the members of the Board 

ofDirectors of JELD-WEN between 2007 and 2012; (d) any person who has any 

beneficial interest in any ofthe accounts of the foregoing individuals to the extent 

such person is entitled to benefits under the Plan through the accounts of any of 

the foregoing persons as opposed to amounts in their Plan accounts based on their 

own employment at JELD-WEN; 

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a. The Court finds that the prerequisites of Rule 23 are satisfied. The 

numerosity element is satisfied because the Terminated Employee Class exceeds 3,300 

individuals and the New Expense Class exceeds 10,400 individuals. A.F. ex rel. Legaard 

v. Providence Health Plan, 300 F.R.D. 474, 480-81 (D. Or. 2013) (more than 40 class 

members satisfies "rough rule of thumb" for numerosity requirement). 

b. Commonality is present because the allegations arise from a common 

practice or course of conduct. Oregon Laborers-Employers Health & Welfare Trust Fund 

v. Philip Morris, Inc., 188 F.R.D. 365, 373 (D. Or. 1998). 

c. Typicality is met because the "claim is typical if it arises out of the same 

event or practice or course of conduct that gives rise to the claims of other class members 

and his or her claims are based on the same legal theory." Phelps v. 3PD, Inc., 261 

F.R.D. 548, 557 (D. Or. 2009). 

d. Adequacy is met because Interim Lead Plaintiff and Interim Co-Counsel 

will fairly and adequately represent the interests of the Settlement Classes. Neither the 

Class Representatives nor their counsel have any conflicts of interests of the Classes and 

have vigorously prosecuted this action on behalf of the Classes. Lane v. Kitzhaber, 283 

F.R.D. 587, 600 (D. Or. 2012). 

e. The requirements of Rule 23(b )(1) are met because prosecuting separate 

actions by or against individual class members would create a risk of: (A) inconsistent or 

varying adjudications with respect to individual class members that would establish 

incompatible standards of conduct; and (B) adjudications with respect to individual class 

members would, as a practical matter, be dispositive of the interests of the other members 

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not parties to the individual adjudications or would substantially impair or impede their 

ability to protect their interests. 

f. The Court further finds that the Defendants have acted or refused to act on 

grounds generally applicable to the Settlement Classes, thereby making appropriate final 

injunctive relief or corresponding declaratory relief with respect to the Settlement Classes 

as a whole and that the requirements ofRule 23(b)(2), Fed. R. Civ. P., are satisfied. 

3. The following law firms are appointed as Co-Lead Class Counsel for the 

Settlement Classes: Cohen Milstein Sellers & Toll PLLC (R. Joseph Barton) and Heffner Hurst 

(Matthew Heffner and Matthew Hurst); and Johnson Johnson & Schaller is appointed as Liaison 

Class Counsel. 

4. Plaintiffs Ronnie Dooley, Thomas Kitt, Robert W. Jimerson, Philip Belotti, 

Bradley S. Snodgrass, Steven J. Wolf, Christopher W. Woerner, and Mildred Powell are 

appointed as the Class Representatives. 

5. The Court approves the "Notice of Pendency and Proposed Settlement of Class 

Action, Hearing on Proposed Settlement, and Attorneys' Fee Petition" (the "Class Notice"). 

6. The form and content of the Class Notice fully complies with due process and 

Fed. R. Civ. P. 23. The court finds that the Class Notice, and the plan for distribution and 

publication of the Class Notice, are the best practicable and comply with the requirements of 

Fed. R. Civ. P. 23 and all requirements of due process. 

7. Specifically, the Class Notice describes the terms of the Settlement, instructs 

Class Members about their rights and options under the Settlement, adequately informs the 

Classes about Co-Lead Class Counsel's intentions with respect to requesting attorneys' fees and 

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expenses and the Class Representatives intentions to request Service Awards, and provides 

specific information regarding the date, time, and place of the Final Approval Hearing. 

8. The proposed Second Amended Plan of Allocation, found at Docket Number 158-

1, is also preliminarily approved. 

9. Defendants have provided notices and materials required under the Class Action 

Fairness Act ("CAFA"), 28 U.S.C. § 1715(b). Having reviewed the proposed CAFA Notice 

filed by Defendants, the Court finds and holds that Defendants will satisfy their obligations 

under CAP A upon mailing letters substantially in the form of the proposed CAP A Notice. 

10. A hearing (the "Final Approval Hearing") shall be held before this Court in 

Courtroom 12A of the United States District Courthouse, District of Oregon, 1000 S.W. Third 

Avenue, Portland, Oregon 97204, at 1:30 p.m., on October 19, 2015, to determine whether the 

proposed settlement of the Action on the terms and conditions provided for in the Settlement 

Agreement is fair, just, reasonable, and adequate to the Settling Parties and the Settlement 

Classes and should be approved by the Court; whether a Judgment as provided in Section X.2 of 

the Settlement Agreement should be entered herein; whether the proposed Plan of Allocation 

should be approved; and to determine the amount of fees and expenses that should be awarded to 

Plaintiffs' Counsel. 

11. The Court appoints Gilardi & Co. LLC to act as Settlement Administrator with 

the powers and responsibilities set forth in Section VII.2 of the Settlement Agreement. 

12. Defendants, JELD-WEN and the JELD-WEN ESOP will provide the information 

required by Section VII.3 of the Settlement Agreement within the times required by the 

Settlement Agreement. 

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13. The Settlement Administrator will send the Class Notice, in a form substantially 

similar to the one submitted with Plaintiffs Motion for Preliminary Approval, along with the 

other information required by the Settlement Agreement, by e-mail to those Class Members for 

whom Defendants, JELD-WEN or the JELD-WEN ESOP provide email addresses and to all 

other Class Members by U.S. Mail by June 22, 2015. The Settlement Administrator will submit 

a declaration to the Court confirming its compliance with the Class Notice procedures of this 

Order and the Settlement Agreement by July 6, 2015. 

14. Any Member of the Class may enter an appearance in the Action, individually or 

through counsel of their own choice, at their own expense. 

15. Pending final determination of whether the Settlement should be approved, (a) all 

proceedings in this Action umelated to the Settlement shall be stayed, and (b) neither Plaintiffs 

nor any Class Member nor Defendants, either directly, representatively, derivatively, or in any 

other capacity, shall commence or prosecute against any of the Settling Parties any action or 

proceeding in any court or tribunal asserting any of the Released Claims. 

16. Any submission by any Class Member as to the accuracy of their account data or 

any person not identified by Defendants' data as a Class Member who wishes to submit evidence 

establishing membership in the Class, must be postmarked no later than August 21, 2015 and 

should be mailed directly to the Settlement Administrator. 

17. The Settlement Administrator shall complete its recommended determination(s) 

as to the accuracy of the account data based on the submissions by any Class Members (or 

potential Class Members) and submit its recommendation(s), an explanation and supporting 

evidence ofthe disputes to the Court by September 21, 2015. 

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18. Any Class Member may appear at the Final Approval Hearing and show cause (if 

he, she or it has any) (1) why the proposed settlement of the Action should or should not be 

approved as fair, just, reasonable, and adequate; (2) why a judgment should or should not be 

entered thereon; (3) why the Plan of Allocation should or should not be approved; or ( 4) why 

attorneys' fees and expenses should or should not be awarded to Plaintiffs' Counsel. Any Class 

Member or any other Person who wishes to be heard or entitled to contest 'the approval of the 

terms and conditions of the proposed Settlement, the Plan of Allocation, or the attorneys' fees 

and expenses to be awarded to Plaintiffs' Counsel shall file any such objections, papers, and 

briefs with the Clerk of the United States District Court for the District of Oregon, Medford 

Division, 405 East Eighth Avenue, Eugene, Oregon, 97401 by August 6, 2015 which is within 

forty-five (45) days of the publication and/or distribution ofthe Class Notice. Any Class 

Member or other person who fails to make his, her or its objection in the manner provided shall 

be deemed to have waived such objection and shall forever be foreclosed from making any 

objection to the fairness or adequacy of the proposed settlement as incorporated in the Settlement 

Agreement, to the Judgment, to the Plan of Allocation, to the award of attorneys' fees and 

reimbursement of expenses to Plaintiffs' Counsel, unless otherwise ordered by the Court. To the 

extent that any objections or comments are transmitted to Settlement Administrator, or the 

Parties' counsel, but are not filed with the Court, those persons are hereby directed to file such 

objections with the Court. 

19. Any person that is not a Class Member or Co-Lead Class Counsel or Settlement 

Administrator shall have no right to any portion of, or in the distribution of, the Settlement Fund 

unless otherwise ordered by the Court or otherwise provided in the Settlement Agreement. 

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20. All funds held by the Escrow Agent shall be deemed and considered to be in 

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such 

time as such funds shall be distributed pursuant to the Settlement Agreement and/or further 

order(s) ofthe Court. 

21. Co-Lead Class Counsel shall file any motion for an award of attorneys' fees or 

reimbursement of expenses or costs and any motion for a service award for the Class 

Representatives by July 20, 2015. 

22. Co-Lead Class Counsel will file its motion in support of final approval of the 

settlement, Plan of Allocation by October 5, 2015. 

23. Neither the Defendants nor Defendants' Counsel shall have any responsibility for 

the Plan of Allocation, shall make any application for or take any position on attorneys' fees or 

reimbursement of expenses submitted by Co-Lead Class Counsel, and such matters will be 

considered separately from the fairness, reasonableness, and adequacy ofthe Settlement. 

24. All reasonable expenses incurred in identifying and notifying Class Members, as 

well as administering the Settlement Fund, shall be paid as set forth in the Settlement 

Agreement. In the event the Settlement is not approved by the Court, or otherwise fails to 

become effective, the Parties shall comply with Section XVI of the Settlement Agreement. 

25. The Court reserves the right to adjourn the date of the Final Approval Hearing 

without further notice to the Members of the Class, and it retains jurisdiction to consider all 

further applications arising out of or connected with the proposed settlement. The Court may 

approve the Settlement, with such modifications as may be agreed to by the Settling Parties, if 

appropriate, without further notice to the Class. 

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IT IS SO ORDERED 

DATED: 'fYl'="1 z_[, , 2015 

\., (...__ __ _ 

JUDGE MICHAEL J. McSHANE 

UNITED STATES DISTRICT JUDGE 

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