Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 1 of 39 UNITED STATES DISTRICT COURT DISTRICT OF MARYLAND ) ) ) ) ) ) ) ) ) ) ) )

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1 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 1 of 39 UNITED STATES DISTRICT COURT DISTRICT OF MARYLAND BARRY DURM, JR., on behalf of himself and all others similarly situated, v. Plaintiff, AMERICAN HONDA FINANCE CORPORATION and HONDA LEASE TRUST, Defendants. Case No. 13-cv-223-WDQ SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (the Settlement Agreement is entered into by and between (1 Barry Durm, Jr., in his individual and representative capacities ( Plaintiff, and (2 American Honda Finance Corp. and Honda Lease Trust (collectively, Honda. RECITALS A. On January 23, 2013, Plaintiff filed a putative class action (the Lawsuit, alleging that Honda had violated the Servicemembers Civil Relief Act, 50 U.S.C. App. 535(f (the Act, among other causes of action, by failing to refund pro rata portions of certain customers lease capitalized cost reductions. Plaintiff and the putative class sought monetary and equitable relief. B. On December 8, 2013, the Honorable William T. Quarles granted in part and denied in part Honda s motion to dismiss, ruling that Plaintiff stated a viable complaint for violation of the Act and certain state law claims. C. Honda respectfully disagrees with the Court s December 8, 2013 ruling, and has requested permission to appeal the decision.

2 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 2 of 39 D. Honda continues to deny liability with respect to the claims alleged in the Lawsuit and disputes that it acted improperly in any way towards Plaintiff and the putative class, and makes no admission of any wrongdoing. E. Plaintiff, on the other hand, continues to believe the Lawsuit has merit, has responded to Honda s request to appeal the decision, and intends to pursue his claims. F. Following additional legal briefing, the parties requested a stay to explore settlement in lieu of continued litigation. G. In deciding to explore settlement, Plaintiff and his counsel, DeBenedictis & DeBenedictis LLC, the Law Offices of Thomas T. Booth, Jr., LLC, and the Shoemaker Law LLC (collectively, Class Counsel, investigated the facts and analyzed the relevant legal issues, and believe that the claims asserted in the Lawsuit have merit. Plaintiff and his counsel also examined the benefits to be obtained under a settlement and have considered the costs, risks, and delays associated with the continued prosecution of this litigation and the likely appeals of any favorable rulings. H. Plaintiff and his counsel believe that, in consideration of all the circumstances and after prolonged and serious arm s-length settlement negotiations with Honda, the proposed settlement embodied in this Settlement Agreement is fair, reasonable, and adequate, and is in the best interests of all members of the Settlement Class. I. Honda indicated its intent to contest every claim in the Lawsuit and maintains that it has consistently acted in accordance with governing laws. J. Honda nonetheless has also concluded that it is in its best interest and the best interests of its customers to settle the Lawsuit on the terms and conditions in this Settlement Agreement. 2

3 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 3 of 39 K. Honda, like Plaintiff and his counsel, has reached this conclusion after considering the benefits of a final resolution of the Lawsuit, the expense that would be necessary to defend the matter through trial and any appeals, and the benefits of disposing of protracted litigation. L. Honda, Honda s counsel, Plaintiff, and Plaintiff s counsel have engaged in arm slength settlement negotiations and have determined that the terms of this Settlement Agreement constitute a fair and reasonable compromise of the claims and defenses asserted in the Lawsuit, and that they mutually desire to settle the Lawsuit on a class-wide basis. M. In reaching this decision, the parties and their respective counsel were assisted in their settlement negotiations by a neutral mediator, Judge (Ret. Anne S. Harrington. N. As part of the negotiations, and prior to an all-day mediation session, Honda provided Plaintiff s counsel with confidential business records about the size and scope of the putative class, and provided substantial mediation discovery under the terms of a confidential mediation discovery agreement. O. The parties and their counsel conducted a detailed legal and factual analysis of the information provided in connection with the mediation. P. Three months of negotiations culminated on December 7, 2014 with the execution of a formal Memorandum of Understanding. Q. This Settlement Agreement is intended to fully, finally, and forever resolve on behalf of the entire Settlement Class (as defined below the Released Claims (as defined below in accordance with the terms and conditions of this Settlement Agreement upon final approval of the Court. 3

4 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 4 of 39 R. Based on their evaluation of the facts and the law, Plaintiff and Class Counsel (as defined below have agreed to settle the Lawsuit after considering such factors as (1 the benefits to the Settlement Class; (2 the risk, uncertainty, cost, and delay of litigation; and (3 the desirability of obtaining relief for Plaintiff and the Settlement Class now rather than later (or not at all. S. Plaintiff and Class Counsel have determined that the Settlement Agreement provides substantial benefits to the Settlement Class and represents a fair, reasonable, and adequate settlement of the claims that are or could have been alleged in the Lawsuit. T. Honda and Honda s counsel have made similar determinations, and, while denying wrongdoing, Honda enters into the Settlement Agreement to avoid the expense, inconvenience, and inherent risk of litigation, as well as the concomitant disruption of its business operations. U. Honda s decision to settle is based on Honda s long-standing commitment to recognize and provide benefits to the men and women who serve in the U.S. military. CERTIFICATION OF SETTLEMENT CLASS 1. The Settlement Class: The Settlement Class is defined as follows: All persons who (a made a cash capitalized cost reduction payment and, prior to their originally scheduled termination date, terminated their leases with American Honda Finance Corp. between January 1, 2008 and the date of this Settlement Agreement pursuant to the Act, and (b did not receive a full pro rata refund of their cash payment. Excluded from the class are any officers, directors, or associates of Honda or any of its related entities, counsel of record for the parties 4

5 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 5 of 39 in the Lawsuit or in the Settlement Agreement, and any judicial officer to whom the Lawsuit is assigned. Members of the Settlement Class are referred to as Class Members. 2. Certification of Settlement Class: Promptly after execution of the Settlement Agreement, Class Counsel will ask the Court to issue an order certifying the Settlement Class for settlement purposes only. Honda agrees not to object to this request without waiver of its right to contest certification or the merits of the Lawsuit if the settlement does not receive final approval or the Effective Date (defined in paragraph 13 below does not occur. RELIEF TO THE SETTLEMENT CLASS 3. Relief to the Settlement Class: If the proposed settlement receives final approval, Honda will provide benefits to Class Members as follows: (a Class Members whose accounts have been flagged in Honda s electronic records as SCRA will receive an automatic refund of the pro rata amount of their cash capitalized cost reduction payment corresponding to the amount of time remaining on their lease when they terminated it under the Act (unless and to the extent the Class Member already received partial or full pro rata payment. Any refund will be diminished by applicable deficiency amounts such as missed lease payments or late fees, but no deductions will be made for excess wear and tear or excess mileage. For example, if a Class Member paid a capitalized cost reduction of $1,000 and then terminated his or her lease under the Act halfway through the lease, but had missed one lease payment of $300, then Honda would send that Class Member a check for $200 (half of $1,000 is $500; subtracting the $300 missed lease payment equals $200. Honda will send Class Members whose accounts have been flagged in its electronic records as 5

6 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 6 of 39 SCRA (other than those who opt out of the settlement a check in the appropriate amount without the need for a claim form from those Class Members. (b Class Members whose accounts have not been flagged in Honda s system as SCRA must submit a claim form to be eligible to receive a pro rata refund. Class Members who submit timely and valid claim forms will receive a refund calculated in the same manner described above in paragraph 3(a. If Honda s records do not confirm that the Class Member terminated his or her lease pursuant to the Act, the Class Member must submit documentation showing entitlement to relief. (c Payments will be mailed to Class Members entitled to an automatic refund approximately 60 days following the Effective Date. Payments will be made via check to other Class Members approximately 60 days following the submission of a valid claim form and after Honda s confirmation through review of its records that the Class Member is entitled to relief, or the Class Member s submission of documentation demonstrating entitlement to relief under the settlement, whichever is later. (d De Minimis Exception. Class Members who would otherwise receive a refund of less than five dollars will not receive any refund. (e Returned Checks. If a check is returned as undeliverable, Honda will r the check if a forwarding address was provided. If a new address is not provided, or if the check is r ed and returned, the check will be cancelled. (f Uncashed Checks/Cancelled Checks. Checks shall be valid for at least 90 days from the date of issue. A Class Member whose check is uncashed after the 90-day period may request a new check for up to one year from the date of the original check. Issuance of a 6

7 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 7 of 39 new check will be at Honda s discretion, denial of which will not be unreasonably withheld. Honda will provide Class Counsel with reports on uncashed checks on a quarterly basis. (g Honda reserves the right to augment the settlement at its discretion to provide additional benefits to Class Members. (h Potential Future Relief. Honda agrees to review its operating procedures relating to accounts subject to the Act. 4. Attorneys Fees, Costs, and Incentive Award: (a Honda agrees not to object to Plaintiff s request for attorneys fees to Class Counsel in an amount not to exceed $350,000, plus costs in an amount not to exceed $7,500, for a total Class Counsel Payment not to exceed $357,500. Class Counsel and Plaintiff agree not to seek or accept a Class Counsel Payment greater than $357,500. Class Counsel will petition for approval of the Class Counsel Payment at least 45 days before the final approval hearing, or any other deadline set by the Court. Honda will pay the amount approved by the Court that does not exceed $357,500. The Court-approved Class Counsel Payment will not affect any benefits provided to Class Members or Plaintiff. Honda will pay the Court-approved Class Counsel Payment within 14 business days of the Effective Date by wire transfer to the attorney trust account of Class Counsel, Law Offices of Thomas T. Booth, Jr., LLC, so long as the necessary documentation is provided by Class Counsel. Honda s obligations with respect to the Court-approved Class Counsel Payment shall be fully satisfied upon receipt of the funds by Class Counsel. Class Counsel will be responsible for any loss that may occur after receipt of the funds and for allocating the Court-approved Class Counsel Payment among Class Counsel or others. Honda will have no responsibility or liability in connection with the allocation of the Courtapproved Class Counsel Payment. Class Counsel will bear all liability, and Honda will bear no 7

8 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 8 of 39 liability (beyond the Court-approved Class Counsel Payment itself in connection with any claim for payment made by any attorney or service provider who claims to have rendered services to, for, or on behalf of Plaintiff, any Class Member, or Class Counsel in connection with the Lawsuit. Except for the Court-approved Class Counsel Payment, Class Counsel will be responsible for all fees, costs, and expenses incurred by Plaintiff or Class Counsel in connection with the Lawsuit. No interest will accrue with respect to the Court-approved Class Counsel Payment. (b Honda agrees not to object to Plaintiff s request for an incentive award in an amount not to exceed $2,500 for Plaintiff s time and effort on behalf of the Settlement Class. Class Counsel and Plaintiff agree not to seek or accept an incentive award greater than $2,500. Class Counsel will petition for approval of the incentive award at least 45 days before the final approval hearing, or any other deadline set by the Court. Honda will pay the amount approved by the Court that does not exceed $2,500. The Court-approved incentive award will not affect any benefit provided to Class Members or Plaintiff. Honda will pay the Court-approved incentive award within 14 business days of the Effective Date by check payable to Barry Durm, Jr. and sent to the Law Offices of Thomas T. Booth, Jr., LLC. Honda s obligation for payment of any Court-approved incentive award will be fully satisfied upon receipt of the check by the Law Offices of Thomas T. Booth, Jr., LLC. Plaintiff will bear all liability, and Honda will bear no liability, for payment of taxes due, if any, on the Court-approved incentive award. No interest will accrue with respect to the Court-approved incentive award if paid in accordance with the Settlement Agreement. 8

9 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 9 of Settlement Administration: SETTLEMENT ADMINISTRATION (a Honda will administer the settlement, including (i printing and mailing the notice of the proposed settlement; (ii arranging for publication notice regarding the proposed settlement, as described further in paragraph 5(b; (iii processing requests for exclusion from Class Members; and (iv any other provision of the Settlement Agreement that relates to settlement administration. Upon reasonable notice, Honda will make available for inspection by Class Counsel information reasonably necessary for Class Counsel to confirm that Honda has complied with the settlement administration aspects of the Settlement Agreement. (b In addition, Honda will arrange for (i two published notices of at least onethird of a page in military-focused magazines or periodicals such as The Officer, a publication of the Reserve Officer s Association, the Reserve & National Guard Magazine, or any similar publication, and (ii two published notices of at least one-third of a page in military-focused newspapers such as Stars and Stripes (U.S. and overseas editions or Military Times. (c Review and Assistance. Class Counsel will be permitted to audit and review actual (or summary reports on claims made, claims approved or denied, checks issued, calculation of benefits under the settlement, returned checks and uncashed checks to assist with (1 the effectuation of the settlement, and (2 the parties respective desire to reasonably ensure that the benefits are administered in a manner to attempt to reach each Class Member. (d Honda will be responsible for the cost of settlement administration. Except for the Court-approved Class Counsel Payment and Court-approved incentive award, Honda will not be responsible for, and will not pay, any costs or fees incurred by Plaintiff or Class Counsel with respect to the negotiation, implementation, or administration of the settlement, or any costs 9

10 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 10 of 39 incurred by any Class Member in connection with participating in, opting out of, or objecting to the settlement. (e Beginning when Honda first mails Class Notice to Class Members and continuing until one year after the Effective Date, Honda will maintain a website that includes a copy of the Settlement Agreement, the Class Notice, and Court orders and pleadings pertaining to the settlement. (e Dispute Resolution. In the event of a dispute over the validity of a claim, or a dispute over the denial of a check reissuance request, Class Members shall be entitled to submit their claim to the Better Business Bureau s dispute resolution process. Class Members must first notify Honda that they intend to pursue the dispute resolution process, and Honda will have the option, at its sole discretion, to negotiate with the Class Member to attempt to resolve the dispute, provided that Honda provides prior written notice to Class Counsel of its intent to do so. If Honda elects not to undertake a negotiation process or the process does not resolve the dispute within 30 days from the date the Class Member notifies Honda of the dispute, the Class Member may then submit the claim to the Better Business Bureau. Honda will provide notice to Class Counsel of any claims submitted to the Better Business Bureau. The Better Business Bureau s findings will be final and binding on both parties. Honda will pay the Better Business Bureau s fees for the dispute resolution process. Class Members and Honda will each bear their own attorneys fees and any other costs of the dispute resolution process, if any. Class Counsel will have the option, but not the obligation, to participate in the dispute resolution process. 6. No Other Financial Obligations on Honda: Honda will not be obligated to pay any fees, expenses, or costs in connection with the Lawsuit or this Settlement Agreement other than the amounts specifically provided for in this Settlement Agreement. 10

11 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 11 of 39 RELEASE 7. Release: Upon the Effective Date, Plaintiff and every Class Member (except those who opt out, for themselves, their attorneys, spouses, beneficiaries, executors, representatives, heirs, successors, and assigns, in consideration of the relief set forth in this Settlement Agreement, fully and finally release Honda, its parents, subsidiaries, dealers, vendors, suppliers, and affiliates, and all of their present and former officers, directors, employees, agents, attorneys, representatives, insurers, and legal representatives from any and all claims or causes of action, whether known or unknown, that concern, refer or relate to (a any claim for a refund of any portion of their cash capitalized cost reduction payment pursuant to the Act or any other theory whatsoever, and (b all other claims that were asserted, or that could have been asserted, in the Lawsuit with respect to the cash component of their capitalized cost reduction. The claims released in this paragraph are referred to as the Released Claims, and the parties released are referred to as the Released Parties. Plaintiff and the Class Members waive any principles of law similar to and including Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Plaintiff and the Settlement Class agree that Section 1542 and all similar federal or state laws, rules, or legal principles of any other jurisdiction are knowingly and voluntarily waived in connection with the claims released in the Settlement Agreement, and agree that this is an essential term of the Settlement Agreement. Plaintiff and the Settlement Class acknowledge that they may later discover claims presently unknown or unsuspected, or facts in addition to or 11

12 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 12 of 39 different from those which they now believe to be true with respect to the matters released in this Settlement Agreement. Nevertheless, Plaintiff and the Class Members fully, finally, and forever settle and release the Released Claims. SETTLEMENT APPROVAL PROCESS 8. Preliminary Approval Order: Plaintiff will petition the Court for a preliminary order approving the Settlement Agreement (the Preliminary Approval Order promptly after this Settlement Agreement has been fully executed. A copy of the proposed Preliminary Approval Order is attached as Exhibit A. 9. Class Notice: Following entry of the Preliminary Approval Order and at least 63 days before the final approval hearing, Honda will send the Notice of Proposed Settlement (attached as Exhibit B to identified Class Members by first-class mail. A report thereof shall be provided to Class Counsel. (a Potential Class Members who Honda has identified through a search of its electronic records will be sent a notice via first-class mail. Before sending the notice, Honda will update the recipient s address through a reliable service of Honda s choosing that is consistent with its customary business practices. If a notice is returned to Honda as undelivered and a forwarding address is provided, Honda will r one additional time to the new address. (b Honda will set up a dedicated website at its cost that will include the Class Notice, the claim form, the Settlement Agreement, and other relevant documents. (c Honda will provide a toll-free number with live operators during normal business hours to answer calls from Class Members. (d Honda will provide publication notice of the proposed settlement as provided in paragraph 5(b, above. 12

13 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 13 of Right of Exclusion: Class Members who submit a timely written request for exclusion from the Settlement Class will be excluded from the Settlement Class, will have no rights as Class Members, and will not be bound by the release in the Settlement Agreement. A request for exclusion must be in writing and must state the name, address, and phone number of the person seeking exclusion. Each request must also contain a signed statement to the following effect: I request to be excluded from the Settlement Class in the Durm lawsuit. The request must be mailed to Honda at the address provided in the Class Notice at least 35 days before the final approval hearing, or any other date set by the Court. A request for exclusion that does not include all of the foregoing information, or that is sent to an address other than the one designated in the Class Notice, or that is not mailed by the deadline will be invalid, and the person submitting the request will remain a Class Member. A Class Member who cashes a check from Honda or submits a valid claim form, as described in paragraph 3 above, is not eligible for exclusion, and any request for exclusion will be invalid. Honda will file a list of Class Members requesting exclusion with the Court. If more than 5 percent of the Class Members request exclusion, Honda will have the right, at its sole discretion, to terminate the Settlement Agreement. 11. Right to Object: Any Class Member who objects to the settlement may appear in person or through counsel, at his or her own expense, at the final approval hearing to present any relevant evidence or argument. No Class Member will be heard and no papers submitted by any Class Member will be considered unless, at least 35 days before the final approval hearing, or any other date set by the Court, the Class Member files with the Court and mails to Class Counsel and Honda s counsel written objections that include (1 the title of the case; (2 the Class Member s name, address, and telephone number; (3 the approximate date when the Class 13

14 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 14 of 39 Member leased a vehicle from Honda; (4 all legal and factual bases for any objection; and (5 copies of any documents that the Class Member wants the Court to consider. In addition, any Class Member objecting to the settlement shall provide a list of all other objections submitted by the objector, or the objector s counsel, to any class action settlements in any court in the United States in the previous five years. If the Class Member or his or her counsel has not objected to any other class action settlement in the United States in the previous five years, he or she shall so state in the objection. Any Class Member who fails to object in this manner will be deemed to have waived any objections. 12. Final Judgment and Order: At the final approval hearing, the parties will ask the Court to enter final judgment (the Final Judgment and Order. A copy of the proposed Final Judgment and Order is attached as Exhibit C. 13. Finality of Judgment: The Final Judgment and Order will be deemed final, and the Effective Date will occur, (a 35 days after the Final Judgment and Order is entered if no notice of appeal or motion tolling the time for appeal is filed; or (b if any such document is filed, 14 days after all appellate proceedings (including proceedings in the Court in the event of a remand have been finally terminated and the Settlement Agreement has been finally approved in all material respects MISCELLANEOUS PROVISIONS 14. Integration and Drafting: The Settlement Agreement was drafted and negotiated by counsel for the parties at arm s length. It sets forth the entire agreement among the parties. 15. Amendment, Court Approval, Extensions: The Settlement Agreement may not be amended without the written consent of all parties and approval of the Court; provided, however, that the parties may agree to reasonable extensions of time to carry out any provision 14

15 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 15 of 39 of the Settlement Agreement, and provided further that any extension of more than 30 days must be approved by the Court. 16. Construction: This Settlement Agreement has been drafted by all parties and shall not be construed for or against any of the parties. 17. Integration of Exhibits: The exhibits to the Settlement Agreement are incorporated by reference and are an integral part of the Settlement Agreement. 18. Counterparts: The Settlement Agreement may be executed in counterparts, each of which will be considered an original. Executed signature pages are valid and enforceable whether they are originals or copies, and whether transmitted by facsimile, , or any other means. 19. No Evidence, No Admission: In no event shall this Settlement Agreement, any of its provisions, or any negotiations, statements, or proceedings relating to it be offered or received as evidence in the Lawsuit or in any other proceeding, except in a proceeding to enforce the Settlement Agreement (including its release. Without limiting the foregoing, neither the Settlement Agreement nor any related negotiations will be offered or received as evidence, or as an admission or concession, by any person of any matter, including but not limited to any alleged wrongdoing on the part of Honda or the appropriateness of certification of any class. 20. Tax Consequences: Honda gives no opinion as to the tax consequences of the settlement to Class Members or anyone else. Each Class Member s or other person s tax obligations, if any, and the determination of those obligations, are the sole responsibility of the Class Member or other person. Honda will act as it determines is required by the Internal Revenue Code in reporting any settlement benefit provided pursuant to the Settlement Agreement. 15

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18 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 18 of 39 Law Offices of Thomas T. Booth" Jr.. LLC Shoemaker Law, LLC Attorneys for Plaintiff and the Settlement Class T7

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21 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 21 of 39 EXHIBIT A

22 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 22 of 39 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND BARRY DURM, JR., on behalf of himself and all others similarly situated, v. Plaintiff, AMERICAN HONDA FINANCE CORPORATION and HONDA LEASE TRUST, Defendants. Case No. 13-cv-223-WDQ [PROPOSED] ORDER GRANTING MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT The Court has considered the petition of Barry Durm, Jr. ( Plaintiff requesting preliminary approval of the class action settlement (the Settlement Agreement with defendant American Honda Finance Corp. and Honda Lease Trust (collectively, Honda. The Court finds as follows: (a The settlement proposed in the Settlement Agreement has been negotiated at arm s length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests of the Settlement Class (as defined below; (b The form of notice to the Settlement Class (attached as Exhibit B to the Settlement Agreement and the method of providing notice to the Settlement Class (as described in paragraph 9 of the Settlement Agreement comply with Federal Rule of Civil Procedure 23 and due process, constitute the best notice practicable under the circumstances, and constitute due and sufficient notice to everyone entitled to notice of the settlement of the Lawsuit; and

23 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 23 of 39 (c With respect to the Settlement Class, this Court finds that, for settlement purposes only, certification is appropriate under Amchem Products, Inc. v. Windsor, 521 U.S. 591 (1997. Amchem: IT IS THEREFORE ORDERED THAT: 1. The following class (the Settlement Class is conditionally certified pursuant to All persons who (a made a cash capitalized cost reduction payment and, prior to their originally scheduled termination date, terminated their leases with American Honda Finance Corp. between January 1, 2008 and April 27, 2015 pursuant to the Servicemembers Civil Relief Act, and (b did not receive a full pro rata refund of their cash payment. Excluded from the class are any officers, directors, or associates of Honda or any of its related entities, counsel of record for the parties in the Lawsuit or in the Settlement Agreement, and any judicial officer to whom the Lawsuit is assigned. 2. Plaintiff is designated as the representative of the Settlement Class. 3. DeBenedictis & DeBenedictis LLC, the Law Offices of Thomas T. Booth, Jr., LLC, and Shoemaker Law LLC are appointed as Class Counsel. 4. If the Settlement Agreement is not finally approved in all material respects, or is reversed, vacated, or modified in any material respect by any court, the Settlement Agreement will be void, Plaintiff and Honda will be restored to their respective positions as of the date the Settlement Agreement was signed, any certification of the Settlement Class will be vacated, and the Lawsuit will proceed as though the Settlement Class had never been certified. If the Settlement Agreement does not receive full and final judicial approval, Honda retains the right to object to the propriety of class certification. 5. The form of notice to Class Members (attached as Exhibit B to the Settlement Agreement is approved. 6. Honda will send the notice, at its own cost, within 90 days, by first-class mail to the identified Class Members in accordance with paragraph 9 of the Settlement Agreement. In 2

24 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 24 of 39 addition, Honda will publish a notice of the proposed settlement in The Officer, a bi-monthly publication of the Reserve Officers Association (1/3 page in two consecutive editions and Reserve & National Guard Magazine (1/3 page in two consecutive editions. This notice complies with the requirements of Federal Rule of Civil Procedure 23 and due process, constitutes the best notice practicable under the circumstances, and is sufficient notice to everyone entitled to notice of the settlement of the Lawsuit. 7. The final hearing to determine whether the settlement is fair, reasonable, and adequate, and whether it should be approved, will be conducted on, 2015 [at least five months after entry of this order], at in. 8. Any request for exclusion from the Settlement Class must be in writing and must state the name, address, and phone number of the person seeking exclusion. Each request must contain a signed statement to the following effect: I request to be excluded from the proposed Settlement Class in the Durm lawsuit. The request must be mailed to Honda at the address provided in the Class Notice no later than, 2015 [35 days before final hearing]. Honda will submit to the Court a list of Class Members seeking to opt out by, 2015 [21 days before final hearing]. 9. Only Class Members who have not opted out have the right to object to the proposed settlement. No Class Member will be heard and no papers submitted by any Class Member will be considered by the Court unless, no later than, 2015 [35 days before final hearing], the Class Member files with the Court and mails to Class Counsel and Honda s counsel written objections that include (1 the title of the case, (2 the Class Member s name, address, and telephone number; (3 the approximate date when the Class Member leased the relevant Honda vehicle; (4 all legal and factual bases for any objection; and (5 copies of 3

25 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 25 of 39 any documents that the Class Member wants the Court to consider. In addition, any Class Member objecting to the settlement shall provide a list of all other objections submitted by the objector, or the objector s counsel, to any class action settlements in any court in the United States in the previous five years. If the Class Member and his or her counsel has not objected to any other class action settlement in the United States in the previous five years, he or she shall so state in the objection. Any Class Member who fails to object in this manner will be deemed to have waived his or her objections. Plaintiff and Honda must file their responses to any objections no later than, 2015 [14 days before final hearing]. There will be no replies. 10. The amount of the Class Counsel Payment and the incentive award to the Plaintiff under paragraph 4 of the Settlement Agreement will be determined at the fairness hearing. Class Counsel shall file by, 2015 [49 days before final hearing], a petition for approval of the Class Counsel Payment and the incentive award to Plaintiff. 11. In aid of the Court s jurisdiction to implement and enforce the proposed settlement, Plaintiff and all Class Members are preliminarily enjoined from commencing or prosecuting any action asserting any of the Released Claims (as defined in paragraph 7 of the Settlement Agreement, either directly, representatively, derivatively, or in any other capacity, in any court or other forum. 12. The parties may agree to reasonable extensions of time to carry out any provision of the Settlement Agreement, provided that any extension of more than 30 days must be approved by the Court. The Court may, for good cause, extend any of the deadlines in this order or continue the final approval hearing without further notice to the Settlement Class. IT IS SO ORDERED 4

26 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 26 of 39 Hon. William D. Quarles, Jr. United States District Judge 5

27 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 27 of 39 EXHIBIT B

28 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 28 of 39 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND BARRY DURM, JR., on behalf of himself and all others similarly situated, v. Plaintiff, AMERICAN HONDA FINANCE CORPORATION and HONDA LEASE TRUST, Defendants. Case No. 13-cv-223-WDQ NOTICE OF PROPOSED CLASS ACTION SETTLEMENT YOU ARE NOT BEING SUED. PLEASE READ THIS NOTICE CAREFULLY BECAUSE IT MAY AFFECT YOUR RIGHTS IN A LAWSUIT. 1. WHY YOU ARE RECEIVING THIS NOTICE You are receiving this notice because you may be entitled to money in the settlement of a class action lawsuit. The lawsuit was filed against American Honda Finance Corp. and Honda Lease Trust ( Honda in federal court. The lawsuit claims that Honda should have refunded money to certain members of the military who leased a Honda vehicle and terminated their leases early under the Servicemembers Civil Relief Act. 2. WHAT IS A CLASS ACTION? A class action is a kind of lawsuit. In a class action, the rights of a large group of people are decided in one court proceeding. Representative plaintiffs known as Class Representatives assert claims on behalf of the entire group, or class. 3. WHO IS IN THE CLASS? You are in the class if you (a made a cash down payment on a lease of a Honda vehicle, (b you terminated your lease with American Honda Finance Corp. under the Servicemembers Civil Relief Act at any time between January 1, 2008 and April 27, 2015, and (c you did not receive a pro rata refund of your down payment. You are not in the class if you are an officer, director, or associate of Honda or any of its related entities, counsel of record for the parties in the class action lawsuit or the settlement of the lawsuit, and any judicial officer to whom the lawsuit is assigned. 4. DESCRIPTION OF THE LAWSUIT Barry Durm, Jr. brought the lawsuit. He claimed that Honda should have given partial refunds of service members down payments when service members ended their leases early under the Servicemembers Civil Relief Act. Honda believes it did nothing wrong but is willing to settle the case to avoid the costs and risks of litigation.

29 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 29 of 39 Honda also has a long-standing commitment to recognize and provide benefits to the men and women who serve in the U.S. military. 5. THE PROPOSED SETTLEMENT After extensive negotiations, the parties have agreed to settle the case. Honda has agreed to refund a portion of the cash down payments service members paid when they leased their vehicles if they later terminated their lease early under the Servicemembers Civil Relief Act. The refund will be based on how much time was left on the lease when it was terminated. Any refund will be lowered if you missed lease payments or incurred late fees, but no deductions will be made for excess wear and tear or excess mileage. For example, if you made a down payment of $1,000 and then terminated your lease under the Servicemembers Civil Relief Act halfway through the lease, but you also missed one lease payment of $300, then you would be entitled to a refund of $200 (half of $1,000 is $500; subtracting the $300 missed lease payment equals $200. If you think you are eligible for a refund, fill out the enclosed claim form and send it, along with any supporting documentation you have, to Honda by, WHO REPRESENTS THE CLASS? The Court has appointed Barry Durm, Jr. as the Class Representative. The Court has also appointed the following lawyers as Class Counsel: DeBenedictis & DeBenedictis LLC Law Offices of Thomas T. Booth, Jr., LLC Shoemaker Law, LLC These lawyers represent your interest in the lawsuit. You will not be charged for their services. But you can hire your own attorney at your own expense if you wish. 7. LEGAL EFFECT OF THE SETTLEMENT (RELEASE OF CLAIMS The settlement provides for a release of claims against Honda. Specifically, if the settlement is approved, Plaintiff and each Class Member (except Class Members who exclude themselves from the Settlement Class, as described in the next section will release Honda and related persons and entities from all claims that involve Honda s refund of cash capitalized cost reductions under the Servicemembers Civil Relief Act and other legal theories. 8. OPTING OUT OF THE CLASS If you want to exclude yourself from the Settlement Class, you must submit a written request for exclusion that includes your name and current address and telephone number. Your request must contain a signed statement to the following effect: I request to be excluded from the Settlement Class in the Durm lawsuit. DO NOT REQUEST EXCLUSION IF YOU WANT TO PARTICIPATE IN THE SETTLEMENT AND POTENTIALLY RECEIVE BENEFITS FROM THE SETTLEMENT. Requests for exclusion must be mailed to Honda at the address listed below mailed by, 2015: Honda P.O. Box

30 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 30 of 39 Torrance, CA If you opt out of the Settlement Class, you will not be eligible for any settlement benefits and will not be bound by any judgment or release in the lawsuit. If you try to opt out of the class and also file a claim for benefits, you are bound by the settlement and your request for exclusion will be invalid. 9. OBJECTING TO THE SETTLEMENT If you are a Class Member, and if you think the proposed settlement is unfair, you have the right to object to the settlement. Objections must be in writing and must be filed with the Court and sent to Class Counsel and Honda s counsel at the addresses below: Clerk of the Court Class Counsel Honda s Counsel Clerk of the District Court Thomas T. Booth, Jr. Eric S. Mattson 101 W. Lombard St. Law Offices of Sidley Austin LLP Baltimore, MD Thomas T. Booth, Jr. One South Dearborn Street 129 W. Evesham Rd. Chicago, IL Voorhees, NJ Objections must be filed electronically or postmarked on or before, If you file an objection to the settlement, the objection must include: (1 the title of the case, Durm v. American Honda Finance Corp., Case No. 13-cv-223; (2 your name, address, and telephone number; (3 the approximate date when you leased your Honda vehicle; (4 all legal and factual reasons for any objection; and (5 copies of any documents you want the Court to consider. In addition, you must provide a list of all other objections submitted by you or your lawyer to any class action settlements in any court in the United States in the previous five years. If you and your lawyer have not objected to any other class action settlement in the United States in the previous five years, please say so state in the objection. 10. THE FAIRNESS HEARING The Court has scheduled a hearing for, 2015, at in the United States District Court, Courtroom 3A, 101 W. Lombard St., Baltimore, MD The hearing will address whether the proposed settlement is fair, reasonable, and adequate and whether the Court should approve it. You may attend the settlement hearing if you wish. If you intend to appear at the fairness hearing, you must file with the Court and send to all lawyers listed in section 9 above a notice of intention to appear at the hearing by the objection deadline. 11. WHO IS RESPONSIBLE FOR ATTORNEYS FEES? Subject to Court approval, Honda will pay up to $357,500 to Class Counsel in payment for their time, effort and expenses. This payment will not affect any benefits to be paid to the Settlement Class. 12. ADDITIONAL INFORMATION This notice is a summary of the lawsuit and the proposed settlement. You may inspect the pleadings and other papers (including the Settlement Agreement at the offices of the Clerk of the Court, 101 W. Lombard Street, Baltimore, MD You can also review the Settlement Agreement and related documents at.com. If you have any questions about the proposed settlement, contact Class Counsel at

31 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 31 of 39 the address listed above. DO NOT CONTACT THE COURT OR HONDA OR HONDA S COUNSEL FOR INFORMATION. Dated:, 2015 Hon. William D. Quarles, Jr. United States District Judge

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35 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 35 of 39 EXHIBIT C

36 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 36 of 39 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND BARRY DURM, JR., on behalf of himself and all others similarly situated, v. Plaintiff, AMERICAN HONDA FINANCE CORPORATION and HONDA LEASE TRUST, Defendants. Case No. 13-cv-223-WDQ [PROPOSED] FINAL JUDGMENT AND ORDER On, 2015, this Court entered an order granting preliminary approval (the Preliminary Approval Order of the Settlement Agreement and certifying, for settlement purposes only, a Settlement Class. On, 2015, the Court held a fairness hearing (the Fairness Hearing, for which members of the Settlement Class had been given appropriate notice. The Court gave an opportunity to be heard to everyone who asked to be heard in accordance with the Preliminary Approval Order. Having considered all papers filed in connection with the fairness hearing, including Plaintiff s petition for approval of the Class Counsel Payment and Incentive Award to Plaintiff, and statements made on the record, IT IS HEREBY ORDERED THAT: 1. This Court has jurisdiction over the Plaintiff, Honda, the Class Members, and the claims asserted in the Lawsuit.

37 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 37 of The Settlement Agreement has been entered into in good faith following arm slength negotiations and is non-collusive. 3. This Court grants final approval of the Settlement Agreement, including but not limited to the releases in it, and finds that it is fair, reasonable, adequate, and in the best interest of the Settlement Class. Any objections, timely or otherwise, have been considered and are overruled. Therefore, all members of the Settlement Class who have not opted out are bound by this Final Judgment and Order. The Released Claims of each Class Member are fully and finally released as against the Released Parties as set forth in the Settlement Agreement, and Class Members are forever barred and enjoined from prosecuting any Released Claims against the Released Parties. 4. The Class Notice (as described in paragraph 9 of the Settlement Agreement complies with the requirements of Federal Rule of Procedure 23 and due process, constitutes the best notice practicable under the circumstances, and is due and sufficient notice to everyone entitled to notice of the settlement of this lawsuit. Class Notice was given by first-class mail and publication notice to Class Members in accordance with the Settlement Agreement. 5. Class Members filed a total of objections. The Court has considered each of these objections and overrules them. None of these objections raise valid concerns about the Settlement Agreement. 6. A total of persons or entities have validly requested exclusion from the Settlement Class. A list of these persons or entities is attached as Exhibit A. 7. Honda shall distribute the relief to the Settlement Class as described in paragraph 3 of the Settlement Agreement. 2

38 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 38 of Honda shall pay the Class Counsel Payment of $ within 14 business days of the Effective Date. The Court finds this amount to be fair and reasonable and sufficiently supported. 9. Honda shall pay Plaintiff $ within 14 business days of the Effective Date. The Court finds that this payment is justified by Plaintiff s service to the Settlement Class. 10. Honda has filed documents with the Court to show its compliance with 28 U.S.C. 1715(b, which requires Honda to notify the Attorney General of the United States and the appropriate state official in each state where a Class Member resides of the proposed settlement. The Court finds that Honda has complied with this statute. 11. Honda shall administer the settlement in accordance with the terms of the Settlement Agreement. 12. The Lawsuit is dismissed with prejudice, without fees or costs except as expressly provided in the Settlement Agreement and in paragraphs 8 and 9 above. 13. This Final Judgment and Order, the Settlement Agreement, and all related papers are not and shall not be construed to be an admission by Honda of any liability or wrongdoing whatsoever, and shall not be offered as evidence of any such liability or wrongdoing in any proceeding. 14. If this Court s approval of the Settlement Agreement is reversed, vacated, or modified in any material respect by any court, the Settlement Agreement will be void, Plaintiff and Honda will be restored to their respective positions as of the date the Settlement Agreement was signed, any certification of the Settlement Class will be vacated, and the Lawsuit will proceed as though the Settlement Class had never been certified. If the Settlement Agreement 3

39 Case 1:13-cv WDQ Document 57-3 Filed 05/07/15 Page 39 of 39 does not receive full and final judicial approval, Honda retains the right to object to the propriety of class certification. IT IS SO ORDERED Dated: Hon. William D. Quarles, Jr. United States District Judge 4