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SCHUCK LAW, LLC 

208 E 25th Street • Vancouver, WA 98663 

Tel (360) 566-9243 

114040784.1 0039698-00016

David A. Schuck, OSB 993564 

E-Mail: dschuck@wageclaim.org 

Stephanie J. Brown, OSB 030019 

E-Mail: sbrown@wageclaim.org 

Karen A. Moore, OSB 040922 

E-Mail: kmoore@wageclaim.org 

SCHUCK LAW, LLC

Attorneys at Law 

208 E 25th Street • Vancouver, WA 98663 

Tel (360) 566-9243 

 Attorney for Plaintiff and Class 

 IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF OREGON

MICHAEL MAKANEOLE, individually and on 

behalf of all similarly situated, 

Plaintiff, 

v. 

SOLARWORLD INDUSTRIES AMERICA, 

INC.; SOLARWORLD INDUSTRIES 

AMERICA, LP; SOLARWORLD 

INDUSTRIES SERVICES, LLC; 

SOLARWORLD POWER PROJECTS, INC.; 

RANDSTAD PROFESSIONALS US, LP; 

KELLY SERVICES, INC., SUNPOWER 

NORTH AMERICA MANUFACTURING 

LLC, SUNPOWER MANUFACTURING 

OREGON, LLC, and SUNPOWER 

CORPORATION, 

Defendants. 

Case No. 3:14-CV-01528-JR

STIPULATION AND 

SETTLEMENT 

AGREEMENT OF CLASS 

ACTION CLAIMS AS TO 

SOLARWORLD 

DEFENDANTS ONLY 

1. PREAMBLE 

1.1 This Stipulation and Settlement Agreement of Class Action (“Settlement Agreement” or 

“Agreement”) is made by Plaintiff Michael Makaneole, and Defendants Solarworld Industries 

America, Inc.; Solarworld Industries America, LP; Solarworld Industries Services, LLC; and 
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Solarworld Power Projects, Inc. (collectively “SolarWorld”) in the case pending in the U.S. 

District Court for the District of Oregon, case no. 3:14-CV-01528-JR and subject to the Court’s 

approval. This Settlement expressly excludes all other defendants in this Action, except for 

SolarWorld. 

2. DEFINITIONS 

2.1 “Action” or “case” means the lawsuit entitled Michael Makaneole, individually and on 

behalf of all similarly situated vs. SolarWorld Industries America, Inc.; SolarWorld Industries 

America, LP; SolarWorld Industries Services, LLC; SolarWorld Power Projects, Inc., Randstad 

US, LP, and Kelly Services, Inc., SunPower North America Manufacturing LLC, SunPower 

Manufacturing Oregon, LLC, and SunPower Corporation, currently pending in the U.S. District 

Court for the District of Oregon, Portland Division, case no.3:14-CV-01528-JR. 

2.2 “Class Counsel” means the attorneys at Schuck Law, LLC. 

2.3 “Class Members” means all hourly employees of SolarWorld who worked at the 

Hillsboro, Oregon manufacturing facility at any time during the Class Period, and who did not 

previously request exclusion from this Action. The total number of Class Members for this 

Settlement is 615 individuals as previously identified from SolarWorld’s records. 

2.4 “Class Period” means December 26, 2012 through and including August 26, 2014. 

2.5 “Class Representative” means the Plaintiff Michael Makaneole. 

2.6 “Court” or “District Court” means the U.S. District Court for the District of Oregon, 

Portland Division. 

2.7 “SolarWorld” means only Solarworld Industries America, Inc.; Solarworld Industries 

America, LP; Solarworld Industries Services, LLC; and Solarworld Power Projects, Inc., and the 
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associated “Releasees”, and expressly excludes all other entities named as a defendant in this 

Action, including Randstad US, LP, and Kelly Services, Inc. and the SunPower defendants. 

2.8 “Effective Date” shall be the later of (a) the Court’s final approval of the Settlement 

Agreement, if no objections have been filed, (b) the time of appeal has expired if an objection 

has been filed, (c) or the final resolution of any appeal that has been filed. 

2.9 “Final Judgment” refers to the Order and Final Judgment Approving Settlement as to 

SolarWorld defendants only in the proposed form attached hereto as Exhibit 4, which this 

Settlement contemplates will be entered and approved by the Court. 

2.10 “Final Settlement Approval Hearing” is the date that the Court will conduct a hearing in 

which to hear any objections and the Parties’ request to enter the Final Judgment. 

2.11 “Net Settlement Award” means the Settlement Award less applicable employment taxes. 

2.12 “Notice” means a document substantially in the form of the Notice of Class Action 

Settlement attached hereto as Exhibit 1. 

2.13 “Parties” means the Plaintiff and SolarWorld only. 

2.14 “Plaintiff” means Michael Makaneole. 

2.15 “Preliminary Approval Motion” means the motion filed with the Court by Class Counsel 

seeking the preliminary approval of the Settlement and authorizing the distribution of the Notice. 

2.16 “Releasees”, except as expressly excluded herein, means SolarWorld and all of 

SolarWorld’s present and former parents, subsidiaries, affiliates, and joint ventures, and all of its 

and their present and former shareholders, officers, directors, agents, servants, registered 

representatives, attorneys, insurers, and assigns, and any other persons acting by through, under 

or in concert with any of them. In amplification of the foregoing, “Releasees” expressly 
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excludes any other entity named as a defendant in this Action besides SolarWorld, and expressly 

excludes SunPower, as defined herein. 

2.17 “Released Claims” means the claims that are the subject of the release that is defined 

further in Section 4.2.1. 

2.18 “Response Deadline” means 30 calendar days after the date on which the Notice is 

initially mailed to Class Members. 

2.19 “Settlement Agreement” means the compromise and settlement of the Action as 

contemplated by this Agreement and all referenced exhibits. 

2.20 “Settlement Administrator” means a neutral third party to administer the Settlement and 

retained for this purpose by both Parties. 

2.21 “Settlement Amount” means that SolarWorld shall pay no more than the maximum of 

$400,000.00. This sum shall include all payments for Settlement Awards and all applicable 

employer payroll tax payments (including but not necessarily limited to FICA, FUTA, etc.) 

associated with the Settlement awards, along with costs for settlement administration, Attorney 

Fee and Cost Award to Schuck Law, the service award to Plaintiff. 

2.22 “Settlement Award” means the gross amount each Class Member is eligible to receive. 

2.23 “SunPower” means collectively the following defendants named in this Action: 

SunPower North America Manufacturing LLC, SunPower Manufacturing Oregon, LLC, and 

SunPower Corporation, who are all expressly and intentionally excluded as Releasees in this 

Agreement. 

3. RECITALS 

3.1 Procedural Posture. Plaintiff filed a class action lawsuit in Multnomah County Circuit 
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Court, case no. 14CV12000 on August 26, 2014. The case was removed to the U.S. District 

Court of Oregon, Portland Division on September 25, 2014 (case no.3:14-CV-01528-PK/JR), 

assigned to Magistrate Judge Paul Papak, then transferred to Magistrate Judge Jolie A. Russo. 

Plaintiff filed a motion for class certification on July 10, 2017. Plaintiff and SolarWorld 

submitted extensive briefing on the issue of certification under Fed.R.Civ.P. 23. Judge Papak 

issued Findings and Recommendations to grant certification, which was then adopted by the 

Honorable Anna J. Brown on May 29, 2018. The Court then ordered that notice be sent to all 

Class Members allowing them to remain in the case or request exclusion (opt out). The Notice 

was mailed to all Class Members on November 15, 2018, with 13 individuals requesting 

exclusion from this Action. See ECF 236. Those 13 individuals are not part of this Action or 

eligible to participate in this Settlement. On September 23, 2019, the Court allowed Plaintiff to 

amend the complaint to add SunPower as defendants. On February 12, 2021, the Court granted 

class certification as to SunPower. Plaintiff then moved for partial summary judgment on behalf 

of the class on the issue of liability and damages. On October 21, 2021, Judge Russo issued 

Findings and Recommendation that Plaintiff’s motion for partial summary judgment should be 

granted in part and denied in part. The Parties’ objections to Judge Russo’s Findings and 

Recommendation have been submitted to the Honorable Michael Mosman and are currently 

under advisement. 

3.2 Investigation in the Action. The Parties have investigated the facts and law during the 

prosecution of this Action. Such discovery and investigations have included the exchange of 

information pursuant to formal and informal discovery, conferences between representatives of 

the Parties, and interviews of potential witnesses. Counsel for the Parties have further 
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investigated the applicable law as applied to the facts discovered regarding the alleged claims 

and potential defenses thereto, and the damages claimed by Plaintiff and Class Members. 

3.3 Full Investigation and Benefits of Settlement to Class Members. Plaintiff claimed 

and continues to claim that the Released Claims, as defined in this Agreement, have merit and 

give rise to liability. However, Plaintiff recognizes the expense and length of continued 

litigation against SolarWorld through trial and any possible appeals. Plaintiff has taken into 

account the uncertainty and risk of the outcome of further litigation against SolarWorld, and the 

difficulties and delays inherent in such litigation, and potential collection on any judgment in this 

Action. Plaintiff believes, based on research and investigation, that SolarWorld has limited 

financial resources to cover its potential liability in this Action. Plaintiff is also aware of the 

burdens of proof necessary to establish liability for the claims asserted in the Action, and 

SolarWorld’s defenses thereto. Plaintiff has also taken into account the extensive settlement 

negotiations conducted. Based on the foregoing, Plaintiff has determined that the settlement set 

forth in this Agreement is a fair, adequate and reasonable, and is in the best interests of all Class 

Members. Neither this Agreement, any documents referred to herein, nor any action taken to 

carry out this Agreement is, or may be construed as or may be used as an admission by or against 

the Plaintiff or Class Counsel as to the merits or lack thereof of the claims asserted. 

3.4 SolarWorld’s Denial of Claims and Reasons for Settlement. SolarWorld has 

repeatedly asserted and continues to assert defenses thereto, and has expressly denied and 

continues to deny any wrongdoing or legal liability arising out of any of the facts or conduct 

alleged in the Action, including that Plaintiff or Class Members suffered damage. By settling 

this matter, SolarWorld does not admit liability of any kind. Neither this Agreement, nor any 
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208 E 25th Street • Vancouver, WA 98663 

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document referred to or contemplated herein, nor any action taken to carry out this Agreement, 

may be construed as, or may be used as an admission, concession or indication by or against 

SolarWorld of any fault, wrongdoing or liability whatsoever. 

4. SETTLEMENT TERMS 

4.1 NOW, THEREFORE, IT IS HEREBY STIPULATED, and subject to the approval of the 

Court, the Parties agree and stipulate that the Action as to SolarWorld is hereby being 

compromised and settled pursuant to the terms in this Agreement and that subject to the Recitals 

above and by this reference become an integral part of this Agreement. 

4.2 Released Claims. This Agreement is conditioned upon the release by all Class Members 

as detailed below, and covenants that they will not participate in any proceeding seeking 

damages of any kind, including without limitation wages or penalties, as to the Released Claims 

against SolarWorld. The Parties stipulate that beyond the Settlement Amount, SolarWorld and 

the Releasees shall not owe any further monies to the Class Members based on the Released 

Claims. Nothing from this Agreement shall have any effect on Plaintiff’s or Class Members’ 

claims they may have against any other defendant in this Action, including SunPower. 

4.2.1 Class Members’ Release of Claims: 

Upon the Effective Date of the Settlement Agreement, and except as to the right to 

enforce the terms and conditions of the Settlement Agreement, all Class Members hereby 

fully release SolarWorld and the Releasees only from any and all wage and hour claims, 

along with any debts, liabilities, demands, obligations, penalties, guarantees, costs, 

expenses, attorney’s fees, damages, action or causes of action of whatever kind or nature, 

whether known or unknown, contingent or accrued, that arose from or relate to their 

employment with SolarWorld that were alleged or that reasonably could have been 

alleged based on the facts alleged in the Action, as amended, including, but not limited 

to, any wage and hour claims under federal law and Oregon State law, statutes and 

regulations, any claims for unpaid overtime, claims for missed meal or rest breaks, claims 

for liquidated damages, claims for unlawful deductions from wages, claims for 
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conversion of wages, claims for record-keeping violations, late payment and overtime 

penalties, and claims under applicable Oregon statutes including but not limited to ORS 

652.120, 652.140, 652.150, 652.200, 653.010, 653.055, 653.261, 653.055, 653.261, 

82.010, and OAR 839-020-0030, 839-020-0050, as well as any other Oregon State and 

federal wage and hour statute or regulation. 

4.2.2 Plaintiff’s General Release of Claims. As of the Effective Date and in addition 

to the Released Claims, Plaintiff releases only SolarWorld and the Releasees from: 

Any and all claims, rights, demands, actions, liability, counter claims, damages, 

claims for attorney fees and costs, causes of action of every kind and character, 

and compensation of whatever kind or nature, in law, equity, or otherwise, known 

or unknown, vested or contingent, suspected or unsuspected, matured or 

unmatured, which either party may now have or has ever had, whether based on 

tort, contract (express or implied), or federal, state, or local statute, regulation, 

ordinance, constitution, executive order, or other law, specifically including, but 

not limited to, Title VII of the Civil Rights Act of 1964, ORS Chapters 659 and 

659A, the Fair Labor Standards Act, the 1991 Civil Rights Act, the Equal Pay 

Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the 

Family Medical Leave Act, the Oregon Family Leave Act, the Plaintiff 

Retirement Income Security Act, the Consolidated Omnibus Reconciliation Act of 

1985, Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. 

section 621 et seq., State and Federal Racketeering Acts, Executive Order 11246, 

all federal and state retaliation statutes, and all federal and state Civil Rights 

statutes or ordinances (including sections 1981 and 1983). 

4.2.3 Older Workers’ Benefit Protection Act as to Plaintiff only. Plaintiff 

acknowledges that (1) he was advised in writing to consult with an attorney before 

executing this Agreement; (2) he has been represented and advised by independent 

counsel of his own choice throughout all negotiations that preceded the execution of this 

Agreement; (3) he is aware of his rights under the Older Workers’ Benefit Protection Act; 

(4) as consideration for executing this Agreement, he has received additional benefits and 

compensation of value to which he would otherwise not be entitled; (5) he has been given 

a period of at least twenty-one (21) days to consider this offer if he wishes; and (6) 
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Plaintiff may revoke the portion of this Agreement by which he waives his claims under 

the ADEA only by delivering a written notice to John B. Dudrey at Stoel Rives, 760 SW 

Ninth Ave, Ste 3000, Portland, Oregon 97205, within seven (7) calendar days of signing 

this Agreement. 

4.2.4 Protected Rights. The Released Claims do not include any claims that Plaintiff 

or Class Members may have for workers’ compensation benefits or any other nonwaivable rights. 

4.2.5 All Class Members shall be bound by the Release of Claims as of the Effective 

Date. 

4.3 Maximum Settlement Liability Amount. SolarWorld shall pay no more than the 

Settlement Amount. Within seven (7) business days after the Court grants preliminary approval 

of this Settlement, SolarWorld shall pay the Settlement Amount to the Settlement Administrator 

to be distributed as required by this Agreement and Court orders regarding this Agreement. The 

Settlement Amount shall include payment of all Settlement Awards, and all applicable employer 

payroll tax payments (including but not necessarily limited to FICA, FUTA, etc.), along with 

settlement administration costs, Class Representative Service Award, and Attorney Fees and 

Costs Award to Class Counsel, all as allocated in this Agreement. 

4.3.1 Settlement Awards: 

 4.3.1.1. Each Class Member will receive a Settlement Award calculated as a prorata share of the Settlement Amount, less payments for Class Representative Service 

Award, Attorney Fees and Costs Award, payment of settlement administration costs and 

employer-required payroll taxes. 
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 4.3.1.2. The Parties agree and stipulate that the Settlement Awards issued 

pursuant to this Agreement are a compromise of claims, and that the Settlement Awards 

do not represent payment of what Plaintiff contends is the full value of Plaintiff’s and 

Class Members’ claims in this case. Plaintiff further contends that, to the extent the 

Settlement Awards may be an offset to Plaintiff’s and Class Members’ claims in this 

Action, the Settlement Awards should first be offset against any claims for overtime 

wages, civil penalties under ORS 653.055 and statutory interest on claims under ORS 

chapter 653 as alleged in this case. 

4.3.2 Class Representative Service Award: 

4.3.2.1 The Class Representative Service Award shall be paid to Plaintiff 

Michael Makaneole in the amount of $4,000.00 from the Settlement Amount, 

subject to Court approval. 

4.3.2.2 Plaintiff shall receive a Settlement Award in addition to the Service 

Award. 

4.3.2.3 The Service Award is subject to Court approval and an award of less than 

the requested amount will not give rise to a basis to abrogate the Agreement. 

4.3.2.4 The Service Award is based on Plaintiff’s willingness to bring this case 

and benefit conferred to the Class Members against the SolarWorld defendants 

only. 

4.3.3 Attorney Fees and Cost Award: Schuck Law, LLC, as Class Counsel, shall be 

paid $100,000.00 as attorney fees, and $82,000.00 as costs, (collectively “Attorney Fees 

and Cost Award”), and subject to Court approval. 
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4.3.3.1 Plaintiff contends that this amount of attorney fees is less than the 

reasonable amount of attorney fees already incurred in this Action by Class 

Counsel, less any amounts already paid by Randstad in a prior settlement. For 

purposes of settlement with SolarWorld only, Class Counsel agrees to not petition 

for, or accept, any additional payments for fees, costs or interest against 

SolarWorld. The Attorney Fee and Cost Award is separate and distinct from the 

cost of settlement administration. 

4.3.3.2 Without waiving, but instead expressly preserving, the right to attorney 

fees incurred in this Action against SunPower, Class Counsel agree that the 

Attorney Fee and Cost Award shall satisfy the claim for attorneys’ fees and costs 

as to SolarWorld only, and waive any additional claim for attorneys’ fees and 

costs incurred in connection with the Action as to SolarWorld only. 

4.3.4 Settlement Administration Costs. The costs of settlement administration shall 

be no more than $10,000.00, which shall be based on reasonable estimate from the 

Settlement Administrator for the tasks required of this Settlement. 

4.3.5 Uncashed Settlement Awards. If any Settlement Award paid pursuant to this 

Agreement is not cashed or otherwise negotiated within 90 days after issuance of the 

payment, those funds will be distributed as follows: the uncashed checks shall be treated 

as unclaimed funds and deposited with the Oregon State Bar funding for Legal Services 

Program. The Settlement Administrator shall advise the Parties’ counsel whether there 

were any unclaimed funds, that the unclaimed funds were paid accordingly, and that it 

has fully complied with its obligations under this Agreement and as ordered by the Court. 
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4.3.6 Timing of Payments. Upon the Effective Date, the Settlement Administrator 

shall distribute the Settlement Amount as follows. 

4.3.6.1 Within five (5) business days, the Settlement Administrator shall 

distribute the Class Representative Service Award, via Schuck Law, and Attorney 

Fee and Costs Award to Schuck Law. 

4.3.6.2 Within five (5) business days, the Settlement Administrator shall be 

entitled to an amount for the administration of this Settlement up to the amount of 

$10,000.00. Should at any point the Settlement Administrator believe that 

administration will exceed this amount, the Settlement Administrator shall 

provide detailed invoices to the Parties’ counsel explaining the additional costs. 

Any additional costs will require Court approval if incurred after the Court’s Final 

Settlement Approval Hearing. 

4.3.6.3 As soon as practical and within fifteen (15) business days, the Settlement 

Administrator shall calculate, issue, and mail Settlement Awards, and pay the 

employer tax portion as required in section 4.3.7. 

4.3.6.4 If SolarWorld fails to pay the funds necessary, up to the Settlement 

Amount, as required by this Agreement, then Plaintiff may immediately request 

enforcement of the Agreement, any Court orders regarding the settlement, the 

Final Judgment, and other relief as approved by the Court. 

4.3.6.5 If the Court denies final approval of this Settlement or as a result of the 

final resolution of any appeal the Settlement is not approved, within seven (7) 

business days of such denial by the Court or appellate decision denying approval, 
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(i) the Settlement Amount shall be returned to Solar World or (ii) if Solar World 

has effectuated an assignment of its assets for the benefit of its creditors (an 

“ABC”), then the Settlement Amount shall be paid to the assignee in the ABC. 

The Parties shall bear the cost of any Settlement Administrator costs incurred on a 

50-50 basis. If at such time SolarWorld has effectuated an ABC, the Settlement 

Administrator will deduct 50 percent of the Settlement Administrator’s costs from 

the Settlement Amount prior to returning the Settlement Amount to the assignee. 

4.3.7 Taxes. 

4.3.7.1 The Settlement Awards will be allocated to 70% penalties and interest, 

and 30% wages. From each Settlement Award, the Settlement Administrator 

shall calculate payroll deductions, if necessary, for state and federal taxes and any 

other applicable payroll deductions properly chargeable to each Class Member, 

resulting in a “Net Settlement Award.” 

4.3.7.2 Each person receiving any payment under this Agreement shall be 

responsible for reporting and filing any tax returns as required by law as a result 

of any payment received pursuant to this Agreement. 

4.3.7.3 Any employer required taxes shall be paid from the Settlement Amount, 

and based on the allocation of wages in section 4.3.7.1. 

4.3.8 Effect of Settlement Payments. 

4.3.8.1 Notwithstanding anything contained in this Agreement, if the Settlement 

Administrator, Class Counsel or the Class Members are required to disgorge some 

or all of the Settlement Amount to SolarWorld or its successors or assigns (the 
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“Disgorged Payment”), including but not limited to as a result of any bankruptcy 

filing, assignment for the benefit of creditors or other insolvency proceeding by 

SolarWorld, then the Settlement Administrator, Class Counsel and the Class 

Members shall be entitled to assert a claim against SolarWorld and its successors 

and assigns for the full amount asserted by the Plaintiff in the class action lawsuit 

and the Settlement Administrator’s, Class Counsel’s and the Class Members’ 

claim will not limited to the amount of the Disgorged Payment. 

4.3.8.2 The Parties expressly agree that any amounts paid as required by this 

Agreement shall not have any effect on the eligibility for — or calculation of — 

any employee benefit provided by SolarWorld, including but not limited to: 

vacation, holiday, retirement, cafeteria, dependent care, and Oregon’s sick time. 

The Parties agree that any payment pursuant to this Agreement does not represent 

any modification of any employee’s previously credited hours of service or other 

eligibility criteria under any employee pension benefit plan, employee welfare 

benefit plan, or other program or policy. These payments also will not be 

considered wages, compensation, or annual earnings for benefits in any year for 

purposes of determining eligibility for, or benefit accrual within, any employee 

pension benefit plan, employee welfare benefit plan or other program or policy. 

4.3.9 No person shall have any claim against SolarWorld, the Releasees, SolarWorld’s 

Counsel, Plaintiff, the Class, Class Counsel or the Settlement Administrator based on 

distributions and payments made in accordance with this Agreement. 

4.3.10 The Parties acknowledge and agree that: (i) the Settlement Agreement was 
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bargained for and entered into in good faith and as the result of arms'-length negotiations; 

and (ii) the Settlement Agreement is based on the Parties’ respective independent 

assessments, with the assistance and advice of counsel, that the payments and other 

benefits to be received by the Parties pursuant to this Settlement Agreement constitute a 

fair and reasonable settlement of the Parties' claims against each other and constitute 

reasonably equivalent value for the releases and other benefits conveyed under this 

Settlement Agreement. 

4.4 Settlement Administrator. The Parties agree that Rust Consulting shall act as the 

Settlement Administrator, subject to Court approval. The Parties agree to cooperate in the 

Settlement administration process and to make all reasonable and good faith efforts to control 

and minimize the costs and expenses incurred in administration of the Settlement. The 

Settlement Administrator shall be responsible for: 

4.4.1 Designating a primary contact person at Rust Consulting who shall be responsible 

for complying with this Agreement and Court’s orders; 

4.4.2 All administrative duties, including, but not limited to: preparing, printing and 

mailing the Notice to the Class Members, performing an initial National Change of 

Address (NCOA) search upon receipt of the Class Member mailing addresses, mailing 

the Class Settlement Notices, performing only one skip trace on Class Settlement Notices 

returned as undeliverable; 

4.4.3 Mailing Settlement Awards to Class Members; 

4.4.4 Promptly responding to Class Members’ questions, comments, or inquiries; 

4.4.5 Keeping both Parties’ counsel reasonably informed regarding administration of 
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the Settlement; 

4.4.6 Calculating, filing and paying any employer-required tax payments associated 

with the Settlement Awards. 

4.4.7 Other tasks as the Parties mutually agree or the Court orders the Settlement 

Administrator to perform. 

4.5 Preliminary Approval Hearing. Plaintiff shall request a hearing before the Honorable 

Jolie Russo in the U.S. District Court for the District of Oregon for preliminary approval of the 

Settlement, which requests approval of the Settlement as to SolarWorld only. Class Counsel 

shall provide to SolarWorld’s counsel a copy of the Preliminary Approval Motion and 

supporting documents with seven (7) days to review any such materials prior to filing. Class 

Counsel shall seriously consider in good faith SolarWorld’s counsel’s comments before filing. 

In conjunction with the Preliminary Approval Motion, Class Counsel and SolarWorld’s Counsel 

will jointly submit this Agreement and seek approval from the Court, including the entry of the 

Preliminary Approval Order substantially in the form of Exhibit 3. The Preliminary Approval 

Order shall provide for notice to be mailed to Class Members as specified herein, and scheduling 

the Final Settlement Approval Hearing, no less than 100 calendar days after the Preliminary 

Approval Order is entered, to determine final approval of the Settlement. 

4.6 Class List. To the extent not previously provided to the Settlement Administrator and 

within fifteen (15) calendar days after entry of the Preliminary Approval Order, SolarWorld 

shall provide the Settlement Administrator with a class list in Excel format that includes each 

Class Member’s name(s), employment identification number, last known addresses, last known 

telephone numbers, and social security number. The class list will be considered confidential 
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and subject to the protective order in this Action. 

4.7 Class Action Fairness Act. This Action was removed from Multnomah County Circuit 

Court to Federal Court under the jurisdiction requirements of the Class Action Fairness Act 

(“CAFA”). As required by CAFA, SolarWorld shall provide notice to the U.S. Attorney 

General, the United States Department of Labor, and the Department of Labor (or other 

appropriate contact) for each of the States and/or territories where any of the Class Members are 

known to reside as of the date the Agreement is filed with the Court and submitted for its 

approval. The form of CAFA notice agreed to by the Parties is attached hereto as Exhibit 5. 

Such CAFA notice shall be made by SolarWorld within ten (10) days after the filing of the 

Preliminary Approval Motion by Class Counsel. SolarWorld’s counsel shall advise Class 

Counsel of the date the CAFA notice is mailed. The Final Settlement Approval Hearing will not 

be set until at least ninety (90) days after the CAFA notice has been mailed to the federal and 

state officials as noted above. 

4.8 Notice of Class Action Settlement. The Parties agree that the Notice shall be provided 

in English only and in the format provided in Exhibit 1, subject to Court approval. 

4.8.1 Mailing. Within 15 calendar days after preliminary approval, the Settlement 

Administrator shall mail a copy of the Notice to each Class Member. The Settlement 

Administrator shall mail the Notice to the address already on file from prior mailings in 

this Action, any updated addresses provided by SolarWorld and/or Class Counsel, and 

any different mailing address from the U.S. Postal Service after performing an initial 

National Change of Address (“NCOA”) search. 

4.8.2 Returned Undeliverable Mail. Any Notice returned as undeliverable shall be 
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remailed to the forwarding address affixed thereto, if a Notice has not already been sent 

to that address. If no forwarding address is provided, then the Settlement Administrator 

shall promptly perform only one skip trace on the Notices returned as undeliverable. Any 

Notices returned within five (5) business days before the Response Deadline shall not be 

remailed. 

4.9 Objections To Settlement. Class Members wanting to file an objection to this 

Settlement must do so on or before the Response Deadline. 

4.9.1 Objections to Settlement. The Notice shall provide that Class Members who 

wish to object to the Settlement must file with the Court, in the case record, and serve on 

the Parties’ counsel a formal written statement objecting to the Settlement by the 

Response Deadline. 

4.9.1.1 The objection must include the Class Member’s full name, their name(s) 

while employed by SolarWorld, the specific basis of the objection to the 

Settlement, along with any and all documents that support the objection. 

4.9.1.2 Objecting Class Members wishing to appear at the Final Settlement 

Approval Hearing must file and serve before the Response Deadline their 

intention to appear with their written formal objection. 

4.9.1.3 Class Members who fail to timely file and serve their written objections 

in the manner specified above shall be deemed to have waived any objections and 

shall be foreclosed from making any objection to the Settlement and shall be 

bound by the terms of the Settlement, to the extent allowed by Oregon law. 

4.9.1.4 Should the Settlement Administrator receive any written communications 
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from Class Members objecting to the Settlement, the Settlement Administrator 

shall promptly notify the Parties’ counsel. 

4.10 Final Settlement Approval Hearing and Entry of Final Judgment. In accordance 

with the deadlines set by the Court in the Preliminary Approval Order, Class Counsel shall 

request that the Court grant final approval and entry of the Final Judgment as to SolarWorld 

only. Class Counsel shall provide to SolarWorld’s counsel a copy of the motion requesting final 

approval and supporting documents with seven (7) calendar days to review any such materials 

prior to filing. Class Counsel shall seriously consider in good faith SolarWorld’s counsel’s 

comments before filing. SolarWorld shall stipulate and agree to final approval and entry of the 

Final Judgment. 

4.10.1 Within five (5) business days before the Final Settlement Approval Hearing, the 

Settlement Administrator shall provide a signed declaration detailing the notice 

procedures, including the Notice as an exhibit, along with a list of all Class Members. 

The Settlement Administrator shall include other such information as requested by the 

Parties. 

4.10.2 The Parties shall present a Final Judgment for approval and entry in the form 

attached hereto as Exhibit 4. After entry of the Final Judgment as to SolarWorld, the 

Court shall have continuing jurisdiction for purposes of addressing: (i) claims remaining 

as to the SunPower defendants, (ii) settlement administration matters and (iii) such postFinal Judgment matters as may be appropriate or as set forth in this Agreement. 

4.11 Payment of Settlement Awards. 

4.11.1 The Settlement Administrator shall mail the Net Settlement Awards to Class 
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Members as set forth in Section 4.3.6. 

4.11.2 The Net Settlement Awards shall remain valid and negotiable for ninety (90) days 

from the date of their issuance and may thereafter automatically be canceled if not 

cashed, at which time the amount shall automatically become subject to Section 4.3.5 as 

described above. 

4.11.3 Administration of the Settlement shall be completed on or before one hundred 

twenty (120) days after the date the Settlement Awards were issued, including any 

transfer of unclaimed funds. 

4.12 Apprisal and Certification By Settlement Administrator. The Settlement 

Administrator shall keep SolarWorld’s counsel and Class Counsel equally apprised of the status 

of the Settlement Administration until completion of the settlement. Any decisions regarding the 

administration that are not addressed in this Agreement shall be submitted to the Parties’ counsel 

jointly. The Settlement Administrator shall make appropriate steps to secure the privacy of Class 

Member information consistent with Oregon and federal law. 

4.13 No Solicitation of Objections. The Parties agree to use their best efforts to carry out the 

terms of this Settlement. At no time shall any of the Parties or their counsel seek to solicit or 

otherwise encourage Class Members to submit objections to the Settlement or appeal from the 

Final Judgment. Both Parties agree to use their best good faith efforts to carry out the terms and 

conditions of this Agreement. Nothing in this Agreement is intended or to limit Class Counsel’s 

duties to clients under the Oregon Rules of Professional Conduct. 

4.14 Waiver of Right to Object and/or Appeal. The Parties agree and are bound by the 

terms herein. The Parties further agree not to object or appeal from an order of Preliminary 
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Approval, order granting final approval, and/or the Final Judgment. Non-compliance by any 

Party with this paragraph shall be void and of no force or effect. Any such objection to the 

Settlement, and the terms of this Agreement, by either Party shall therefore be void and of no 

force or effect. 

4.15 SolarWorld’s Fees, Costs and Expenses. All of SolarWorld’s own legal fees, costs and 

expenses incurred in this Action and through final completion of the Settlement shall be borne by 

SolarWorld. The Parties agree to cooperate in the Settlement administration process and to make 

all reasonable and good faith efforts to control and minimize the costs and expenses incurred in 

administration of the Settlement. 

4.16 Interim Stay of Proceedings. The Parties agree to hold all proceedings in the Action as 

to the SolarWorld defendants only, in abeyance pending the Final Settlement Approval Hearing 

and for purposes of administration of this Settlement. The Parties and their counsel shall 

cooperate with each other and the Settlement Administrator by using their best efforts to effect 

the implementation of the Settlement. In the event the Parties are unable to reach agreement on 

the form or content of any document needed to implement the Settlement, or on any 

supplemental provisions that may become necessary to effectuate the terms of this Settlement, 

the Parties may seek the assistance of the Court. The Parties agree that this interim stay shall 

have no application to SunPower. 

4.17 Stay on New Actions. The Parties represent that they are not aware of any other actions 

pending against SolarWorld by Class Members for unpaid wages due to work performed at the 

SolarWorld Oregon facility. However, the Parties will request that the Court, in its preliminary 

approval of the Settlement Agreement, enjoin Class Members from initiating or prosecuting any 
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proceeding on any claim to be released under the Settlement Agreement. This does not apply to 

Plaintiff’s prosecution of separate claims against the SunPower defendants. 

4.18 Entire Agreement and Exhibits. Each of the Parties has cooperated in the drafting and 

preparation of this Agreement. Hence, in any construction made to this Agreement, the same 

shall not be construed against any of the Parties. Each Party has had opportunity to consult with 

their legal counsel before signing this Agreement. This Agreement includes the terms set forth 

in the attached exhibits, which are incorporated by this reference as though fully set forth herein. 

This Agreement constitute the entire agreement among these Parties, and no oral or written 

representations, warranties or inducements have been made to any Party concerning this 

Agreement or its exhibits other than the representations, warranties and covenants contained and 

memorialized in such documents. This Agreement may be amended or modified only by a 

written instrument signed by counsel for all Parties, or as ordered by the Court. 

4.19 Authorization to Enter Into Settlement Agreement. Each Party’s counsel signing this 

Agreement warrants and represents that they are expressly authorized by the Party they represent 

to negotiate this Agreement and to take all appropriate action required or permitted pursuant to 

this Agreement to effectuate its terms, and to execute any other documents required to effectuate 

the terms of this Agreement. The persons signing this Agreement on behalf of SolarWorld 

represent and warrant that they are authorized to sign on behalf of SolarWorld and bind 

SolarWorld to this Agreement. 

4.20 Counterparts. This Agreement may be executed in counterparts, each of which shall be 

deemed an original, but all of which together shall constitute one and the same instrument and an 

electronic signature may be accepted as an original for purposes of executing this Agreement. 
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4.21 Binding on Assigns. This Agreement shall be binding upon, and inure to the benefit of, 

the assignee of SolarWorld in any ABC and any assigns of Plaintiff or the Class Members. 

4.22 Jurisdiction of the Court. The Court shall retain jurisdiction with respect to the 

interpretation, implementation and enforcement of the terms of this Agreement and all orders and 

judgments entered in connection therewith, and the Parties and their counsel hereto submit to the 

jurisdiction of the Court for purposes of interpreting, implementing and enforcing the settlement 

embodied in this Agreement and all orders and judgments entered in connection therewith. 

4.23 Oregon Law Governs. This Agreement and the exhibits hereto shall be governed by 

and interpreted according to Oregon State laws. 

4.24 Invalidity of Any Provision. Invalidation of any material portion of this Settlement 

shall invalidate this Settlement in its entirety, unless the Parties shall subsequently agree in 

writing that the remaining provisions of the Settlement are to remain in full force and effect. 

4.25 Failure to Approve. If the Court does not approve either preliminarily or finally any 

material term or condition of the Settlement Agreement, or if the Court effects a material change, 

then the Settlement Agreement will be voidable and unenforceable, subject to the Parties’ 

agreement to the contrary, and the costs of administration, if any, shall be split equally between 

the Parties as set forth in Section 4.3.6. In the event that SolarWorld has paid the Settlement 

Amount to the Settlement Administrator and this Settlement is not finally approved, the 

Settlement Administrator shall return the Settlement Amount to SolarWorld as set forth in 

Section 4.3.6. 

4.26 Settlement is Fair, Adequate and Reasonable. The Parties believe this Settlement is a 

fair, adequate and reasonable settlement of this Action as alleged against SolarWorld and have 
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arrived at this Settlement in arms-length negotiations, taking into account all relevant factors, 

present and potential. 

4.27 No Undue Publicity. Neither Plaintiff nor Class Counsel shall cause to be publicized or 

initiate, directly or indirectly, any discussion resulting in or the existence of this Agreement or its 

terms in any type of mass media, including, but not limited to, speeches, press conferences, press 

releases, interviews, television or radio broadcasts, newspapers, website postings, messages on 

the Internet, Facebook, Twitter or any other social media. In response to any media inquiry, 

Plaintiff and Class Counsel may respond that the matter has been resolved based on the terms in 

the Settlement Agreement as filed with the Court and believe it is a fair and reasonable 

resolution. Class Counsel may also state on their website that the case has been settled based on 

the terms submitted to the Court and in the case record, and provide a short and plain description 

of the claims that were settled. This provision does not apply to any publications ordered by the 

Court.
SIGNATURE PAGE 

PLAINTIFF 

Date: Feb 7, 2022 

Date: Feb 7, 2022 

Date: 

Date: 

Mr<hael eole Ifeb 7.20221526057) 

Michael Makaneole 

PLAINTIFF'S AND CLASS COUNSEL 

~rvi;'A. &hiulr 

David A. Schuck, OSB 993564 

Stephanie J. Brown, OSB 030019 

Karen A. Moore, OSB 040922 

Attorneys for Plaintiff and Class 

DEFENDANTS SOLARWORLD INDUSTRIES 

AMERICA, INC.; SOLARWORLD INDUSTRIES 

AMERICA, LP; SOLARWORLD INDUSTRIES 

SERVICES, LLC; SOLARWORLD POWER 

PROJECTS, INC. 

By: 

Its: 

COUNSEL FOR SOLARWORLD INDUSTRIES 

AMERICA, INC.; SOLARWORLD INDUSTRIES 

AMERICA, LP; SOLARWORLD INDUSTRIES 

SERVICES, LLC; SOLARWORLD POWER 

PROJECTS, INC. 

By 

John B. Dudrey, OSB 083085 

Attorney for SolarWorld Defendants 

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