Investigating Turning Stone Enterprises’ Retirement Plan: Potential ERISA Violations and Employee Impact

CLASS REPRESENTATIVE ATTORNEY REPRESENTATION AGREEMENT

I, , ("Client"), retain Milberg Coleman Bryson Phillips Grossman PLLC (the "Law Firm") to be Client's attorneys in connection with the claims against Turning Stone Enterprises ("Defendant") that may be asserted on behalf of Client and a class of persons similarly situated who have claims against Defendant arising from alleged violations of the Employee Retirement Income Security Act of 1974 (ERISA) (the "Litigation").

A. Authority to Pursue Litigation

1. The Law Firm agrees to represent Client and, if it is determined after sufficient inquiry and investigation that a reasonable basis exists on which to file a lawsuit, to file a lawsuit on behalf of Client. Client hereby authorizes the Law Firm to file the lawsuit as a class action, meaning that the lawsuit would be filed on behalf of Client and all other people who are similarly situated.Client authorizes Law Firm to take all steps in this matter deemed by the Law Firm to be advisable for the investigation and prosecution of Client's claim(s). These steps may include hiring investigators, expert witnesses, filing any legal action they deem necessary, and negotiating with the Defendant(s).

B. Class Litigation Overview

1. As a class action lawsuit, the Law Firm shall seek to obtain certification of a "class" of persons or entities to which Client belongs and for which Client will act as a "class representative." The Law Firm shall seek appointment by the court as class counsel and agree to undertake the representation on behalf of the class.
2. Once a suit is filed, the Law Firm shall take reasonable steps to keep Client informed of significant developments and to respond to any inquiries Client may have with respect to the progress of the litigation. Client agrees to fulfill the duties of a class representative, which are explained further below.
3. If the action is certified as a class action and Client is certified as the named class representative, Client will retain the right, as a member of the class and as class representative, under the class action rules, to approve, oppose, or comment upon any proposed settlement of all or part of the class action.
4. Client understands that either the Law Firm or the Court may determine that this lawsuit is best handled with a group of other cases aggregated for settlement and/or trial preparation. Client authorizes the Law Firm to enter into aggregate settlement negotiations and to disclose the amount of the proposed settlement values to other Clients whose cases are included in the aggregate of cases. For any matters relating to settlement, Client will be guided by the views and advice of the Law Firm.
5. The out-of-pocket costs and expenses incurred in a class action lawsuit typically include process server's fees, filing fees, and other charges assessed by the courts and public agencies, court reporter's fees, mail, messenger and other delivery fees, charges for computer research and outside assisted legal research, mileage and parking, photocopying and other reproduction, word processing charges, charges for computer time, travel and expenses (related to attending hearings, mediation, depositions, inspections, product testing, etc.), professional fees of experts, consultants and investigators retained by the Law Firm, trial expenses, and jury fees. These costs are incurred by the Law Firm at its discretion for the prosecution of Client's case.
6. Class litigation is both expensive and time intensive for the Law Firm. A class action lawsuit generally moves through the court system slowly, as this type of lawsuit is procedurally complicated.
7. If the lawsuit is certified as a class action, and if a monetary recovery is obtained for the class, either by settlement or judgment, the Law Firm will apply to the Court for reimbursement of their costs and payment of their fees by defendant(s) out of, or in addition to such recovery. The Law Firm's application for fees must be approved by the Court. Client will be provided with notice of the Law Firm's fee request. In the event that no recovery is obtained, then no fees, expenses of litigation, or costs shall be owed by the Client to the Law Firm.

C. Possibility of Individual Resolution

1. If the lawsuit is not certified as a class action, the Law Firm and Client will address the Law Firm's continued representation of Client on an individual basis. In the event that the Law Firm continues to represent Client on an individual basis, the Law Firm is authorized to affect a settlement or compromise, subject to Client's approval, or to institute such legal action, or actions, as may be advisable in the Law Firm's judgment, in order to enforce Client's rights.
2. If a monetary recovery is obtained for the individual named plaintiff(s) (including Client) by judgment, the Law Firm will apply to the Court for reimbursement of its costs and payment of its fees by defendant(s) out of, or in addition to such recovery, as may be permitted by applicable law. Given the time and expenses required to litigate a putative class action lawsuit, it is not unusual for attorney fees and costs in a "putative class action turned individual settlement" scenario to exceed the recovery of the named plaintiffs. For example, although an individual plaintiff's damages may be only a few hundred dollars (their "best day in court"), expenses and attorney hours for years of litigation may include hundreds of hours and thousands of dollars in out-of-pocket expenses.
3. If an individual settlement agreement is reached between the parties, the Law Firm may seek to be reimbursed by the opposing party for all or some of their actual legal fees and/or out-of-pocket costs. Given the time and expenses required to litigate a putative class action lawsuit, it is not unusual for attorney fees and costs in a "putative class action turned individual settlement" scenario to exceed the recovery of the named plaintiffs.
4. Whether resolved through judgment or settlement, in the event of an individual resolution, Law Firm shall be entitled to the greater of: (1) total attorneys' fees awarded by the court or that is agreed to be separately paid by the Defendants; or (2) thirty-three and one third percent (33.33%) of the total recovery (including attorneys' fees). Please note that attorneys' fees are often separately award by the court, or negotiated separately by the parties, because the law allows the recovery of attorneys' fees or costs in addition to any individual recovery. Expenses and costs advanced by the Law Firm in the prosecution of the case shall be deducted from the recovery after the calculation of the contingent fee. Under no circumstances will Client be obligated to pay the Law Firm attorneys' fees, expenses of litigation, or costs out of his/her own pocket.
5. In the event that no recovery is obtained or no settlement reached, then no fees, expenses of litigation, or costs shall be owed to the Law Firm by the Client.

D. Right to Withdraw

1. Client may discharge the Law Firm at any time. Likewise, the Law Firm may withdraw at any time if Client breaches this contract, Client refuses to cooperate with the Law Firm or to follow its advice on a material matter, or any fact or circumstance exists that would render the Law Firm's continuing representation of Client unlawful, unethical, or ineffective. If possible, the Law Firm will give Client reasonable notice of the Law Firm's intent to withdraw so that Client has time to arrange alternative representation. If necessary, the Law Firm will obtain Court approval before withdrawing from the case.
2. If the Law Firm elects to withdraw, Client will take all steps necessary to free the Law Firm of any obligation to perform further. The Law Firm and Client each agree to sign any documents reasonably necessary to effect or complete the Law Firm's discharge or withdrawal and the Law Firm agrees to deliver any necessary papers to Client upon withdrawal.
3. Should Client discharge the Law Firm or should the Law Firm withdraw its representation, Client hereby grants the Law Firm, as well as associate counsel, if applicable, a lien on any and all causes of action or claims Client may assert with respect to the injuries and/or damages which are the subject of this contract. The lien will attach to any recovery Client may obtain (whether by judgment, settlement or otherwise) or any other similar proceeding. The Law Firm's (and associate counsel's) lien will be for all time incurred and any sums due and owing by Client to the Law Firm (and associate counsel) at the conclusion or termination of the Law Firm's services, including both expenses and attorneys' fees. The amount due and owing for the Law Firm's services under this agreement shall be determined according to the Law Firm's hourly rates prevailing at the time of the Law Firm's discharge or withdrawal.
4. Client agrees that the files and documents compiled in connection with the Law Firm's investigation and prosecution of this matter constitute the work product and property of the Law Firm over which the Law Firm has complete control with respect to its use and/or disclosure.

E. Other Acknowledgments

By your signature below you acknowledge your understanding and agreement with the following:

1. The Law Firm may choose to associate with additional counsel in connection with the prosecution of the litigation. All attorney fees will be paid from the total net fee award provided for in this agreement.  The Law Firm will divide those fees with associate counsel according to the agreement between the firms providing legal services to you. The share of any fee recovery the Law Firm and associated counsel will receive cannot be determined until the litigation has been resolved and the total recovery and fee award have been determined. The Law Firm and associate counsel will advise you then of the share of fees each is to receive at that time. If a recovery is not obtained, Client will not be responsible to associate counsel for reimbursement of fees, expenses of litigation or costs. Law Firm will inform Client if it involves additional associate counsel subsequent to the execution of this agreement. In this scenario, the Law Firm may prepare a separate or supplemental co-counsel agreement with which Client agrees to cooperate.
2. The Law Firm cannot and will not provide financial assistance to Client in connection with the pending or contemplated litigation.
3. Client has not been promised any specific result or special treatment different from the treatment that may be accorded to other class members. If successful, the Law Firm may ask the judge to award Client additional compensation for the extra time and effort expended as a class representative and for having the courage to challenge the conduct of the defendant(s). The Law Firm cannot guarantee the judge will grant such a request.
4. Client has read the following summary of "Duties of a Class Representative," and understands that any questions about these duties should be discussed with the Law Firm.
5. Class action lawsuits often garner public attention. As a result, Law Firm may be asked to comment on the subject matter of the litigation or events that transpire during the litigation. Client authorizes Law Firm to speak publicly about non-privileged matters the Law Firm deems appropriate.
6. Client understands and agrees that it is mandatory to retain all relevant evidence related to the Litigation. Client further acknowledges that Law Firm has or will be providing detailed instructions regarding retention of relevant evidence. Client agrees to maintain and provide such evidence to the Law Firm.

DUTIES OF A CLASS REPRESENTATIVE

1. A class representative represents the interests of all members of a class in litigation to obtain appropriate relief and/or recover money damages for the class. As a potential class representative, you understand that you must adequately and fairly represent the class. This means that as a potential class representative, you intend to always consider the interests of the class just as you would consider your own interests.
2. A class representative is not required to be particularly sophisticated or knowledgeable with respect to the subject of the lawsuit. However, he/she should remain interested in the progress of the lawsuit and must make every effort to provide his/her lawyer and the court with all relevant facts of which he/she is aware.
3. A class representative participates actively in the lawsuit, such as by reading the complaint and understanding it to the best of his/her ability, cooperating fully in any discovery that is permitted of the class representative, such as by testifying at deposition and trial, answering written interrogatories, producing documents and by keeping generally aware of the status and progress of the lawsuit. The Law Firm will keep the class representative informed of major events during the litigation in order to ensure that all class representatives are well informed. The class representative should confer with his/her lawyer any time he/she feels it is appropriate to do so.
4. The class representative is required to vigorously prosecute the litigation. This means that the class representative must authorize his/her lawyer to do what is necessary to successfully prosecute the case on behalf of the class and to consult with counsel concerning the prosecution of the litigation.
5. The class representative may be responsible, through the Law Firm, to provide appropriate notice to the class, depending on whether the legal rules or the judge requires such notice. The Law Firm will undertake this task on the class representative's behalf and be responsible for all costs, the reimbursement of which will be contingent on the outcome of the litigation. Notice is usually accomplished by mailing a copy of the notification to identifiable class members and/or publishing a copy of the notification in magazines or electronic media.
6. A class representative recognizes and accepts that any resolution of the lawsuit, such as by settlement or dismissal, is subject to court approval, and must be designed in the best interests of the class as a whole. The Law Firm will consult with the class representative before recommending a settlement. The class representative will not participate in any settlement negotiations without his/her lawyer's consent.
7. As a potential class representative, you are volunteering to represent many other people with similar claims and damages, because you believe that it is important that all benefit from the lawsuit equally, because you believe that a class lawsuit will save time, money and effort, and thus will benefit all parties and the court system. You also understand and believe that the class action is an important tool to assure protection of people or businesses injured in a similar way as you if you become a class representative.

Scope of Agreement.

This document constitutes the written retainer and fee agreement between the Law Firm and Client and supersedes all other oral or written provisions. Client has read and understands this retainer and fee agreement and has had the opportunity to seek the advice of independent counsel before signing it. Client shall be presumed to have agreed to all of the provisions set forth in this contract unless Client notifies the Law Firm in writing of Client's objections within 15 days following the date of this Agreement.

With my signature below, I affirm that I have read and agree to the above Representation Agreement, the Class Representative Duties, and I acknowledge that the Law Firm has made no promises or guarantees to me about the outcome of my matter, and nothing in this Agreement shall be construed as such a promise or guarantee.

AGREED TO:

Date:
By:

MILBERG COLEMAN BRYSON PHILLIPS GROSSMAN PLLC:

Date:
By: Gary Klinger