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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

James Smith and Jerry Honse, on behalf of 

themselves and all others similarly situated, 

and on behalf of the Triad Manufacturing, 

Inc. Employee Stock Ownership Plan,

Plaintiffs,

v.

GreatBanc Trust Company, the Board of 

Directors of Triad Manufacturing, Inc., 

David Caito, Robert Hardie, Michael 

McCormick, Elizabeth J. McCormick, 

Elizabeth J. McCormick Second 

Amended and Restated Revocable Living 

Trust, Michael K. McCormick Second 

Amended and Restated Revocable Living 

Trust, David M. Caito Revocable Trust, 

and First Amended and Restated Robert 

Hardie Revocable Trust,

Defendants.

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Civil Action No.: 1:20-cv-02350-FUV

JUDGE FRANKLIN U. VALDERRAMA

MAGISTRATE JUDGE YOUNG B. KIM

ORDER GRANTING PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL 

OF SETTLEMENT 

Plaintiffs James Smith and Jerry Honse, individually and as Class Representatives 

(“Plaintiffs” or “Class Representatives”), have submitted an Unopposed Motion and Incorporated 

Memorandum of Law for Final Approval of Settlement set forth in the Class Action Settlement 

Agreement dated April 19, 2023 (the “Settlement Agreement”).

On June 7, 2023, this Court granted preliminary approval to the proposed class action 

settlement set forth in the Settlement Agreement (ECF 155). Having read and considered the 

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Settlement Agreement, the Motion and the exhibits thereto, and the presentations made to the 

Court by the Parties and by other interested persons at the Final Approval Hearing, it appears to 

the Court that the Settlement Agreement is fair, adequate, and reasonable, and in the best interests 

of the Settlement Class. The Court HEREBY ORDERS the following:

1. Settlement. Plaintiffs, on behalf of themselves and all members of the Class, and 

Defendants GreatBanc Trust Company (“GreatBanc” or “Trustee”), Board of Directors of Triad 

Manufacturing, Inc. (“Triad Board of Directors”), David Caito (“Caito”), Robert Hardie 

(“Hardie”), Michael McCormick (together with Caito and Hardie, “Board Defendants” or “CoPresidents”), Elizabeth J. McCormick, Elizabeth J. McCormick Second Amended and Restated 

Revocable Living Trust (“EM Trust”), Michael K. McCormick Second Amended and Restated 

Revocable Living Trust (“MM Trust”), David M. Caito Revocable Trust (“DC Trust”), and First 

Amended and Restated Robert Hardie Revocable Trust (“RH Trust,” together with Board 

Defendants, Elizabeth J. McCormick, EM Trust, MM Trust, and DC Trust, “Selling Shareholders,” 

and together with GreatBanc, Triad Board of Directors, Board Defendants, Elizabeth J. 

McCormick, EM Trust, MM Trust, and DC Trust, “Defendants”), have negotiated a proposed

settlement to this action to avoid the expense, uncertainties, and burden of protracted litigation, 

and to resolve the Released Claims (as defined in the Settlement Agreement) against Defendants

and the other Releasees (as defined in the Settlement Agreement).

2. Definitions. This Order incorporates by reference the definitions in the Settlement 

Agreement, and all capitalized terms used, but not defined herein, shall have the same meanings 

as in the Settlement Agreement.

3. Jurisdiction. This Court has jurisdiction over the subject matter of this action and 

over all parties to this action, including all Class Members, and venue in this Court is proper.

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4. Settlement Class. The Court certifies the following Settlement Class as: All 

participants in the Triad ESOP from December 17, 2015 through December 31, 2022 who vested 

under the terms of the Plan, and those participants’ beneficiaries, excluding the individual Triad 

Defendants and the legal representatives, successors, heirs and assigns of any such excluded

persons.

5. No Merits Determination. By entering this Order, the Court does not make any 

determination as to the merits of this case.

6. Class Representatives and Class Counsel. The Court appoints Plaintiffs James 

Smith and Jerry Honse as Class Representatives, and the law firms Cohen Milstein Sellers & Toll 

PLLC and Feinberg, Jackson, Worthman & Wasow LLP as Class Counsel.

7. Settlement Approval. Pursuant to Rule 23(e), the Court hereby approves the 

Settlement and finds that it is, in all respects, fair, reasonable, and adequate to the Parties. The 

Court further finds that the Settlement is the result of good faith, arm’s-length negotiations between 

experienced counsel representing the interests of the Parties. Accordingly, the Settlement is hereby 

finally approved in all respects; there is no just reason for delay; and the Parties are hereby directed 

to perform its terms.

8. Dismissal. Final Judgment is hereby entered with respect to the Released Claims 

of all Class Members, and the Released Claims are hereby dismissed in their entirety without

prejudice and without costs. The dismissal without prejudice shall not allow any Party or Class 

Member to reopen issues resolved by the Final Judgment. The dismissal without prejudice shall 

become a dismissal with prejudice sixty (60) days after entry of the Final Judgment and the case 

shall be closed at that time unless the Court receives notice from a Party that there is a dispute 

regarding the administration, consummation, enforcement, or interpretation of the Settlement. In 

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such case, the dismissal without prejudice shall become a dismissal with prejudice after the Court 

resolves the dispute regarding the Settlement.

9. Releases. The releases as set forth in Section XI of the Settlement Agreement are 

expressly incorporated herein in all respects and made effective by operation of this Judgment. 

The Court hereby approves the release provisions as contained and incorporated in Section XI of 

the Settlement Agreement. The Class Members and the ESOP shall be deemed to have, and by 

operation of the Judgment shall have, fully, finally and forever released, relinquished and 

discharged all Released Claims against the Releasees.

10. Approval of Class Notice. The form and means of disseminating the Class Notice 

as provided for in the Order Granting Plaintiffs’ Unopposed Motion for Preliminary Approval of 

Settlement and Certification of Settlement Class constituted the best notice practicable under the 

circumstances, including individual notice to all Class Members who could be identified through 

reasonable effort. Said Notice fully satisfied the requirements of Federal Rule of Civil Procedure 

23 and complied with all laws, including, but not limited to, the Due Process Clause of the United 

States Constitution.

11. Attorneys’ Fees and Expenses. Plaintiffs and Class Counsel have moved for an 

award of attorneys’ fees in the amount of $2,279,105.00 and costs and expenses of $180,395.00. 

The Court has considered this application for fees and expenses separately and independently from 

this Judgment and the Court’s approval of the Settlement. The Court finds that an award of 

$2,279,105.00 in attorneys’ fees and $180,395.00 in costs and expenses is fair and reasonable, and 

the Court approves of Class Counsel attorneys’ fees, costs and expenses in these amounts to be 

paid from the Settlement Amount.

12. Service Awards. The Court further finds that Service Awards for Class 

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Representatives James Smith in the amount of $12,500 and Jerry Honse in the amount of $12,500 

are fair and reasonable, and the Court approves of the Service Awards in those amounts. The Court 

directs the Settlement Administrator to disburse these amounts to the Class Representatives as 

provided in the Settlement Agreement.

13. Settlement Administration and Independent Fiduciary Fees. The Court further 

finds that settlement administration fees to Analytics Consulting, LLC, not to exceed $5,500, and 

independent fiduciary fees of $10,000 to Fiduciary Counselors, Inc., to be paid from the Settlement 

Fund, are fair and reasonable.

14. Use of Order. Neither this Order, the fact that a settlement was reached and filed,

the Settlement Agreement, nor any related negotiations, statements, or proceedings shall be

construed as, offered as, admitted as, received as, used as, or deemed to be an admission or

concession of liability or wrongdoing whatsoever or breach of any duty on the part of Defendants. 

This Order is not a finding of the validity or invalidity of any of the claims asserted or defenses 

raised in this action. In no event shall this Order, the fact that a settlement was reached, the 

Settlement Agreement, or any of its provisions or any negotiations, statements, or proceedings 

relating to it in any way be used, offered, admitted, or referred to in this action, in any other action, 

or in any judicial, administrative, regulatory, arbitration, or other proceeding, by any person or 

entity, except by the Parties and only the Parties in a proceeding to enforce the Settlement 

Agreement. 

15. Continuing Jurisdiction. Without affecting the finality of this Judgment in any 

way, this Court hereby retains continuing jurisdiction over the administration, consummation, 

enforcement, and interpretation of the Settlement Agreement, the Final Judgment, and for any 

other necessary purpose for a period of sixty (60) days after entry of the Final Judgment, unless 

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the Court receives notice from a Party that there is a dispute regarding the administration, 

consummation, enforcement, or interpretation of the Settlement, in which case the Court shall 

retain continuing jurisdiction until the dispute is resolved.

16. Implementation of the Agreement. The Parties are hereby authorized to 

implement the terms of the Settlement Agreement.

17. Reasonable Extensions. Without further order of this Court, the Parties may agree 

to reasonable extensions of time to carry out any of the provisions of the Settlement Agreement. 

18. CAFA Notice. Defendants have provided notification to all appropriate federal and 

state officials regarding the Settlement as required by 28 U.S.C. § 1715. 

19. Entry of Final Judgment. There is no just reason for delay in the entry of this 

Order and Final Judgment and immediate entry by the Clerk of the Court is hereby directed. 

20. Action Closed. The Clerk of the Court is hereby directed to close the Action as 

described in Paragraph 8.

IT IS SO ORDERED

Dated: August 23, 2023 ____________________________________

THE HON. FRANKLIN U. VALDERRAMA

U.S. DISTRICT COURT JUDGE

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