Plaintiffs allege that the Defendants breached fiduciary duties owed to the participants in and beneficiaries of the Plans under ERISA by, among other things, failing to attempt to reduce the Plans’ recordkeeping expenses to ensure it was prudent.

Defendants have denied and continue to deny all of the claims and allegations in the Action and deny any liability or wrongful conduct of any kind, and the Court has not found that Defendants did anything wrong with respect to administrating the Plans. Defendants believe they have administered the Plans properly, prudently, and in the best interests of Plan participants at all times.

All people who participated in the Plans at any time during the Class Period, including any Beneficiary of a deceased Person who participated in the Plans at any time during the Class Period, and any Alternate Payee of a Person subject to a QDRO who participated in the Plan at any time during the Class Period. Excluded from the Settlement Class are Defendants and their Beneficiaries.

The “class period” referred to in this definition is from June 22, 2016 to October 18, 2024.

Provided that the Settlement becomes Final, a Settlement Fund consisting of $3,400,000.00 will be established in the Action. The amount of money that will be allocated among members of the Settlement Class, after the payment of any taxes and Court-approved costs, fees, and expenses, including attorneys’ fees and expenses of Class Counsel, any Court-approved Case Contribution Awards to be paid to the Named Plaintiffs, and payment of expenses incurred in calculating the Settlement payments and administering the Settlement, is called the Net Settlement Amount. The Net Settlement Amount will not be known until these other amounts are quantified and deducted. The Net Settlement Amount will be allocated to members of the Settlement Class according to a Plan of Allocation to be approved by the Court.

In general, your proportionate share of the Settlement will be calculated as follows:

• First, the Settlement Administrator will obtain the combined balances for each Settlement Class member in their TSA and QRP Plan account as of June 22, 2016, or the combined balance reflected in their 2016 second quarter statement or earliest date during the Class Period showing a balance in the combined Plan accounts, whichever balances are more practical to obtain, and on December 31 of each subsequent year of the Class Period up to and including 2023. For 2024, a Plan participant’s balance on September 30, 2024, or the balance reflected in their 2024 third quarter statement, whichever balance is more practical to obtain, will be used. For Class Members who had a balance in their accounts at the beginning of the Class Period (or at some point after the beginning of the Class Period), but liquidated their account prior to September 30, 2024, the earliest available balance of their account during the Class Period and the balance of their last quarterly statement during the Class Period will be the balances used for purposes of calculating an award under this Plan of Allocation.
• Second, the Balance for all Class Members will be summed.
• Third, each Class Member will receive a share of the Net Settlement Amount in proportion to the sum of that Class Member’s Balance as compared to the sum of the Balance for all Class Members, i.e. where the numerator is the Class Member’s Balance and the denominator is the sum of all Class Members’ Balances.
• The amounts resulting from this initial calculation will be known as the Preliminary Entitlement Amount. Class Members with a Preliminary Entitlement Amount of $0 shall not receive a distribution from the Net Settlement Amount. Class Members who are entitled to a distribution of greater than $0 but less than $10.00 will receive a distribution of $10.00 (the “De Minimis Amount”) from the Net Settlement Amount. In other words, the Settlement Administrator shall progressively increase Class Members’ awards falling below the De Minimis Amount until the lowest participating Class Member award is the De Minimis Amount, i.e. $10.00. The resulting calculation shall be the Final Entitlement Amount for each Class Member. The sum of the Final Entitlement Amount for each Class Member will equal the dollar amount of the Net Settlement Amount.

You do not need to file a claim. The Entitlement Amount for Settlement Class members with an Active Account (an account with a positive balance) as of October 18, 2024 (unless that Plan account is closed prior to distribution of Settlement proceeds, in which case that Class Member will receive their allocation via a check) will be paid into the Plans (and if the Settlement Class Member has a balance in both Plans, it will be paid into the account with the greatest balance). Former Participants will be paid directly by the Settlement Administrator by check.

All such payments are intended by the Settlement Class to be “restorative payments” in accordance with Internal Revenue Service Revenue Ruling 2002-45. Checks issued to Former Participants pursuant to this paragraph shall be valid for 180 days from the date of issue. If you are a former Plan participant and have not provided the Plan with your current address, please contact Class Counsel see notice.

Each Class Member who receives a payment under this Settlement Agreement shall be fully and ultimately responsible for payment of any and all federal, state, or local taxes resulting from or attributable to the payment received by such person.

The Settlement cannot be completed unless and until several events occur. These events include final approval of the Settlement by the Court, approval of the Settlement by an independent fiduciary to the Plans, transfer of the Net Settlement Amount to the Plans, and calculation of the amount of the Settlement owed to each Settlement Class member. If objections are made to the Settlement or appeals are taken by objectors who oppose the approval of the Settlement, this process may take a long time to complete, possibly several years.

There will be no payments if the Settlement Agreement is terminated.

You do not have the right to exclude yourself from the Settlement. The Settlement Agreement provides for certification of the Settlement Class as a non-opt-out class action under Federal Rule of Civil Procedure 23(b)(1), and the Court has preliminarily determined that the requirements of that rule have been satisfied. Thus, it is not possible for any Settlement Class members to exclude themselves from the Settlement. As a Settlement Class member, you will be bound by any judgments or orders that are entered in the Action for all claims that were or could have been asserted in the Action or are otherwise released under the Settlement.

Although you cannot opt out of the Settlement, you can object to the Settlement and ask the Court not to approve it. For more information on how to object to the Settlement, see notice.

If you are a Settlement Class Member, you can object to the Settlement if you do not like any part of it. You can give reasons why you think the Court should not approve it. To object, you must send a letter or other writing saying that you object to the Settlement in Brown et al. v. The MITRE Corporation, et al., No. 1:22-cv-10976-DJC. Be sure to include your name, address, telephone number, signature, and a full explanation of all the reasons why you object to the Settlement.

You must file your objection with the Clerk of the Court of United States District Court for The District of Massachusetts so that it is received no later than January 20, 2025. See your Notice for complete instructions.