Settlement Agreement

Case 2:23-cv-11736-GAD-KGA ECF No. 17-2, PageID.
300 Filed 06/20/24 Page 13 of 90
THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN
Master File No.:

2:23-cv-11736-GAD-KGA
IN RE HENRY FORD
HEALTH SYSTEM DATA Hon. Gershwin A. Drain
SECURITY LITIGATION
CLASS ACTION
CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE
This Class Action Settlement Agreement and Release, dated June 14, 2024, is made and
entered into by and among Plaintiffs, for themselves individually and on behalf of the Settlement
Class (as defined below), and Defendant Henry Ford Health System (“Henry Ford”). This
Settlement Agreement fully and finally resolves and settles all of Plaintiffs’ and the Settlement
Class’s Released Claims, upon and subject to the terms and conditions hereof, and subject to the
Court’s approval.
RECITALS
WHEREAS, on or around March 30, 2023, Henry Ford experienced a targeted

cybersecurity attack, which Henry Ford learned may have impacted Personal Information on or
around May 16, 2023 (the “Data Security Incident”).
WHEREAS, during the period of the Data Security Incident, an unauthorized third party
may have gained access to the names, genders, dates of birth, ages, lab results, procedure types,
diagnoses, dates of service, telephone numbers, medical record numbers and/or internal tracking
numbers (collectively, “Personal Information”) of approximately 168,000 individuals.
WHEREAS, Henry Ford began notifying impacted individuals about the Data Security
Incident on or around July 14, 2023.
WHEREAS, the initial complaint arising out of the Data Security Incident was filed in the
United States District Court for the Eastern District of Michigan on July 19, 2023.
WHEREAS, after additional complaints arising out of the Data Security Incident were
filed in the ensuing weeks, counsel for Plaintiffs conferred and, on August 11, 2023, submitted a
Joint Motion to Consolidate cases.
WHEREAS, on September 13, 2023, Plaintiffs’ Joint Motion to Consolidate was granted
and a schedule was set for the filing of a single amended complaint.
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Case 2:23-cv-11736-GAD-KGA ECF No. 17-2, PageID.301 Filed 06/20/24 Page 14 of 90
WHEREAS, Plaintiffs filed a Consolidated Amended Complaint (United States District

Court for the Eastern District of Michigan, Case No. 2:23-cv-11736-GAD-KGA) on October 13,
2023.
WHEREAS, the Parties soon thereafter agreed to mediate the case.
WHEREAS, the Court thereafter extended the due date for Henry Ford’s response to the
Consolidated Amended Complaint on three occasions.
WHEREAS, in preparation for the scheduled mediation, the Parties disclosed their
respective views of the litigation, including with respect to the merits, class certification and
settlement, to each other and the mediator.
WHEREAS, on February 8, 2024, the Parties engaged in a mediation session before

mediator Bennett G. Picker. The mediation assisted the Parties in resolving their outstanding
differences, and ultimately led to an agreement in principle to settle this matter on or around March
18, 2024. In the weeks that followed that agreement, the Parties were able to finalize all the terms
of this Settlement Agreement.
WHEREAS, pursuant to the terms set forth below, this Agreement resolves all actual and
potential claims, actions, and proceedings as set forth in the release contained herein, by and on
behalf of members of the Settlement Class defined herein, but excludes the claims of all Class
Members who opt out from the Settlement Class pursuant to the terms and conditions herein.
WHEREAS, Proposed Settlement Class Counsel (“Class Counsel”), on behalf of Plaintiffs

and the Settlement Class, have thoroughly examined the law and facts relating to the matters at
issue in the Action, Plaintiffs’ claims, and Henry Ford’s potential defenses, including conducting
independent investigation and informal discovery, conferring with defense counsel through the
settlement negotiation process, as well as conducting an assessment of the merits of expected
arguments and defenses throughout the litigation, including on a motion for class certification.
Based on a thorough analysis of the facts and the law applicable to Plaintiffs’ claims in the Action,
and taking into account the burden, expense, and delay of continued litigation, including the risks
and uncertainties associated with litigating class certification and other defenses Henry Ford may
assert, a protracted trial and appeal(s), as well as the opportunity for a fair, cost-effective, and
assured method of resolving the claims of the Settlement Class, Plaintiffs and Class Counsel
believe that resolution is an appropriate and reasonable means of ensuring that the Class is afforded
important benefits expediently. Plaintiffs and Class Counsel have also considered the uncertain
outcome and the risk of continued litigation, as well as the difficulties and delays inherent in such
litigation.
WHEREAS, Plaintiffs and Class Counsel believe that the terms set forth in this Settlement
Agreement confer substantial benefits upon the Settlement Class and have determined that they
are fair, reasonable, adequate, and in the best interests of the Settlement Class.
WHEREAS, Henry Ford has similarly concluded that this Agreement is desirable in order
to avoid the time, risk, and expense of defending protracted litigation, and to resolve finally and
completely the claims of Plaintiffs and the Settlement Class.
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WHEREAS, this Agreement, whether or not consummated, and any actions or

proceedings taken pursuant to this Agreement, are for settlement purposes only, and Henry Ford
specifically denies any and all wrongdoing and has agreed to settle this matter to avoid protracted
litigation. The existence of, terms in, and any action taken under or in connection with this
Agreement shall not constitute, be construed as, or be admissible in evidence as, any admission by
Henry Ford of (i) the validity of any claim, defense, or fact asserted in the Action or any other
pending or future action, or (ii) any wrongdoing, fault, violation of law, or liability of any kind on
the part of the Parties.
WHEREAS, the foregoing Recitals are true and correct and are hereby fully incorporated
in, and made a part of, this Agreement.
NOW, THEREFORE, in consideration of the promises, covenants, and agreements herein

described and for other good and valuable consideration acknowledged by each of them to be
satisfactory and adequate, and intending to be legally bound, the Parties do hereby mutually agree,
as follows:
1. DEFINITIONS
As used in this Agreement, the following terms shall be defined as follows:
1.1 “Action” means the consolidated class action captioned In re Henry Ford Health
System Data Security Litigation, No. 2:23-cv-11736-GAD-KGA, filed on October
13, 2023 in the United States District Court for the Eastern District of Michigan.
1.2 “Administrative Expenses” means all charges and expenses incurred by the
Settlement Administrator in the administration of this Settlement, including,
without limitation, all expenses and costs associated with claims administration, the
Notice Plan and providing Notice to the Settlement Class. Administrative Expenses
also include all reasonable third-party fees and expenses incurred by the Settlement
Administrator in administering the terms of this Agreement.
1.3 “Agreement” or “Settlement Agreement” means this Class Action Settlement

Agreement and Release. The terms of the Settlement Agreement are set forth herein
including the exhibits hereto.
1.4 “Approved Claim(s)” means a claim as evidenced by a Claim Form submitted by a

Class Member that (a) is timely and submitted in accordance with the directions on
the Claim Form and the terms of this Agreement; (b) is physically signed or
electronically verified by the Class Member; (c) satisfies the conditions of
eligibility for a Settlement Benefit as set forth herein; and (d) has been approved by
the Settlement Administrator.
1.5 “Business Days” means Monday, Tuesday, Wednesday, Thursday, and Friday,
excluding holidays observed by the federal government.
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1.6 “CAFA Notice” means the notice to be disseminated to appropriate federal and
state officials pursuant to the requirements of 28 U.S.C. § 1715(b) and in
accordance with Section 5.2 of this Agreement.
1.7 “Claimant” means a Class Member who submits a Claim Form for a Settlement
Payment.
1.8 “Claim Form” means the form attached hereto as Exhibit A, as approved by the
Court. The Claim Form must be submitted physically (via U.S. Mail) or
electronically (via the Settlement Website) by Class Members who wish to file a
claim for their given share of the Settlement Benefits pursuant to the terms and
conditions of this Agreement. The Claim Form shall be available for download
from the Settlement Website. The Settlement Administrator shall mail a Claim
Form, in hardcopy form, to any Class Member who so requests.
1.9 “Claims Deadline” means the date by which all Claim Forms must be received to
be considered timely and shall be set as the date ninety (90) days after the Notice
Date. The Claims Deadline shall be clearly set forth in the Long Form Notice, the
Summary Notice, the Claim Form, and the Court’s order granting Preliminary
Approval.
1.10 “Claims Period” means the period of time during which Class Members may submit
Claim Forms to receive their given share of the Settlement Benefits and shall
commence on the Notice Date and shall end on the date ninety (90) days thereafter.
1.11 “Class Counsel” means The Miller Law Firm, P.C.
1.12 “Class Member” means a member of the Settlement Class.
1.13 “Class Representatives” and “Plaintiffs” means Briana Tabbs, Latricia Pelt, Brandi
McKenzie, and David King.
1.14 “Court” means the United States District Court for the Eastern District of Michigan.
1.15 “Data Security Incident” refers to the unauthorized access on or around March 30,
2023, that occurred as a result of a targeted cybersecurity attack, which Henry Ford
learned on or around May 16, 2023, may have impacted Personal Information,
which Henry Ford disclosed publicly on or around July 14, 2023, and is the subject
of the Action.
1.16 “Documented Loss” refers to monetary losses incurred by a Class Member and
supported by Reasonable Documentation for attempting to remedy or remedying
issues that are more likely than not a result of the Data Security Incident, as further
described below. Documented Loss must be supported by Reasonable
Documentation that a Class Member actually incurred unreimbursed losses and
consequential expenses that are more likely than not traceable to the Data Security
Incident and incurred between March 30, 2023 and the Claims Deadline.
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1.17 “Effective Date” means the date upon which the Settlement contemplated by this
Agreement shall become effective as set forth in Section 10.1 below.
1.18 “Entity” means any person, corporation, partnership, limited liability company,
association, trust, agency, or other organization of any type.
1.19 “Fee Award and Costs” means the amount of attorneys’ fees and reimbursement of
reasonable litigation costs and expenses awarded by the Court to Class Counsel, to
be paid from the Settlement Fund.
1.20 “Final Approval Order” means the order to be entered by the Court after the Final
Approval Hearing, which approves the Settlement Agreement. A proposed Final
Approval Order will be prepared by the parties and submitted contemporaneously
with Plaintiffs’ Motion for Final Approval of Settlement.
1.21 “Final Approval Hearing” means the hearing to be conducted by the Court to
determine the fairness, adequacy, and reasonableness of the Settlement pursuant to
the Federal Rules of Civil Procedure and whether to issue the Final Approval Order
and Judgment.
1.22 “Henry Ford’s Counsel” or references to counsel for Henry Ford means attorney
Michelle R. Gomez and other attorneys at the law firm Baker & Hostetler LLP.
1.23 “Henry Ford” or “Defendant” means Defendant Henry Ford Health System and its
current and former affiliates, parents, subsidiaries, and successors.
1.24 “Judgment” means the judgment to be entered by the Court.
1.25 “Long Form Notice” means the long form notice of settlement substantially in the
form attached hereto as Exhibit B.
1.26 “Net Settlement Fund” means the amount of funds that remain in the Settlement
Fund after funds are paid from or allocated for payment from the Settlement Fund
for the following: (i) reasonable Administrative Expenses incurred pursuant to this
Settlement Agreement, (ii) Service Awards approved by the Court, (iii) any
amounts approved by the Court for the Fee Award and Costs, and (iv) applicable
taxes, if any.
1.27 “Notice” means notice of the proposed class action settlement to be provided to
Class Members pursuant to the Notice Plan approved by the Court in connection
with preliminary approval of the Settlement. The Notice shall consist of the
Summary Notice, the Long Form Notice, and the Settlement Website and toll-free
telephone line.
1.28 “Notice Date” means the date upon which Settlement Class Notice is initially
disseminated to the Settlement Class by the Settlement Administrator, which shall
be no later than thirty-five (35) days after entry of the Preliminary Approval Order.
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1.29 “Notice Plan” means the settlement notice program, as approved by the Court,
developed by the Settlement Administrator and described in this Agreement for
disseminating Notice to the Class Members of the terms of this Agreement and the
Final Approval Hearing.
1.30 “Objection Deadline” means the date by which Class Members must file and
postmark required copies of any written objections, pursuant to the terms and
conditions herein, to this Settlement Agreement and to any application and motion
for (i) the Fee Award and Costs, and (ii) the Service Awards, which shall be sixty
(60) days following the Notice Date.
1.31 “Opt-Out Period” means the period in which a Class Member may submit a Request
for Exclusion, pursuant to the terms and conditions herein, which shall expire sixty
(60) days following the Notice Date. The deadline for filing a Request for Exclusion
will be clearly set forth in the Settlement Class Notice.
1.32 “Parties” means the Plaintiffs and Defendant Henry Ford.
1.33 “Personal Information” means information potentially accessed, viewed, and/or

obtained as a result of the Data Security Incident, including names, genders, dates
of birth, ages, lab results, procedure types, diagnoses, dates of service, telephone
numbers, medical record numbers and/or internal tracking numbers, and any other
types of personally identifiable information collected or maintained by Henry Ford
leading to notification regarding the Data Security Incident.
1.34 “Preliminary Approval Order” means an order by the Court that preliminarily
approves the Settlement (including, but not limited to, the forms and procedure for
providing Notice to the Settlement Class), permits Notice to the proposed
Settlement Class, establishes a procedure for Class Members to object to or opt out
of the Settlement, and sets a date for the Final Approval Hearing, without material
change to the Parties’ agreed-upon proposed preliminary approval order attached
hereto as Exhibit C.
1.35 “Reasonable Documentation” means documentation supporting a claim for

Documented Loss including, but not limited to, credit card statements, bank
statements, invoices, police reports, telephone records, and receipts. Documented
Loss costs cannot be documented solely by a personal certification, declaration, or
affidavit from the Claimant; a Class Member must provide supporting
documentation.
1.36 “Released Claims” means any claim, liability, right, demand, suit, obligation,
damage, including consequential damage, loss or cost, punitive damage, attorneys’
fees, costs, and expenses, action or cause of action, of every kind or description—
whether known or Unknown (as the term “Unknown Claims” is defined herein),
suspected or unsuspected, asserted or unasserted, liquidated or unliquidated, legal,
statutory, or equitable—that was or could have been asserted on behalf of the
Settlement Class in the Action related to or arising from the Data Security Incident
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regardless of whether the claims or causes of action are based on federal, state, or
local law, statute, ordinance, regulation, contract, common law, or any other source,
and regardless of whether they are foreseen or unforeseen, suspected or
unsuspected, or fixed or contingent, arising out of, or related or connected in any
way with the claims or causes of action of every kind and description that were
brought, alleged, argued, raised or asserted in any pleading or court filing in the
Action.
1.37 “Released Parties” means Defendant and its respective predecessors, successors,
assigns, parents, subsidiaries, divisions, affiliates, departments, and any and all of
its past, present, and future officers, directors, employees, equity holders,
stockholders, partners, servants, agents, successors, attorneys, representatives,
insurers, reinsurers, subrogees and assigns of any of the foregoing. Each of the
Released Parties may be referred to individually as a “Released Party.”
1.38 “Request for Exclusion” is the written communication by a Class Member in which
he or she requests to be excluded from the Settlement Class pursuant to the terms
of the Agreement.
1.39 “Service Awards” means the amount awarded by the Court and paid to the Class
Representatives in recognition of their role in this litigation, as set forth in Section
8 below.
1.40 “Settlement” means this settlement of the Action by and between the Parties, and
the terms thereof as stated in this Settlement Agreement.
1.41 “Settlement Administrator” means RG2 Claims Administration LLC (“RG2”), the
third-party class action settlement administrator selected by the Parties subject to
the approval of the Court. Under the supervision of Class Counsel, the Settlement
Administrator shall oversee and implement the Notice Plan and receive and process
any Claim Forms and Requests for Exclusion from the Class. Class Counsel and
Henry Ford may, by agreement, substitute a different Settlement Administrator,
subject to Court approval.
1.42 “Settlement Benefit(s)” means any Settlement Payment, the Credit Monitoring and
Insurance Services, the Documented Loss Payments, the Cash Fund Payments, the
Prospective Relief set forth in Section 2 herein, and any other benefits Class
Members receive pursuant to this Agreement, including non-monetary benefits and
relief, the Fee Award and Costs, and Administrative Expenses.
1.43 “Settlement Class” and “Class” means all natural persons residing in the United
States who were mailed written notification by Henry Ford that their Personal
Information was potentially accessed, viewed, and/or obtained as a result of the
Data Security Incident which occurred on or about March 30, 2023. Excluded from
the Settlement Class are: (1) the Judges presiding over the Action and members of
their immediate families and their staff; (2) Henry Ford, its subsidiaries, parent
companies, successors, predecessors, and any entity in which Henry Ford or its
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parents, have a controlling interest, and its current or former officers and directors;
(3) natural persons who properly execute and submit a Request for Exclusion prior
to the expiration of the Opt-Out Period; and (4) the successors or assigns of any
such excluded natural person.
1.44 “Settlement Fund” means the sum of seven hundred thousand dollars and no cents
($700,000.00), to be paid by Henry Ford, as specified in Section 3.1 of this
Agreement.
1.45 “Settlement Payment” means any payment to be made to any Class Member on
Approved Claims pursuant to Section 3.2 herein.
1.46 “Settlement Website” means the Internet website to be created, launched, and
maintained by the Settlement Administrator, and which allows for the electronic
submission of Claim Forms and Requests for Exclusion, and provides access to
relevant case documents including the Settlement Class Notice, information about
the submission of Claim Forms, and other relevant documents, including
downloadable Claim Forms.
1.47 “Summary Notice” means the summary notice of the proposed Settlement herein,
substantially in the form attached hereto as Exhibit D.
1.48 “Taxes” means all federal, state, or local taxes of any kind on any income earned
by the Settlement Fund and the expenses and costs incurred in connection with the
taxation of the Settlement Fund (including, without limitation, interest, penalties
and the reasonable expenses of tax attorneys and accountants). All (i) Taxes
(including any estimated Taxes, interest or penalties) arising with respect to the
income earned by the Settlement Fund, including any Taxes or tax detriments that
may be imposed upon the Released Parties or their counsel with respect to any
income earned by the Settlement Fund for any period during which the Settlement
Fund does not qualify as a “qualified settlement fund” for federal or state income
tax purposes, and (ii) expenses and costs incurred in connection with the operation
and implementation of this Agreement (including, without limitation, expenses of
tax attorneys and/or accountants and mailing and distribution costs and expenses
relating to filing (or failing to file) the returns described in this Agreement (“Tax
Expenses”), shall be paid out of the Settlement Fund. Further, Taxes and Tax
Expenses shall be treated as, and considered to be, an Administration Expense and
shall be timely paid by the Settlement Administrator, out of the Settlement Fund,
without prior order from the Court and the Settlement Administrator shall be
authorized (notwithstanding anything herein to the contrary) to withhold from
distribution to Class Members with Approved Claims any funds necessary to pay
such amounts, including the establishment of adequate reserves for any Taxes and
Tax Expenses (as well as any amounts that may be required to be withheld under
Treasury Regulation § 1.468B-2(l)(2)). The Parties hereto agree to cooperate with
the Settlement Administrator, each other, and their tax attorneys and accountants to
the extent reasonably necessary to carry out the provisions of this Agreement. For
the purpose of Section 468B of the Internal Revenue Code of 1986, as amended,
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and the regulations promulgated thereunder, the Settlement Administrator shall be

the “administrator.” The Settlement Administrator shall timely and properly file or
cause to be filed all informational and other tax returns necessary or advisable with
respect to the Settlement Fund and the escrow account (including, without
limitation, the returns described in Treasury Regulation § 1.468B-2(k)). Such
returns (as well as the election described in this Agreement) shall be consistent with
this Section and in all events shall reflect that all Taxes (including any estimated
Taxes, interest or penalties) on the income earned by the Settlement Fund shall be
paid out of the Settlement Fund as provided in this Agreement.
1.49 “Unknown Claims” means any and all Released Claims that Henry Ford or any
Class Representative or Class Member does not know or suspect to exist in his, her,
or its favor as of the Effective Date and which, if known by him, her, or it, might
have materially affected his, her, or its decision(s) with respect to the Settlement.
Class Representatives and Class Counsel acknowledge, and each Class Member by
operation of law shall be deemed to have acknowledged, that the inclusion of
“Unknown Claims” in the definition of Released Claims was separately bargained
for and was a key element of the Settlement Agreement.
2. SECURITY COMMITMENTS; PROSPECTIVE RELIEF
2.1 Henry Ford agrees to adopt, continue, and/or implement various data and
information security measures, at its expense, which are designed to strengthen
Henry Ford’s data and information security. The Parties have agreed that Henry
Ford will implement such measures for at least two years from the Effective Date
of this Agreement.
2.2 Upon request, Henry Ford will provide Class Counsel with sufficient information
to confirm that the data and information security measures set forth in Section 2.1
have been or will be implemented, including through a confirmatory discovery or
a confidential declaration regarding the measures that Henry Ford has taken or will
take in accordance with this Agreement.
3. SETTLEMENT FUND / MONETARY PAYMENT / BENEFITS DETAILS
3.1 Henry Ford agrees to make or cause to be made a payment of seven hundred
thousand dollars and no cents ($700,000.00).
Henry Ford agrees to create the Settlement Fund within thirty (30) days after the
later of (a) entry of the Preliminary Approval Order, which shall include an order
establishing the Settlement Fund pursuant to Treasury Regulation § 1.468B-1(c)(1),
or (b) receipt from the Settlement Administrator of detailed wire instructions and a
completed W-9 form, by making or causing to be made a deposit of seven hundred
thousand dollars and no cents ($700,000.00) into an interest-bearing bank escrow
account established and administered by the Settlement Administrator (the “Escrow
Account”). The interest-bearing Escrow Account shall be held in a Qualified
Settlement Fund (defined below) at a commercial bank with excess capital
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exceeding one billion United States dollars and zero cents ($1,000,000,000.00),
with a rating of “A” or higher by S&P, and in an account that is fully insured by
the United States Government or the FDIC. The Settlement Fund will be used to
pay Approved Claims, Administrative Expenses (to be agreed upon by the Parties),
the Fee Award and Costs, and Service Awards. For the avoidance of doubt, and for
purposes of this Settlement Agreement only, Henry Ford’s liability shall not exceed
seven hundred thousand dollars and no cents ($700,000.00).
(a) All interest on the funds in the Escrow Account shall accrue to the benefit
of the Settlement Class. Any interest shall not be subject to withholding and
shall, if required, be reported appropriately to the Internal Revenue Service
by the Settlement Administrator. The Administrator is responsible for the
payment of all Taxes.
(b) The funds in the Escrow Account shall be deemed a “qualified settlement
fund” within the meaning of Treasury Regulation § 1.468B-1 at all times
after the creation of the Escrow Account. All Taxes shall be paid out of the
Escrow Account. Defendant, Defendant’s Counsel, Plaintiffs, and Class
Counsel shall have no liability or responsibility for any of the Taxes. The
Escrow Account shall indemnify and hold Defendant, Defendant’s Counsel,
Plaintiffs, and Class Counsel harmless for all Taxes (including, without
limitation, Taxes payable by reason of any such indemnification). For the
purpose of the Internal Revenue Code and the Treasury regulations
thereunder, the Settlement Administrator shall be designated as the
“administrator” of the Settlement Fund. The Settlement Administrator shall
timely and properly file all informational and other tax returns necessary or
advisable with respect to the Settlement Fund (including, without limitation,
the returns described in Treasury Regulation § 1.468B-2(k)). Such returns
(as well as the election described in the previous paragraph) shall be
consistent with this paragraph and in all events shall reflect that all taxes
(including the Taxes, any estimated Taxes, interest, or penalties) on the
income earned by the Settlement Fund shall be paid out of the Settlement
Fund as provided herein.
(c) The Settlement Administrator shall maintain control over the Settlement
Fund and shall be responsible for all disbursements. The Settlement
Administrator shall not disburse any portion of the Settlement Fund except
as provided in this Agreement and with the written agreement of Class
Counsel and Defendant’s Counsel or by order of the Court. All funds held
by the Settlement Administrator shall be deemed and considered to be in
custodia legis of the Court, and shall remain subject to the jurisdiction of
the Court, until such time as such funds shall be distributed pursuant to this
Agreement or further order of the Court.
3.2 Settlement Payments: Each Class Member may qualify and submit a claim for two
years of Credit Monitoring and Insurance Services (“CMIS”) to be provided by a
vendor agreed upon by the Parties. The CMIS benefit will provide one credit bureau
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monitoring services and one million dollars ($1,000,000.00) in identity theft

insurance. Individuals who obtained CMIS services from another provider as a
result of the Data Security Incident will be permitted to postpone activation of their
CMIS settlement benefit for up to 12 months.
In addition to CMIS, each Class Member may qualify and submit a claim for one
of the following:
(a) Reimbursement for Actual Out-of-Pocket Losses (“Documented Loss

Payment”). Class Members may submit a claim for a Settlement Payment
of up to $2,500.00 (two thousand five hundred dollars) for reimbursement
in the form of a Documented Loss Payment. (The total aggregate payments
for such claims may not exceed $25,000.00 (twenty-five thousand dollars).
In the event that the value of such claims exceeds $25,000.00, all such
claims shall be paid on a pro rata basis, subject to the terms of Section 3.7
below.
To receive a Documented Loss Payment, a Class Member electing this

option must submit to the Settlement Administrator the following: (i) a valid
Claim Form electing to receive the Documented Loss Payment benefit; (ii)
an attestation regarding any actual and unreimbursed Documented Loss
made under penalty of perjury; and (iii) Reasonable Documentation that
demonstrates the Documented Loss to be reimbursed pursuant to the terms
of the Settlement. If a Class Member does not submit Reasonable
Documentation supporting a Documented Loss Payment claim, or if a Class
Member’s claim for a Documented Loss Payment is rejected by the
Settlement Administrator for any reason, and the Class Member fails to cure
his or her claim, the claim will be rejected and the Class Member’s claim
will instead be automatically placed into the Cash Fund Payment category
below.
(b) Cash Fund Payment. In the alternative to the Documented Loss Payment,
Class Members may submit a claim to receive a pro rata Settlement
Payment in cash (“Cash Fund Payment”). The amount of the Cash Fund
Payment will be calculated in accordance with Section 3.7 below. Class
Members who submit a Claim for a Cash Fund Payment will not be entitled
to select a Document Loss Payment.
To receive a Cash Fund Payment, a Class Member electing this option must
submit to the Settlement Administrator a valid Claim Form electing to
receive the Cash Fund Payment.
3.3 Settlement Payment Methods. Class Members will be provided the option to
receive any Settlement Payment due to them pursuant to the terms of this
Agreement via various digital methods. In the event that Class Members do not
exercise this option with the Settlement Administrator, they will receive their
Settlement Payment via a physical check sent to them by U.S. Mail.
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3.4 Deadline to File Claims. Claim Forms must be received postmarked or

electronically within ninety (90) days after the Notice Date.
3.5 The Settlement Administrator. The Settlement Administrator shall have the
authority to determine whether a Claim Form is valid, timely, and complete. To the
extent the Settlement Administrator determines a claim is deficient for a reason
other than late posting, within a reasonable amount of time, the Settlement
Administrator shall notify the Claimant (with a copy to Class Counsel) of the
deficiencies and notify the Claimant that he or she shall have thirty (30) days to
cure the deficiencies and re-submit the claim. No notification is required for late-
posted claims. The Settlement Administrator shall exercise reasonable discretion to
determine whether the Claimant has cured the deficient claim. If the Claimant fails
to cure the deficiency, the claim shall stand as denied, and the Class Member shall
be so notified if practicable.
3.6 Timing of Settlement Benefits. Within ninety (90) days after: (i) the Effective Date;
or (ii) all Claim Forms have been processed subject to the terms and conditions of
this Agreement, whichever date is later, the Settlement Administrator shall cause
funds to be distributed to each Class Member who is entitled to funds based on the
selection made on their Claim Form.
3.7 Distribution of Settlement Payments: The Settlement is designed to exhaust the

Settlement Fund. The Settlement Fund shall be used to make payments for the
following: (i) Administrative Expenses, (ii) Fee Award and Costs, (iii) Service
Award, and (iv) taxes. The remaining amount is the Net Settlement Fund. The
Settlement Administrator will first apply the Net Settlement Fund to pay for CMIS
claimed by Class Members. If Net Settlement Funds remain after paying for the
CMIS, the Settlement Administrator will next use it to pay valid claims for
Documented Loss Payments. The amount of the Net Settlement Fund remaining
after all Documented Loss Payments are applied and the payments for the CMIS
are made shall be referred to as the “Post CM/DL Net Settlement Fund.” The
Settlement Administrator shall then utilize the Post CM/DL Net Settlement Fund
to make all Cash Fund Payments pursuant to Section 3.2(c) herein. The amount of
each Cash Fund Payment shall be calculated by dividing the Post CM/DL Net
Settlement Fund by the number of valid claims submitted for Cash Fund Payments.
In the event the Net Settlement Fund is insufficient to cover the payment for the
CMIS claimed by Class Members, the duration of the CMIS coverage will be
reduced to exhaust the fund. In such an event, no Net Settlement Funds will be
distributed to Claimants for Approved Claims for Documented Loss Payments or
for Cash Fund Payments. In the event that the aggregate amount of all Documented
Loss Payments and payments for the CMIS exceeds the total amount of the Net
Settlement Fund, then the value of the Documented Loss Payment to be paid to
each Class Member shall be reduced, on a pro rata basis, such that the aggregate
value of all Documented Loss Payments and payments due for CMIS does not
exceed the Net Settlement Fund. In such an event, no Net Settlement Funds will be
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distributed to Claimants with Approved Claims for Cash Fund Payments. All such
determinations shall be performed by the Settlement Administrator.
3.8 Deadline to Deposit or Cash Physical Checks. Class Members with Approved
Claims who receive a Documented Loss Payment or a Cash Fund Payment, by
physical check, shall have sixty (60) days following distribution to deposit or cash
their benefit check.
3.9 Residual Funds. The Settlement is designed to exhaust the Settlement Fund. To the
extent any monies remain in the Net Settlement Fund more than 120 days after the
initial distribution of all Settlement Payments to the Class Members, a subsequent
Settlement Payment will be evenly made to all Class Members with approved
claims for Cash Fund Payments who cashed or deposited the initial payment they
received, provided that the average payment amount is equal to or greater than three
dollars and no cents ($3.00). The distribution of this remaining Net Settlement Fund
shall continue until the average payment in a distribution is less than three dollars
($3.00), whereupon the amount remaining in the Net Settlement Fund, if any, shall
be distributed by mutual agreement of the Parties to a Court-approved non-profit
recipient. Should it become necessary to distribute any remaining amount of the
Net Settlement Fund to a Court-approved non-profit recipient, the Parties shall
petition the Court for permission to do so, providing the Court with details
regarding the activities of the proposed non-profit recipient.
3.10 Returned Payments. For any Settlement Payment returned to the Settlement
Administrator as undeliverable (including, but not limited to, when the intended
recipient is no longer located at the address), the Settlement Administrator shall
make one additional effort to make any digital payments and engage in reasonable
efforts to find a valid address (in the case of physical checks) and resend the
Settlement Payment within thirty (30) days after the physical check is returned to
the Settlement Administrator as undeliverable. The Settlement Administrator shall
make one attempt to repay or resend a Settlement Payment.
3.11 Residue of Settlement Fund. No portion of the Settlement Fund shall ever revert or
be repaid to Henry Ford and/or its insurers after the Effective Date.
3.12 Custody of Settlement Fund. The Settlement Fund shall be deposited into the
Escrow Account but shall remain subject to the jurisdiction of the Court until such
time as the entirety of the Settlement Fund is distributed pursuant to this Settlement
Agreement or returned to those who paid the Settlement Fund in the event this
Settlement Agreement is voided, terminated, or cancelled. In the event this
Settlement Agreement is voided, terminated, or cancelled due to lack of approval
from the Court or any other reason, any amounts remaining in the Settlement Fund
after payment of all Administrative Expenses incurred in accordance with the terms
and conditions of this Agreement, including all interest earned on the Settlement
Fund net of any Taxes, shall be returned to Henry Ford and/or its insurer, and no
other person or entity shall have any further claim whatsoever to such amounts.
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3.13 Non-Reversionary. This is a non-reversionary settlement. As of the Effective Date,

all rights of Henry Ford and/or its insurer in or to the Settlement Fund shall be
extinguished, except in the event this Settlement Agreement is voided, cancelled,
or terminated, as set forth herein. In the event the Effective Date occurs, no portion
of the Settlement Fund shall be returned to Henry Ford and/or its insurers.
3.14 Use of the Settlement Fund. As further described in this Agreement, the Settlement
Administrator shall use the Settlement Fund to pay for: (i) all Administrative
Expenses; (ii) any Taxes; (iii) any Service Awards; (iv) any Fee Award and Costs;
and (v) the Settlement Payments and/or Settlement Benefits, pursuant to the terms
and conditions of this Agreement.
3.15 Payment/Withdrawal Authorization. No amounts from the Settlement Fund may be

withdrawn unless (i) expressly authorized by the Settlement Agreement or (ii)
approved by the Court. The Parties, by agreement, may authorize the periodic
payment of actual reasonable Administrative Expenses from the Settlement Fund
as such expenses are invoiced without further order of the Court. The Settlement
Administrator shall provide Class Counsel and Henry Ford with notice of any
withdrawal or other payment the Settlement Administrator proposes to make from
the Settlement Fund before the Effective Date at least seven (7) Business Days prior
to making such withdrawal or payment.
3.16 Payments to Class Members. The Settlement Administrator, subject to such

supervision and direction of the Court and/or Class Counsel as may be necessary
or as circumstances may require, shall administer and/or oversee distribution of the
Settlement Fund to Class Members pursuant to this Agreement.
3.17 Taxes. All Taxes relating to the Settlement Fund shall be paid out of the Settlement
Fund, shall be considered an Administrative Expense, and shall be timely paid by
the Settlement Administrator without prior order of the Court. Further, the
Settlement Fund shall indemnify and hold harmless the Parties and their counsel
for Taxes (including, without limitation, taxes payable by reason of any such
indemnification payments). The Parties and their respective counsel have made no
representation or warranty with respect to the tax treatment by any Class
Representative or any Class Member of any payment or transfer made pursuant to
this Agreement or derived from or made pursuant to the Settlement Fund. Taxes do
not include any federal, state, or local tax owed by any Claimant, Class
Representative, or Class Member as a result of any benefit or payment received as
a result of the Settlement. Each Claimant, Class Representative, and Class Member
shall be solely responsible for the federal, state, and local tax consequences to him,
her, or it of the receipt of funds from the Settlement Fund pursuant to this
Agreement.
3.18 Limitation of Liability.
(a) Henry Ford and its Counsel shall not have any responsibility for or liability
whatsoever with respect to (i) any act, omission or determination of Class
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4854-6565-2935.1
Counsel, the Settlement Administrator, or any of their respective designees

or agents, in connection with the administration of the Settlement or
otherwise; (ii) the management, investment or distribution of the Settlement
Fund; (iii) the formulation, design, or terms of the disbursement of the
Settlement Fund; (iv) the determination, administration, calculation, or
payment of any claims asserted against the Settlement Fund; (v) any losses
suffered by, or fluctuations in the value of the Settlement Fund; or (vi) the
payment or withholding of any Taxes, expenses, and/or costs incurred in
connection with the taxation of the Settlement Fund or the filing of any
returns.
(b) Class Representatives and Class Counsel shall not have any liability
whatsoever with respect to (i) any act, omission, or determination of the
Settlement Administrator, or any of their respective designees or agents, in
connection with the administration of the Settlement or otherwise; (ii) the
management, investment, or distribution of the Settlement Fund; (iii) the
formulation, design, or terms of the disbursement of the Settlement Fund;
(iv) the determination, administration, calculation, or payment of any claims
asserted against the Settlement Fund; (v) any losses suffered by or
fluctuations in the value of the Settlement Fund; or (vi) the payment or
withholding of any Taxes, expenses, and/or costs incurred in connection
with the taxation of the Settlement Fund or the filing of any returns.
(c) The Settlement Administrator shall indemnify and hold Class Counsel, the
Settlement Class, Class Representatives, and Henry Ford, and Henry Ford’s
Counsel harmless for (i) any act or omission or determination of the
Settlement Administrator, or any of the Settlement Administrator’s
designees or agents, in connection with the Notice Plan and the
administration of the Settlement; (ii) the management, investment, or
distribution of the Settlement Fund; (iii) the formulation, design, or terms
of the disbursement of the Settlement Fund; (iv) the determination,
administration, calculation, or payment of any claims asserted against the
Settlement Fund; (v) any losses suffered by, or fluctuations in the value of
the Settlement Fund; or (vi) the payment or withholding of any Taxes,
expenses, and/or costs incurred in connection with the taxation of the
Settlement Fund or the filing of any returns.
4. RELEASE
4.1 Upon the Effective Date, and in consideration of the Settlement Benefits described
herein, the Class Representatives and all Class Members on behalf of themselves,
their heirs, assigns, executors, administrators, predecessors, and successors, and
any other person purporting to claim on their behalf, release and discharge all
Released Claims, including Unknown Claims, against each of the Released Parties
and agree to refrain from instituting, directing or maintaining any lawsuit, contested
matter, adversary proceeding, or miscellaneous proceeding against each of the
Released Parties that relates to the Data Security Incident or otherwise arises out of
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4854-6565-2935.1
the same facts and circumstances set forth in the class action complaint in this
Action. This Settlement releases claims against only the Released Parties. This
Settlement does not release, and it is not the intention of the Parties to this
Settlement to release, any claims against any third party. Nor does this Release
apply to any Class Member who timely excludes himself or herself from the
Settlement.
4.2 The Parties understand that if the facts upon which this Agreement is based are
found hereafter to be different from the facts now believed to be true, each Party
expressly assumes that risk of such possible difference in facts and agrees that this
Agreement shall remain effective notwithstanding such difference in facts. The
Parties agree that in entering this Agreement, it is understood and agreed that each
Party relies wholly upon its own judgment, belief, and knowledge and that each
Party does not rely on inducements, promises, or representations made by anyone
other than those embodied herein.
5. REQUIRED EVENTS AND COOPERATION BY PARTIES
5.1 Preliminary Approval. Class Counsel shall submit this Agreement to the Court and
shall promptly move the Court to enter the Preliminary Approval Order, in the form
attached as Exhibit C.
5.2 CAFA Notice. Within ten (10) days after Plaintiffs file the motion for preliminary
approval of the Settlement with the Court, Defendant (through the Settlement
Administrator) shall cause to be served the notice required by the Class Action
Fairness Act of 2005, 28 U.S.C. § 1715. The Settlement Administrator shall also
provide copies of the CAFA Notice to Class Counsel. All costs and expenses in
connection with CAFA Notice will be paid from the Settlement Fund.
5.3 Cooperation. The Parties shall, in good faith, cooperate, assist, and undertake all
reasonable actions and steps in order to accomplish all requirements of this
Agreement on the schedule set by the Court, subject to the terms of this Agreement.
If, for any reason, the Parties determine that the schedule set by the Court is no
longer feasible, the Parties shall use their best judgment to seek the amendment of
the schedule to accomplish the goals of this Agreement.
5.4 Certification of the Settlement Class. For purposes of this Settlement only,
Plaintiffs and Henry Ford stipulate to the certification of the Settlement Class,
which is contingent upon the Court entering the Final Approval Order and
Judgment of this Settlement and the occurrence of the Effective Date. Should: (1)
the Settlement not receive final approval from the Court, or (2) the Effective Date
not occur, the certification of the Settlement Class shall be void. Henry Ford
reserves the right to contest class certification for all other purposes. Plaintiffs and
Henry Ford further stipulate to designate the Class Representatives as the
representatives for the Settlement Class.
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5.5 Final Approval. The Parties shall request that the Court schedule the Final Approval
Hearing for a date that is no earlier than one hundred twenty (120) days after the
entry of the Preliminary Approval Order. The Parties may file a Motion for Final
Approval no later than fourteen (14) days prior to the Final Approval Hearing, and
a Response to any objections to the Settlement or a Supplement to the Motion for
Final Approval no later than seven (7) days prior to the Final Approval Hearing.
6. CLASS NOTICE, OPT-OUTS, AND OBJECTIONS
6.1 Notice shall be disseminated pursuant to the Court’s Preliminary Approval Order.
6.2 The Settlement Administrator shall oversee and implement the Notice Plan
approved by the Court. All costs associated with the Notice Plan shall be paid from
the Settlement Fund.
6.3 Direct Notice. No later than the Notice Date, or such other time as may be ordered
by the Court, the Settlement Administrator shall disseminate Notice to the Class
Members via direct mail.
6.4 Settlement Class List. Within fourteen (14) days after the issuance of the
Preliminary Approval Order, Henry Ford will provide to the Settlement
Administrator a list of names and mailing addresses for any and all Class Members
that it has in its possession, custody, or control. Every person on the Settlement
Class List will be provided with a unique identifier by the Settlement Administrator
that they will be asked for when they submit claims. Anyone who believes they are
a Settlement Class Member but are not on the Settlement Class List may contact
the Settlement Administrator and, upon providing reasonable proof, will be
provided with a unique identifier and allowed to participate in the Settlement.
6.5 Confidentiality. Any information relating to Class Members provided to the

Settlement Administrator pursuant to this Agreement shall be provided solely for
the purpose of providing Notice to the Class Members (as set forth herein) and
allowing them to recover under this Agreement; shall be kept in strict confidence
by the Parties, their counsel, and the Settlement Administrator; shall not be
disclosed to any third party; shall be destroyed after all distributions to Class
Members have been made; and shall not be used for any other purpose. Moreover,
because the Class Member list and information contained therein will be provided
to the Settlement Administrator solely for purposes of providing the Class Notice
and Settlement Benefits and processing opt-out requests, the Settlement
Administrator will execute a confidentiality and non-disclosure agreement with
Class Counsel and Henry Ford’s Counsel, and will ensure that any information
provided to it by Class Members, Class Counsel, Henry Ford, or Henry Ford’s
Counsel, will be secure and used solely for the purpose of effecting this Settlement.
6.6 Fraud Prevention. The Settlement Administrator shall use reasonable and
customary fraud-prevention mechanisms to prevent (i) submission of Claim Forms
by persons other than potential Class Members, (ii) submission of more than one
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4854-6565-2935.1
Claim Form per Class Member, and (iii) submission of Claim Forms seeking
amounts to which the claimant is not entitled. In the event a Claim Form is
submitted without a unique Class Member identifier, the Settlement Administrator
shall employ reasonable efforts to ensure that the Claim is valid.
6.7 Settlement Website. Prior to any dissemination of the Summary Notice and prior to
the Notice Date, the Settlement Administrator shall cause the Settlement Website
to be launched on the Internet in accordance with this Agreement. The Settlement
Administrator shall create the Settlement Website. The Settlement Website shall
contain information regarding how to submit Claim Forms (including submitting
Claims Forms electronically through the Settlement Website) and relevant
documents, including, but not limited to, the Long Form Notice, the Claim Form,
this Agreement, the Preliminary Approval Order entered by the Court, and the
operative Consolidated Class Action Complaint in the Action, and will (on its URL
landing page) notify the Settlement Class of the date, time, and place of the Final
Approval Hearing. The Settlement Website shall also provide the toll-free
telephone number and mailing address through which Class Members may contact
the Settlement Administrator directly.
6.8 Opt-Out/Request for Exclusion. The Notice shall explain that the procedure for
Class Members to opt out and exclude themselves from the Settlement Class is by
notifying the Settlement Administrator in writing, postmarked no later than sixty
(60) days after the Notice Date. Any Class Member may submit a Request for
Exclusion from the Settlement at any time during the Opt-Out Period. To be valid,
the Request for Exclusion must be postmarked or received by the Settlement
Administrator on or before the end of the Opt-Out Period. In the event a Class
Member submits a Request for Exclusion to the Settlement Administrator via US
Mail, such Request for Exclusion must be in writing and must (i) identify the case
name “In re Henry Ford Health System Data Security Litigation”; (ii) state the
name, address, telephone number and unique identifier of the Class Member
seeking exclusion; (iii) identify any lawyer representing the Class Member seeking
to opt out; (iv) be physically signed by the person(s) seeking exclusion; and (v)
must also contain a statement to the effect that “I hereby request to be excluded
from the proposed Settlement Class in ‘In re Henry Ford Health System Data
Security Litigation, No. 2:23-cv-11736-GAD-KGA.’” Any person who elects to
request exclusion from the Settlement Class shall not (i) be bound by any orders or
Judgment entered in the Action, (ii) be entitled to relief under this Agreement, (iii)
gain any rights by virtue of this Agreement, or (iv) be entitled to object to any aspect
of this Agreement. Requests for Exclusion may only be done on an individual basis,
and no person may request to be excluded from the Settlement Class through
“mass” or “class” opt-outs.
In the event that within ten (10) days after the Opt-Out Date as approved by the
Court, there have been more than fifty (50) timely and valid individual opt-outs
(exclusions) submitted, Henry Ford may, by notifying Class Counsel and the Court
in writing, void this Agreement. If Henry Ford terminates the Agreement under this
section, Henry Ford shall be obligated to pay only the Administrative Expenses
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4854-6565-2935.1
incurred by the Settlement Administrator to that date for work performed in

connection with the Agreement.
6.9 Objections. The Notice shall explain that the procedure for Class Members to object
to the Settlement is by submitting written objections to the Court no later than sixty
(60) days after the Notice Date (the “Objection Deadline”). Any Class Member may
enter an appearance in the Action, at their own expense, individually or through
counsel of their own choice. Any Class Member who wishes to object to the
Settlement, the Settlement Benefits, Service Awards, and/or the Fee Award and
Costs, or to appear at the Final Approval Hearing and show cause, if any, for why
the Settlement should not be approved as fair, reasonable, and adequate to the Class,
why a final judgment should not be entered thereon, why the Settlement Benefits
should not be approved, or why the Service Awards and/or the Fee Award and Costs
should not be granted, may do so, but must proceed as set forth in this paragraph.
No Class Member or other person will be heard on such matters unless they have
filed in this Action the objection, together with any briefs, papers, statements, or
other materials the Class Member or other person wishes the Court to consider,
within sixty (60) days following the Notice Date.
All written objections and supporting papers must clearly (a) identify the case name
and number; (b) state the Class Member’s full name, current mailing address, and
telephone number; (c) contain a statement by the Class Member that he or she
believes themself to be a member of the Settlement Class; (d) include proof that the
Class Member is a member of the Settlement Class (e.g., copy of the settlement
notice, copy of the original notice of the Data Security Incident); (e) identify the
specific factual and legal grounds for the objection; (f) identify whether the
Objection is an objection to the Settlement in part or in whole; (g) state whether the
Objection applies only to the objector, a subset of the Settlement Class, or the entire
Settlement Class; (h) identify all counsel representing the Class Member, if any; (i)
include a list, including case name, court, and docket number, of all other cases in
which the objector and/or the objector’s counsel has filed an objection to any
proposed class action settlement in the past five (5) years; (j) include all documents
or writings that the Class Member desires the Court to consider; (k) contain a
statement regarding whether the Class Member (or counsel of his or her choosing)
intends to appear at the Final Approval Hearing; and (l) contain the signature of the
Class Member or the Class Member’s duly authorized attorney or representative.
All objections must be submitted to the Settlement Administrator, Class Counsel
identified below, and to the Court either by mailing them to: Clerk, Eastern District
of Michigan, Theodore Levin U.S. Courthouse, 231 W. Lafayette Blvd., Detroit,
Michigan 48226, or by filing them in person at the Courthouse.
All objections must be filed or postmarked on or before the Objection Deadline, as

set forth above. Any Class Member who does not make their objections in the
manner and by the date set forth in this Section shall be deemed to have waived any
objections and shall be forever barred from raising such objections in this or any
other action or proceeding, absent further order of the Court. Without limiting the
foregoing, any challenge to the Settlement Agreement, the Order Granting
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4854-6565-2935.1
Preliminary Approval of the Class Action Settlement Agreement, and the Final
Approval Order and Judgment shall be pursuant to appeal under the applicable rules
of appellate procedure and not through a collateral attack.
7. SETTLEMENT ADMINISTRATION
7.1 Submission of Claims.
(a) Submission of Electronic and Hard Copy Claims. Class Members may
submit electronically verified Claim Forms to the Settlement Administrator
through the Settlement Website or may download Claim Forms to be filled
out, signed, and submitted physically by mail to the Settlement
Administrator. Claim Forms must be submitted electronically or
postmarked during the Claims Period and on or before the Claims Deadline.
The Settlement Administrator shall reject any Claim Forms that are
incomplete, inaccurate, or not timely received and will provide Claimants
notice and the ability to cure defective claims, unless otherwise noted in this
Agreement.
(b) Review of Claim Forms. The Settlement Administrator will review Claim
Forms submitted by Class Members to determine whether they are eligible
for a Settlement Payment.
7.2 Settlement Administrator’s Duties.
(a) Cost Effective Claims Processing. The Settlement Administrator shall,

under the supervision of the Court, administer the relief provided by this
Agreement by processing Claim Forms in a rational, responsive, cost
effective, and timely manner, and calculate Settlement Payments in
accordance with this Agreement.
(b) Dissemination of Notices. The Settlement Administrator shall disseminate

the Notice Plan as provided for in this Agreement.
(c) Maintenance of Records. The Settlement Administrator shall maintain

reasonably detailed records of its activities under this Agreement. The
Settlement Administrator shall maintain all such records as required by
applicable law in accordance with its business practices and such records
will be made available to Class Counsel and Henry Ford’s Counsel upon
request. The Settlement Administrator shall also provide reports and other
information to the Court as the Court may require. Upon request, the
Settlement Administrator shall provide Class Counsel and Henry Ford’s
Counsel with information concerning Notice, administration, and
implementation of the Settlement. Without limiting the foregoing, the
Settlement Administrator also shall:
(i) Receive Requests for Exclusion from Class Members and provide
Class Counsel and Henry Ford’s Counsel a copy thereof no later
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4854-6565-2935.1
than five (5) days following the deadline for submission of the same.
If the Settlement Administrator receives any Requests for Exclusion
or other requests from Class Members after expiration of the Opt-
Out Period, the Settlement Administrator shall promptly provide
copies thereof to Class Counsel and Henry Ford’s Counsel;
(ii) Provide weekly reports to Class Counsel and Henry Ford’s Counsel
that include, without limitation, reports regarding the number and
type of Claim Forms received, the number and type of Claim Forms
approved by the Settlement Administrator, and the categorization
and description of Claim Forms rejected by the Settlement
Administrator. The Settlement Administrator shall also, as
requested by Class Counsel or Henry Ford’s Counsel and from time
to time, provide the amounts remaining in the Net Settlement Fund;
(iii) Make available for inspection by Class Counsel and Henry Ford’s
Counsel the Claim Forms and any supporting documentation
received by the Settlement Administrator at any time upon
reasonable notice;
(iv) Cooperate with any audit by Class Counsel or Henry Ford’s

Counsel, who shall have the right but not the obligation to review,
audit, and evaluate all Claim Forms for accuracy, veracity,
completeness, and compliance with the terms and conditions of this
Agreement.
7.3 Requests For Additional Information: In the exercise of its duties outlined in this
Agreement, the Settlement Administrator shall have the right to reasonably request
additional information from the Parties or any Class Member who submits a Claim
Form.
8. SERVICE AWARDS
8.1 Class Representatives and Class Counsel may seek Service Awards to the Class
Representatives of up to $1,500.00 (one thousand five hundred dollars and no cents)
per Class Representative. Class Counsel may file a motion seeking Service Awards
for the Class Representatives on or before fourteen (14) days prior to the Objection
Deadline.
8.2 The Settlement Administrator shall pay the Service Awards approved by the Court
to the Class Representatives from the Settlement Fund. Such Service Awards shall
be paid by the Settlement Administrator, in the amount approved by the Court,
within five (5) Business Days after the Effective Date.
8.3 In the event the Court declines to approve, in whole or in part, the payment of the
Service Award in the amounts requested, the remaining provisions of this
Agreement shall remain in full force and effect. No decision by the Court, or
modification or reversal or appeal of any decision by the Court, concerning the
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4854-6565-2935.1
amount of the Service Award shall constitute grounds for cancellation or

termination of this Agreement.
8.4 The Parties did not discuss or agree upon the maximum amount of Service Awards
for which Class Representatives can apply until after the substantive terms of the
Settlement had been agreed upon.
9. ATTORNEYS’ FEES, COSTS, AND EXPENSES
9.1 Class Counsel may file a motion seeking an award of attorneys’ fees of up to 33
1/3% (thirty-three and one-third percent) of the Settlement Fund, and, separately,
reasonably incurred litigation expenses and costs (i.e., Fee Award and Costs), no
later than fourteen (14) days prior to the Objection Deadline. The motion for a Fee
Award and Costs shall be posted on the Settlement Website. The Settlement
Administrator shall pay any attorneys’ fees, costs, and expenses awarded by the
Court to Class Counsel in the amount approved by the Court, from the Settlement
Fund, within five (5) Business Days after the Effective Date.
9.2 Unless otherwise ordered by the Court, Class Counsel shall have the sole and
absolute discretion to allocate any approved Fee Award and Costs amongst
themselves.
9.3 The Settlement is not conditioned upon the Court’s approval of an award of Class
Counsel’s Fee Award and Costs or Service Awards.
10. EFFECTIVE DATE, MODIFICATION, AND TERMINATION
10.1 The Effective Date of the Settlement shall be the first day after all of the following
conditions have occurred:
(a) Henry Ford and Class Counsel execute this Agreement;
(b) The Court enters the Preliminary Approval Order attached hereto as Exhibit
C, without material change;
(c) Notice is provided to the Settlement Class consistent with the Preliminary
Approval Order;
(d) The Court enters the Final Approval Order and Judgment, materially similar
to the proposed that will be submitted in conjunction with Plaintiffs’ motion
for final approval; and
(e) The Final Approval Order and Judgment have become “Final” because: (i)
the time for appeal, petition, rehearing or other review has expired; or (ii) if
any appeal, petition, request for rehearing or other review has been filed,
the Final Approval Order and Judgment is affirmed without material change
or the appeal is dismissed or otherwise disposed of, no other appeal,
22
4854-6565-2935.1
petition, rehearing or other review is pending, and the time for further
appeals, petitions, requests for rehearing or other review has expired.
10.2 In the event that the Court declines to enter the Preliminary Approval Order,
declines to enter the Final Approval Order and Judgment, or the Final Approval
Order and Judgment does not become Final (as described in Section 10.1(e) of this
Agreement), Henry Ford may at its sole discretion terminate this Agreement on five
(5) Business Days written notice from Henry Ford’s Counsel to Class Counsel.
10.3 In the event the terms or conditions of this Settlement Agreement are materially
modified by any court, any Party in its sole discretion to be exercised within
fourteen (14) days after such modification may declare this Settlement Agreement
null and void. In the event of a material modification by any court, and in the event
the Parties do not exercise their unilateral options to withdraw from this Settlement
Agreement pursuant to this Section, the Parties shall meet and confer within seven
(7) days of such ruling to attempt to reach an agreement as to how best to effectuate
the court-ordered modification. For the avoidance of doubt, a “material
modification” shall not include any reduction by the Court of the Fee Award and
Costs and/or Service Awards.
10.4 Except as otherwise provided herein, in the event the Settlement is terminated, the
Parties to this Agreement, including Class Members, shall be deemed to have
reverted to their respective status in the Action immediately prior to the execution
of this Agreement, and, except as otherwise expressly provided, the Parties shall
proceed in all respects as if this Agreement and any related orders had not been
entered. In addition, the Parties agree that in the event the Settlement is terminated,
any orders entered pursuant to the Agreement shall be deemed null and void and
vacated and shall not be used in or cited by any person or entity in support of claims
or defenses.
10.5 In the event this Agreement is terminated pursuant to any provision herein, then the
Settlement proposed herein shall become null and void (with the exception of
Sections 10.5, and 10.6 herein) and shall have no legal effect, and the Parties will
return to their respective positions existing immediately before the execution of this
Agreement.
10.6 Notwithstanding any provision of this Agreement, in the event this Agreement is
not approved by any court, or terminated for any reason, or the Settlement set forth
in this Agreement is declared null and void, or in the event that the Effective Date
does not occur (collectively, a “Termination Event”), Class Members, Plaintiffs,
and Class Counsel shall not in any way be responsible or liable for any of the
Administrative Expenses, or any expenses, including costs of notice and
administration associated with this Settlement or this Agreement, except that each
Party shall bear its own attorneys’ fees and costs. In the event of a Termination
Event, then (a) this Settlement Agreement shall be null and void and of no force and
effect; (b) the Settlement Fund and any and all interest earned thereon, less monies
expended toward settlement administration, will be returned to Henry Ford within
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4854-6565-2935.1
ten (10) days after the date the Settlement Agreement becomes null and void; and (c)
any release shall be of no force or effect. In such event, unless the Parties can
negotiate a modified settlement agreement, the Action will revert to the status that
existed before the Settlement Agreement’s execution date; the Parties will each be
returned to their respective procedural postures in the litigation, and neither the
Settlement Agreement nor any facts concerning its negotiation, discussion or terms
will be admissible in evidence for any purpose in the Action (or in any other
litigation).
11. NO ADMISSION OF WRONGDOING OR LIABILITY
11.1 This Agreement, whether or not consummated, any communications and

negotiations relating to this Agreement or the Settlement, and any proceedings
taken pursuant to the Agreement:
(a) shall not be offered or received against Henry Ford as evidence of or

construed as or deemed to be evidence of any presumption, concession, or
admission by Henry Ford with respect to the truth of any fact alleged by any
Plaintiffs or the validity of any claim that has been or could have been
asserted in the Action or in any litigation, or the deficiency of any defense
that has been or could have been asserted in the Action or in any litigation,
or of any liability, negligence, fault, breach of duty, or wrongdoing of Henry
Ford;
(b) shall not be offered or received against Henry Ford as evidence of a

presumption, concession or admission of any fault, misrepresentation or
omission with respect to any statement or written document approved or
made by Henry Ford;
(c) shall not be offered or received against Henry Ford as evidence of a

presumption, concession or admission with respect to any liability,
negligence, fault, breach of duty, or wrongdoing, or in any way referred to
for any other reason as against Henry Ford, in any other civil, criminal, or
administrative action or proceeding, other than such proceedings as may be
necessary to effectuate the provisions of this Agreement; provided,
however, that if this Agreement is approved by the Court, the Parties may
refer to it to effectuate the liability protection granted to them hereunder;
(d) shall not be construed against Henry Ford as an admission or concession

that the consideration to be given hereunder represents the relief that could
be or would have been awarded after trial; and
(e) shall not be construed as or received in evidence as an admission,

concession or presumption against the Class Representatives or any Class
Member that any of their claims are without merit, or that any defenses
asserted by Henry Ford have any merit.
24
4854-6565-2935.1
12. REPRESENTATIONS
12.1 Each Party represents that: (i) such Party has full legal right, power, and authority
to enter into and perform this Agreement, subject to Court approval; (ii) the
execution and delivery of this Agreement by such Party and the consummation by
such Party of the transactions contemplated by this Agreement have been duly
authorized by such Party; (iii) this Agreement constitutes a valid, binding, and
enforceable agreement; and (iv) no consent or approval of any person or entity is
necessary for such Party to enter into this Agreement.
13. NOTICE
13.1 All notices to Class Counsel provided for in this Agreement shall be sent by email
(to all email addresses set forth below) and by First-Class mail to all of the
following:
THE MILLER LAW FIRM, P.C.

E. Powell Miller
950 W. University Drive, Suite 300
Rochester, MI 48307
[email protected]
Class Counsel
13.2 All notices to Henry Ford or Henry Ford’s Counsel provided for in this Agreement
shall be sent by email and First-Class mail to the following:
Michelle R. Gomez
BAKER & HOSTETLER LLP
1801 California Street, Ste 4400
Denver, CO 80202-2662
[email protected]
13.3 All notices to the Settlement Administrator provided for in this Agreement shall be
sent by email and First-Class mail to the following:
Henry Ford Health System Data Security Litigation

RG/2 Claims Administration, LLC
P.O. Box: 59479
Address: Philadelphia, PA 19102-9479
Email: [email protected]
13.4 The notice recipients and addresses designated in this Section may be changed by
written notice.
25
4854-6565-2935.1
14. MISCELLANEOUS PROVISIONS
14.1 Representation by Counsel. The Class Representatives and Henry Ford represent
and warrant that they have been represented by, and have consulted with, the
counsel of their choice regarding the provisions, obligations, rights, risks, and legal
effects of this Agreement and have been given the opportunity to review
independently this Agreement with such legal counsel and agree to the particular
language of the provisions herein.
14.2 Best Efforts. The Parties agree that they will make all reasonable efforts needed to
reach the Effective Date and fulfill their obligations under this Agreement.
14.3 Contractual Agreement. The Parties understand and agree that all terms of this
Agreement, including the Exhibits thereto, are contractual and are not a mere
recital, and each signatory warrants that he, she, or it is competent and possesses
the full and complete authority to execute and covenant to this Agreement on behalf
of the Party that they or it represents.
14.4 Integration. This Agreement constitutes the entire agreement among the Parties and
no representations, warranties or inducements have been made to any Party
concerning this Agreement other than the representations, warranties and covenants
contained and memorialized herein.
14.5 Drafting. The Parties agree that no single Party shall be deemed to have drafted this
Agreement, or any portion thereof, for purpose of the invocation of the doctrine of
contra proferentum. This Settlement Agreement is a collaborative effort of the
Parties and their attorneys that was negotiated on an arm’s-length basis between
parties of equal bargaining power. Accordingly, this Agreement shall be neutral,
and no ambiguity shall be construed in favor of or against any of the Parties. The
Parties expressly waive any otherwise applicable presumption(s) that uncertainties
in a contract are interpreted against the party who caused the uncertainty to exist.
14.6 Modification or Amendment. This Agreement may not be modified or amended,

nor may any of its provisions be waived, except by a writing signed by the persons
who executed this Agreement or their successors-in-interest.
14.7 Waiver. The failure of a Party hereto to insist upon strict performance of any
provision of this Agreement shall not be deemed a waiver of such Party’s rights or
remedies or a waiver by such Party of any default by another Party in the
performance or compliance of any of the terms of this Agreement. In addition, the
waiver by one Party of any breach of this Agreement by any other Party shall not
be deemed a waiver of any other prior or subsequent breach of this Agreement.
14.8 Severability. Should any part, term, or provision of this Agreement be declared or
determined by any court or tribunal to be illegal or invalid, the Parties agree that
the Court may modify such part, term, or provision to the extent necessary to make
it valid, legal, and enforceable. In any event, such part, term, or provision shall be
26
4854-6565-2935.1
separable and shall not limit or affect the validity, legality or enforceability of any
other part, term, or provision hereunder.
14.9 Successors. This Settlement Agreement shall be binding upon and inure to the
benefit of the heirs, successors and assigns of the Parties thereto.
14.10 Survival. The Parties agree that the terms set forth in this Agreement shall survive
the signing of this Agreement.
14.11 Governing Law. All terms and conditions of this Agreement shall be governed by
and interpreted according to the laws of the State of Michigan, without reference to
its conflict of law provisions, except to the extent the federal law of the United
States requires that federal law governs.
14.12 Interpretation.
(a) Definitions apply to the singular and plural forms of each term defined.
(b) Definitions apply to the masculine, feminine, and neuter genders of each
term defined.
(c) Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall not be limiting but rather shall be deemed to be
followed by the words “without limitation.”
14.13 No Precedential Value. The Parties agree and acknowledge that this Agreement
carries no precedential value.
14.14 Fair and Reasonable. The Parties and their counsel believe this Agreement is a fair
and reasonable compromise of the disputed claims, in the best interest of the Parties,
and have arrived at this Agreement as a result of arm’s-length negotiations with the
assistance of an experienced mediator.
14.15 Retention of Jurisdiction. The administration and consummation of the Settlement

as embodied in this Agreement shall be under the authority of the Court, and the
Court shall retain jurisdiction over the Settlement and the Parties for the purpose of
enforcing the terms of this Agreement.
14.16 Headings. Any headings contained herein are for informational purposes only and
do not constitute a substantive part of this Agreement. In the event of a dispute
concerning the terms and conditions of this Agreement, the headings shall be
disregarded.
14.17 Exhibits. The exhibits to this Agreement and any exhibits thereto are an integral
and material part of the Settlement. The exhibits to this Agreement are expressly
incorporated by reference and made part of the terms and conditions set forth
herein.
27
4854-6565-2935.1
14.18 Counterparts and Signatures. This Agreement may be executed in one or more
counterparts. All executed counterparts and each of them shall be deemed to be one
and the same instrument provided that counsel for the Parties to this Agreement
shall exchange among themselves original signed counterparts. Digital signatures
shall have the same force and effect as the original.
14.19 Facsimile and Electronic Mail. Transmission of a signed Agreement by facsimile

or electronic mail shall constitute receipt of an original signed Agreement by mail.
14.20 No Assignment. Each Party represents and warrants that such Party has not
assigned or otherwise transferred (via subrogation or otherwise) any right, title or
interest in or to any of the Released Claims.
14.21 Deadlines. If any of the dates or deadlines specified herein fall on a weekend or
legal holiday, the applicable date or deadline shall fall on the next Business Day.
All reference to “days” in this Agreement shall refer to calendar days, unless
otherwise specified. The Parties reserve the right, subject to the Court’s approval,
to agree to any reasonable extensions of time that might be necessary to carry out
any of the provisions of this Agreement.
14.22 Dollar Amounts. All dollar amounts specified herein are in United States dollars,
unless otherwise expressly stated.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by
their duly authorized counsel:
(signatures on following page(s))
28
4854-6565-2935.1

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Case 2:23-cv-11736-GAD-KGA ECF No. 17-2, PageID.

300 Filed 06/20/24 Page 13 of 90

THE UNITED STATES DISTRICT COURT

Master File No.:

CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE

WHEREAS, on or around March 30, 2023, Henry Ford experienced a targeted

WHEREAS, Plaintiffs filed a Consolidated Amended Complaint (United States District

WHEREAS, the Parties soon thereafter agreed to mediate the case.

WHEREAS, on February 8, 2024, the Parties engaged in a mediation session before

WHEREAS, Proposed Settlement Class Counsel (“Class Counsel”), on behalf of Plaintiffs

WHEREAS, this Agreement, whether or not consummated, and any actions or

NOW, THEREFORE, in consideration of the promises, covenants, and agreements herein

As used in this Agreement, the following terms shall be defined as follows:

1.3 “Agreement” or “Settlement Agreement” means this Class Action Settlement

1.4 “Approved Claim(s)” means a claim as evidenced by a Claim Form submitted by a

1.11 “Class Counsel” means The Miller Law Firm, P.C.

1.12 “Class Member” means a member of the Settlement Class.

1.24 “Judgment” means the judgment to be entered by the Court.

1.32 “Parties” means the Plaintiffs and Defendant Henry Ford.

1.33 “Personal Information” means information potentially accessed, viewed, and/or

1.35 “Reasonable Documentation” means documentation supporting a claim for

and the regulations promulgated thereunder, the Settlement Administrator shall be

2. SECURITY COMMITMENTS; PROSPECTIVE RELIEF

3. SETTLEMENT FUND / MONETARY PAYMENT / BENEFITS DETAILS

monitoring services and one million dollars ($1,000,000.00) in identity theft

(a) Reimbursement for Actual Out-of-Pocket Losses (“Documented Loss

To receive a Documented Loss Payment, a Class Member electing this

3.4 Deadline to File Claims. Claim Forms must be received postmarked or

3.7 Distribution of Settlement Payments: The Settlement is designed to exhaust the

3.13 Non-Reversionary. This is a non-reversionary settlement. As of the Effective Date,

3.15 Payment/Withdrawal Authorization. No amounts from the Settlement Fund may be

3.16 Payments to Class Members. The Settlement Administrator, subject to such

3.18 Limitation of Liability.

Counsel, the Settlement Administrator, or any of their respective designees

5. REQUIRED EVENTS AND COOPERATION BY PARTIES

6. CLASS NOTICE, OPT-OUTS, AND OBJECTIONS

6.5 Confidentiality. Any information relating to Class Members provided to the

incurred by the Settlement Administrator to that date for work performed in

All objections must be filed or postmarked on or before the Objection Deadline, as

7.1 Submission of Claims.

7.2 Settlement Administrator’s Duties.

(a) Cost Effective Claims Processing. The Settlement Administrator shall,

(b) Dissemination of Notices. The Settlement Administrator shall disseminate

(c) Maintenance of Records. The Settlement Administrator shall maintain

(iv) Cooperate with any audit by Class Counsel or Henry Ford’s

amount of the Service Award shall constitute grounds for cancellation or

9. ATTORNEYS’ FEES, COSTS, AND EXPENSES

10. EFFECTIVE DATE, MODIFICATION, AND TERMINATION

(a) Henry Ford and Class Counsel execute this Agreement;

11. NO ADMISSION OF WRONGDOING OR LIABILITY

11.1 This Agreement, whether or not consummated, any communications and

(a) shall not be offered or received against Henry Ford as evidence of or

(b) shall not be offered or received against Henry Ford as evidence of a

(c) shall not be offered or received against Henry Ford as evidence of a

(d) shall not be construed against Henry Ford as an admission or concession

(e) shall not be construed as or received in evidence as an admission,

THE MILLER LAW FIRM, P.C.

Henry Ford Health System Data Security Litigation

14. MISCELLANEOUS PROVISIONS