Case: 1:21-cv-05683 Document #: 107-1 Filed: 07/29/22 Page 1 of 24 PageID #:1584

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

Doe 1, et al., Case: 1:21-CV-05683

Plaintiffs, Judge: Hon. John F. Kness

v.

NorthShore University HealthSystem,

Defendant.

[PROPOSED] CLASS ACTION SETTLEMENT AGREEMENT

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TABLE OF CONTENTS

1. INTRODUCTION .............................................................................................................. 1

2. DEFINITIONS.................................................................................................................... 1

3. RESTRICTIONS ON USE OF AGREEMENT ................................................................. 4

4. COOPERATION ................................................................................................................ 5

5. SETTLEMENT CLASS AND CERTIFICATION ............................................................ 5

6. VOLUNTARY DISMISSAL OF DOE 14’S CLAIMS...................................................... 6

7. SETTLEMENT FUND ....................................................................................................... 6

8. PLAN OF ALLOCATION ................................................................................................. 8

9. PROGRAMMATIC RELIEF ........................................................................................... 10

10. COURT APPROVAL, NOTICE, AND FAIRNESS HEARING..................................... 12

11. EXCLUSIONS AND OPT-OUTS .................................................................................... 13

12. OBJECTIONS................................................................................................................... 14

13. TERMINATION OR MODIFICATION OF AGREEMENT .......................................... 15

14. RELEASE; BAR OF CLAIMS ........................................................................................ 16

15. NO ADMISSION; NO DETERMINATION.................................................................... 17

16. ENFORCEMENT OF THE AGREEMENT .................................................................... 17

17. OTHER TERMS AND CONDITIONS OF SETTLEMENT ........................................... 18

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1. Introduction

This Class Action Settlement Agreement and Release (“Agreement”) is entered into
between the individuals defined below as “Class Representatives,” for themselves
individually and on behalf of the Settlement Class as defined in this Agreement, and
NorthShore University HealthSystem (as defined below). The Class Representatives and
NorthShore are, collectively, the “Parties.”

The Parties intend for this Agreement to fully, finally, and forever resolve, discharge, and
settle all Released Claims (as defined below) subject to the terms of this Agreement, and
conditioned upon the Court’s preliminary and final approval.

2. Definitions

Along with the terms identified and defined elsewhere in this Agreement, and as used in
this Agreement, the below terms will have the following meanings:

“Action” means the civil action captioned Doe 1, et al. v. NorthShore University
HealthSystem, Case No. 1:21-CV-05683, pending in the United States District Court for
the Northern District of Illinois before United States District Judge John F. Kness, and the
allegations set forth in the Verified Class Action Complaint filed on October 25, 2021 (ECF
No. 1).

“Claim Form” means the form to be submitted by eligible Class Members to request a
payment from the Settlement Fund, with the contents of the Claim Form to be agreed upon
by the Parties in cooperation with the Settlement Administrator.

“Class” or “Settlement Class” broadly means the class of persons which the Parties seek to
have certified solely for purposes of this Agreement, which is defined as:

All NorthShore Team Members who: (1) between July 1, 2021, and January 1, 2022,
submitted to NorthShore a request for religious exemption and/or accommodation
from its Vaccine Policy requiring COVID-19 vaccination; (2) were denied a
religious exemption and/or accommodation; and (3) either received a COVID-19
vaccine to avoid termination or were discharged or resigned based upon their
religious declination of a COVID-19 vaccine.

“Class Counsel” means the attorneys who sign this agreement as Plaintiffs’ Counsel and
as putative class counsel until the Court appoints counsel to represent the Class in its
preliminary approval order; and following the appointment, “Class Counsel” means the
counsel that the Court appoints to represent the Class.

“Class Member” or “Settlement Class Member” means any person who meets the criteria
set forth in the definition of “Class” and who does not submit a valid Request for Exclusion
that is received by the Settlement Administrator on or before the last day of the Opt-Out
and Objection Deadline and/or who is excluded by the Court pursuant to Fed. R. Civ. P.
23.

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“Class Representatives,” “Named Plaintiffs,” or “Plaintiffs” mean the individual Plaintiffs

in this Action, specifically Jane Doe 1, Jane Doe 2, Jane Doe 3, Jane Doe 4, Jane Doe 5,
Jane Doe 6, Jane Doe 7, Jane Doe 8, Jane Doe 9, Jane Doe 10, Jane Doe 11, Jane Doe 12,
and Jane Doe 13, except those that may opt out of this Settlement or be excluded pursuant
to Section 11. As provided for in this Agreement, Jane Doe 14 is voluntarily dismissing
her claims, and therefore she is not a “Class Member,” “Class Representative,” “Named
Plaintiff,” or “Plaintiff.” All other Persons who were not included as individual Plaintiffs
in this Action in the original Complaint filed on October 25, 2021, and who were
subsequently proposed to be added as individual Plaintiffs but were not approved by the
Court as of the Execution of this Agreement, are not “Class Representatives,” “Named
Plaintiffs,” or “Plaintiffs.” “Class Representatives,” “Named Plaintiffs,” or “Plaintiffs” are
also Class Members or Settlement Class Members.

“Complaint” means the Verified Class Action Complaint filed in this Action on October
25, 2021, including any and all allegations against NorthShore in all proposed or accepted
amendments to the Verified Class Action Complaint filed on February 14, 2022 (ECF No.
74-1), and Plaintiffs’ Second Amended Complaint filed as Plaintiffs’ Supplement to Their
Motion for Leave to Amend Complaint on March 7, 2022 (ECF No. 78).

“Compliance Allocation Group” means all Class Members who submitted a request for
religious exemption and/or accommodation from the Vaccine Policy requiring COVID-19
vaccination between July 1, 2021, and January 1, 2022, but were denied exemption and/or
accommodation and subsequently received a COVID-19 vaccine to avoid termination.

“Court” means the United States District Court for the Northern District of Illinois.

“Effective Date” means the date the Court issues Final Approval of this Agreement.

“Execution” means the signing of this Agreement by all signatories.

“Fairness Hearing” means the hearing where the Court will consider final approval of the
Settlement.

“Final Approval” means the date on which the Court grants final approval of the Settlement.

“Final Order and Judgment” means the order entered by the Court approving the Settlement
and this Agreement under Fed. R. Civ. P. 23 and making such other findings and
determinations as the Court considers necessary to provide Final Approval.

“NorthShore University HealthSystem” or “NorthShore” means NorthShore University

HealthSystem, including its sole corporate parent, NorthShore – Edward-Elmhurst Health,
and all of its current or former subsidiaries, hospitals, affiliates, officers, and directors.

“NorthShore’s Counsel” means the law firms of Winston & Strawn LLP and Seyfarth Shaw
LLP, who are counsel of record for NorthShore in the Action.

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“Notice” means the Notice of Class Action, Proposed Settlement, and Fairness Hearing,
which the Parties will agree upon, the Court will approve, and the Settlement Administrator
will mail to Class Members.

“Notice Plan” means the plan for providing the Notice to Class Members, which the Parties
will agree upon and the Court will approve.

“Opt-Out and Objection Deadline” means the deadline set forth in the Preliminary
Approval Order for a Class Member to submit a Request for Exclusion or an objection.

“Plaintiffs’ Counsel” means Liberty Counsel, counsel of record for Plaintiffs in the Action.

“Plan of Allocation” means the plan for allocating the Settlement Fund (as defined below),
either as described in this Agreement or as may be approved by the Court.

“Preliminary Approval” means the order of the Court preliminarily certifying the
Settlement Class and preliminarily approving the Settlement and the form of Notice to be
sent to Class Members.

“Programmatic Relief” means the non-monetary terms of the Settlement described in

Section 9 of this Agreement, including NorthShore’s development and implementation of
a Revised System Vaccine Program.

“Released Claims” means all claims, demands, and causes of action that were or could
have been asserted by Plaintiffs in their Complaint, as well as all allegations in any
proposed or accepted amendments to the Verified Class Action Complaint, including
Plaintiffs’ Proposed Amended Complaint filed on February 14, 2022 (ECF No. 74-1), and
Plaintiffs’ Second Amended Complaint filed as Plaintiffs’ Supplement to Their Motion for
Leave to Amend Complaint on March 7, 2022 (ECF No. 78), in the Action up to and
through the Effective Date. Specifically included in the Released Claims are all religious
discrimination or related claims arising out of the Named Plaintiffs’ and Class Members’
employment and separation from employment with NorthShore or the nucleus of operative
facts that form the basis of the claims that were or could have been asserted in the Action,
including but not limited to, claims of alleged religious employment discrimination under
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e, et seq. (“Title
VII”); violations of the Illinois Health Care Right of Conscience Act, 745 ILCS 70/1, et
seq.; claims under Illinois Human Rights Act; any breach of contract or employment
agreement; and any other employment discrimination or related retaliation claims under
federal, state, or local statute, common law, or regulation, including but not limited to
claims of retaliatory discharge, wrongful termination, intentional infliction of emotional
distress, interference with contractual or other legal rights, invasion of privacy, personal
injury, negligence, misrepresentation, or public policy violations. Released Claims do not
include or cover any action, omission, or claims that have not yet occurred or accrued as
of the Effective Date, including any of the claims specified in Section 14.4.

“Request for Exclusion” means the form that must be completed and returned in the time
and manner specified in this Agreement or in the Preliminary Approval Order for a Class
Member to request exclusion from the Class.

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“Settlement” means the class action settlement between the Parties as reflected in this
Agreement.

“Settlement Administrator” means American Legal Claim Services LLC, designated

hereunder to fulfill the administrative duties set forth in this Agreement.

“Team Member” or “Team Members” mean any individual who previously or currently
works at, has staff privileges, or provides services at any NorthShore facility. It includes,
without limitation, employees, contractors and their employees, physicians, staff, and
volunteers.

“Termination Allocation Group” means any Class Member who did not receive a COVID-
19 vaccine and was subsequently discharged or terminated, or who incurred adverse
employment action or resigned based upon their religious declination of a COVID-19
vaccine.

“Vaccine Policy” means NorthShore’s Team Member required vaccination policy as

amended from time to time, including NorthShore’s COVID-19 vaccination requirement
issued on August 16, 2021, including any subsequent revisions thereof prior to the
Effective Date.

3. Restrictions on Use of Agreement

3.1. This Agreement is for settlement purposes only and is a compromise to avoid the
inherent risks and expenses posed by continued litigation of the claims in the Action.

3.2. The Parties agree that, in consideration for the undertakings, promises, and
payments in this Agreement and upon the entry by the Court of the Final Order and
Judgment, the Action will be settled and compromised upon the terms set forth in
this Agreement.

3.3. The Parties have agreed to enter into this Agreement as a suitable compromise of
the claims in the Action to put all controversy to rest and avoid the uncertainty, risk,
expense, and burden of protracted and costly litigation that would be involved in
prosecuting and defending the Action.

3.4. Acceptance or approval of this Agreement does not establish or admit any liability
on the part of NorthShore for any of the allegations or claims in the Complaint.
NorthShore has denied and continues to deny each allegation and all charges of
wrongdoing or liability of any kind asserted in the Complaint.

3.5. Subject to the Court’s approval, NorthShore conditionally agrees and consents to
jurisdiction, venue, and certification of the Class only for settlement purposes and
within the context of this Agreement.

3.6. If the Settlement is not approved or this Agreement is otherwise terminated, the
Parties expressly reserve all rights, claims, objections, and defenses in the Action,
as well as the right to challenge the merits of all allegations in the Complaint. Class

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Representatives, individually and on behalf of the Class, reserve their rights to

pursue their claims in the Action on any available factual, procedural, equitable, or
legal grounds.

4. Cooperation

4.1. The Parties agree that they will cooperate in carrying out all terms of this
Agreement and work in good faith to accomplish the terms of this Agreement. The
Parties agree to accept non-material and procedural changes to this Agreement if
required by the Court in connection with Final Approval of the Settlement. The
Parties are not obligated to accept any changes in the monetary relief amount or
any material change in the substantive Programmatic Relief or any other material
substantive change.

4.2. The Parties agree that this Settlement will terminate all discovery obligations by
both Parties relating to the claims in this Action or any other litigation based on
the claims and allegations asserted in the Complaint, except for any claims or
litigation brought by persons who are excluded or opt out of this Agreement under
Section 11. For the avoidance of doubt, this Section 4.2 bars non-excluded
Plaintiffs or any non-excluded Class Member from serving discovery requests,
subpoenas, or requests for information in whatever form on NorthShore in relation
to the claims and allegations asserted in the Complaint, and NorthShore may assert
this Section 4.2 as a complete defense to any such request.

5. Settlement Class and Certification

5.1. Concurrently with their joint motion requesting Preliminary Approval, the Parties
will jointly request that the Court certify the following Class, for settlement
purposes, under Rules 23(b) and (e) of the Federal Rules of Civil Procedure:

All NorthShore Team Members who: (1) between July 1, 2021, and January 1,
2022, submitted to NorthShore a request for religious exemption and
accommodation from its Vaccine Policy requiring COVID-19 vaccination; (2)
were denied a religious exemption and/or accommodation; and (3) either
received a COVID-19 vaccine to avoid termination or were discharged or
resigned based upon their religious declination of a COVID-19 vaccine.

5.2. Based upon its review of employment records, NorthShore estimates that
approximately 523 Team Members requested and were denied religious exemption
and/or accommodation to its Vaccine Policy requiring COVID-19 vaccination
between July 1, 2021, and January 1, 2022. Of these Team Members, NorthShore
further estimates that approximately 204 became compliant with the Vaccine
Policy’s COVID-19 vaccination requirement; and 269 were discharged or resigned
based upon their religious declination of a COVID-19 vaccine. In the event that the
number of valid Claim Forms filed pursuant to the terms set forth in Section 8.2
exceeds NorthShore’s estimate of 523 Team Members by eight percent (8%) or
more, Plaintiffs will have the option to renegotiate and/or terminate this Agreement.

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In the event that Plaintiffs intend to renegotiate and/or terminate this Agreement as
set forth in this Section 5.2, Class Counsel must provide written notice of Plaintiffs’
intent by email to NorthShore’s Counsel within 14 days after the deadline for
submission of Claim Forms as set forth in Section 8.2.

5.3. Notwithstanding the provision of Section 4.2, within 30 days after the Execution of
this Agreement, NorthShore will provide the following documents to Class Counsel,
to enable Class Counsel to verify the size and make-up of the Class and the
eligibility of any claimant to payment out of the Settlement Fund, and to facilitate
notices to the Class: (a) a list with the full name and last provided information, if
any, on the address, email address, telephone number and employee identification
number of each Team Member who requested and was denied religious exemption
and/or accommodation to NorthShore’s Vaccine Policy’s requirement for COVID-
19 vaccination between July 1, 2021, and January 1, 2022; (b) an identification of
which of these Team Members became compliant with NorthShore’s Vaccine
Policy, and which of these Team Members were discharged or resigned after
remaining non-compliant with its Vaccine Policy; and (c) the religious exemption
request(s) submitted to NorthShore by each of these Team Members. In the event
the Settlement Administrator or Class Counsel needs reasonable additional
information from NorthShore to verify the eligibility of any claimant to receive
payment from the Settlement Fund, or to provide notice to a claimant, NorthShore
will work in good faith with the Settlement Administrator or Class Counsel to
provide it. In the event that the Settlement Administrator or Class Counsel request
that NorthShore confirm that claimants’ personal information matches
NorthShore’s employment records (including without limitation the claimants’
social security or taxpayer identification numbers), NorthShore will work in good
faith with the Settlement Administrator or Class Counsel to timely provide such
confirmation.

5.4. Class Counsel and the Settlement Administrator will treat these documents as
“Confidential” under the existing Protective Order in this Action, and will use these
documents solely for the purposes permitted by Section 5.3. Class Counsel may
share these documents with the Settlement Administrator to facilitate the
administration of the Settlement Fund.

6. Voluntary Dismissal of Doe 14’s Claims

Because her religious exemption and accommodation request was approved by NorthShore,
Doe 14 agrees that she is not part of the Class. Within 14 days after the Execution of this
Agreement, the Parties will file a stipulation of dismissal with prejudice of Doe 14’s claims
pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure.

7. Settlement Fund

7.1. Within 30 days after Preliminary Approval, NorthShore will deposit $30,000.00
into an account established by the Settlement Administrator to create the Settlement
Fund. These funds will be used for the administration of the Settlement Fund as set

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forth in Sections 7.5 and 8.1 of this Agreement. Any and all administrative costs
related to the Settlement, or the Settlement Fund, will be paid out of the Settlement
Fund.

7.2. Within 35 days after entry of final judgment, NorthShore will deposit an additional
$10,307,500.00 into the Settlement Fund. If any appeal is taken from the entry of
final judgment, NorthShore will not deposit any additional payment into the
Settlement Fund until all appeals are finally resolved. NorthShore will not be asked,
required, or otherwise compelled to contribute any funds in addition to those
identified in Section 7.1 and 7.2.

7.3. Class Counsel and the Settlement Administrator will select the Settlement Fund
account and the Settlement Fund depository bank.

7.4. The Settlement Fund will be a court-approved Qualified Settlement Fund (QSF) for
federal tax purposes under Treas. Reg. § 1.468B-1. NorthShore will be the
“transferor” to the QSF within the meaning of Treas. Reg. § 1.468B-1(d)(1). The
Settlement Administrator will be the “administrator” of the QSF within the
meaning of Treas. Reg. § 1.468B-2(k)(3), responsible for filing all tax returns
relating to the QSF, paying from the QSF any taxes owed by or connected to the
QSF, and complying with any applicable information reporting or tax withholding
requirements imposed by Treas. Reg. § 1.468B-2(l)(2) or any other applicable law.
NorthShore will provide the Settlement Administrator with any documentation
reasonably necessary to facilitate obtaining QSF status for the Settlement Fund
under Treas. Reg. § 1.468B-l.

7.5. All monetary obligations related to this Agreement, including the expenses of the
Settlement Administrator and Notice and Notice Plan expenses, will be paid out of
the Settlement Fund. Class Counsel will draw on the Settlement Fund for any
payments to Settlement Class Members, Service Awards (as defined below),
payment of attorneys’ fees and costs to Class Counsel, and any other administrative
fees and expenses. Class Counsel must approve any payments to the Settlement
Administrator before the Settlement Administrator incurs such expenses. The
Parties intend that, after the foregoing payments and disbursements are made, no
funds will remain in the Settlement Fund. If any funds remain, they will be disposed
of in accordance with Section 8.3.

7.6. If this Agreement is terminated prior to Final Approval, the Settlement

Administrator will return all funds to NorthShore within ten days after the
termination date, except that the Settlement Administrator need not return any
funds already spent on Notice, the Notice Plan, and reasonable Settlement
Administrator expenses incurred before the termination date, as demonstrated by
supporting documentation.

7.7. Once deposited by NorthShore, the Settlement Fund will be in custodia legis of the
Court and will remain subject to the Court’s jurisdiction until the funds are
distributed or returned pursuant to the Agreement or order of the Court.

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7.8. No person will have any claim against the Class Representatives, Class Counsel,
counsel of record for any party in the Action, the Settlement Administrator, or any
other person designated by Class Counsel, based on determinations or distributions
made pursuant to this Agreement, the Plan of Allocation, administration of the
Settlement Fund, or order of the Court.

8. Plan of Allocation

8.1. In their joint motion requesting the Court’s Preliminary Approval of this
Agreement, the Parties will request that the Court approve the following Plan of
Allocation of the Settlement Fund:

8.1.1. Payment of all approved expenses incurred by the Settlement Administrator;

8.1.2. Payment of $2,061,500 to Liberty Counsel, as and for reasonable attorneys’

fees and costs incurred in the Action and in obtaining the Settlement Fund;

8.1.3. Payment of $260,000, in equal shares, to each of the Class Representatives,

as and for Service Awards for their efforts and service to the Class;

8.1.4. After deduction of the payments described in Paragraphs 8.1.1 through 8.1.3,
payment of nine percent (9%) of the remaining Settlement Fund in equal
shares to each member of the Compliance Allocation Group who files a
valid and timely Claim Form prior to the deadline imposed by the Court;
and

8.1.5. After deduction of the payments described in Paragraphs 8.1.1 through 8.1.3,
payment of ninety-one percent (91%) of the remaining Settlement Fund in
equal shares to each member of the Termination Allocation Group who files
a valid and timely Claim Form prior to the deadline imposed by the Court.

8.2. Payments to Settlement Class Members

8.2.1. Class Members may submit one claim per Class Member to receive a
distribution from the Settlement Fund according to the Plan of Allocation.
Each Class Member may be part of only one Allocation Group (Compliance
or Termination). The deadline for Class Members to submit a timely Claim
Form shall be no less than 30 days before the date of the Fairness Hearing.

8.2.2. The method for submitting a claim and for receiving a distribution will be
described and provided in the Notice after consultation with the Settlement
Administrator and approval by the Court. Class Members will need to prove
eligibility by means reasonably resistant to fraud through a process to be
mutually agreed upon by the Parties after consultation with the Settlement
Administrator.

8.2.3. To submit a claim, each Class Member must provide to the Settlement
Administrator at least (i) the Class Member’s full name, address, email

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address, telephone number(s), NorthShore employee identification number

(if applicable and known), and social security number or taxpayer
identification number; (ii) an attestation that the Class Member meets the
eligibility requirements to be a Class Member and identifies the Class
Member’s Allocation Group; (iii) information sufficient for the Settlement
Administrator to make a distribution to the Class Member; and (iv) a
statement under penalty of perjury that the Class Member has submitted
correct information and has not submitted more than one claim. Class
Members whose identifying details do not match the information found in
NorthShore’s employment records will be required to provide additional
information deemed necessary by the Settlement Administrator to avoid
fraud, such as proof of address or name change and/or a legible color copy
of the Class Member’s driver’s license or state-issued identification.

8.2.4. Any Class Member with a valid claim who fails to provide sufficient or
correct information or fails to submit a valid claim within the time identified
in the Notice waives any right to any payment from the Settlement Fund
and any future ability to make an individual Released Claim.

8.2.5. The Settlement Administrator and Class Counsel will review all claims to
determine their validity. The Settlement Administrator, in consultation with
Class Counsel, may reject any claim that (i) does not materially comply with
the instructions in the Notice; (ii) is not submitted by a Class Member; (iii)
is a duplicate of another claim; (iv) is fraudulent, as reasonably determined
by the Settlement Administrator; or (v) is submitted after the deadline for
claim submission as determined by the Court. The Settlement
Administrator’s decision will be final as to the determination of a claim’s
validity.

8.2.6. Claims of Class Members that are deemed valid will be paid out by the
Settlement Administrator within sixty (60) days after Final Approval.

8.3. Residue. The Parties intend that the entire Settlement Fund be distributed in
accordance with the Plan of Allocation, and that no funds remain after the
distribution. In the unanticipated event that any funds remain following the initial
distribution of funds pursuant to the Plan of Allocation, the Parties will meet and
confer, and propose to the Court, a plan for the subsequent distribution of funds,
either to the Class Members (if practicable, in light of the costs of a second
distribution) or as a cy pres distribution to a charitable organization selected by the
Class Counsel and approved by the Court. In no event shall any amount of the
Settlement Fund revert back to NorthShore or Class Counsel.

8.4. Tax Matters

8.4.1. The payments from the Settlement Fund may be subject to applicable taxes,
deductions, and withholdings. The Settlement Administrator will report all
payments from the Settlement Fund to taxing authorities as may be required

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by law. It shall be the exclusive responsibility of each recipient of funds

from the Settlement Fund to determine and satisfy any tax liability on any
of the funds received from the Settlement Fund.

8.4.2. Plaintiffs are informed and in good faith believe that they and other Class
Members in the Compliance and Termination Allocation Groups incurred
damages for pain and suffering and emotional distress in excess of the
payments provided for these Allocation Groups under Sections 8.1.4 and
8.1.5, and, as such, these payments are for pain and suffering and emotional
distress, and not for back or future wages. NorthShore takes no position on
the allocation of settlement payments.

8.4.3. NorthShore is not involved in any manner in the allocation of the settlement
payments or their apportionment for tax and other purposes, and such
determinations are being made solely by Plaintiffs, Plaintiffs’ counsel,
and/or the Settlement Administrator. Plaintiffs and Plaintiffs’ Counsel, on
behalf of themselves and the Class Members, acknowledge that they have
not relied on any statements or representations by NorthShore or its
attorneys with respect to the tax treatment of the settlement payments
described in this Agreement. If any taxing body determines that the tax
treatment was incorrect, that greater amounts should have been withheld
from any payment above (or any part thereof), or one or more recipients of
settlement payment under this Agreement have failed to properly report and
or pay tax on the amount received, the recipient of such payment
acknowledges and assumes all responsibility for paying those amounts and
further agrees to indemnify and hold NorthShore harmless for payment of
any taxes related to the settlement payment to such recipient, and any
additional taxes and any interest and penalties thereon.

9. Programmatic Relief

9.1. The Programmatic Relief embodied in this Agreement will remain binding on the
Parties, their agents, and their successors for three (3) years following the Effective
Date.

9.2. NorthShore will revise its System Vaccine Program, effective no later than the
Effective Date, as detailed in Addendum 1.

9.3. In addition to the policy revisions detailed in Addendum 1, the Parties agree that:

9.3.1. Rehire of Class Representatives. No later than 30 days after the date of
Preliminary Approval, the Named Plaintiffs identified in Addendum 2 may
apply for re-employment to the “Rehire Accommodation” positions at
NorthShore identified for each listed Named Plaintiff, and NorthShore will
grant each listed Named Plaintiff who re-applies a religious exemption to
the Vaccine Policy and accommodation based on the Named Plaintiff’s
original exemption request. Any Named Plaintiff who is hired by

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NorthShore pursuant to this Section 9.3.1 shall be entitled to retain his or

her seniority (including for purposes of benefits accrual) held at the time of
his or her separation from NorthShore. NorthShore will communicate re-
employment offers and terms, including position, compensation, benefits,
and religious accommodation to the Vaccine Policy’s requirement of
COVID-19 vaccination to each Named Plaintiff who applies for re-
employment pursuant to this Section 9.3.1 no less than ten (10) days before
the Opt-Out and Objection Deadline. Any Named Plaintiff, whether listed
in Addendum 2 or not, who does not apply for re-employment as set forth
in Addendum 2 and in this Section 9.3.1 may apply for re-employment as a
Termination Allocation Group member pursuant to the terms of Section
9.3.2.

9.3.2. Rehire of Termination Allocation Group Members. No later than 90

days after the Effective Date, each member of the Termination Allocation
Group may apply for re-employment to any open position at NorthShore
including, to the extent available, the same or a similar position he or she
held at the time of his or her termination and based on the following factors:

a. NorthShore will offer re-employment to members of the

Termination Allocation Group based on individual review and
determination of qualifications for the open position.

b. NorthShore does not guarantee or warrant that each member of the

Termination Allocation Group who reapplies will be hired or earn
pay, benefits and/or other consideration equal to that which he or
she earned prior to termination, particularly if hired for a different
position.

c. Any member of the Termination Allocation Group who is re-

employed by NorthShore on or before the date 90 days after the
Effective Date shall be entitled to retain his or her seniority
(including for purposes of benefits accrual) held at the time of his or
her termination.

d. Any member of the Termination Allocation Group seeking a

religious exemption from and accommodation to NorthShore’s
Vaccine Policy must apply through NorthShore’s then-current
application form and review process. Exemptions and
accommodations will be evaluated under NorthShore’s System
Vaccine Program, as revised.

e. It is understood and agreed that any claims that may arise out of
NorthShore’s actions or omissions after the Effective Date of this
Agreement with respect to the hiring of members of the Termination
Allocation Group or the handling of any of their religious exemption
requests are not part of the Released Claims.

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9.3.3. NorthShore will seek to offer reasonable accommodations for all Team
Members in all positions who obtain approved vaccination exemptions
under NorthShore’s System Vaccine Program. No position at NorthShore
will be unavailable to any Team Member with an approved religious
exemption solely because of the Team Member’s COVID-19 vaccination
status, subject to reasonable accommodation based on the workplace setting
as determined by NorthShore. Any approved accommodation will reflect
clinical assessment, best practices, and/or compliance with applicable law,
regulation, or government order, and may include COVID-19 testing at
NorthShore’s expense, as well as personal protective equipment (PPE)
requirements based on the Team Member’s specific role, setting, and
NorthShore’s clinical assessment. NorthShore may adjust such
accommodation requirements in good faith based on the evolution of the
virus and/or applicable law, regulation, or government order.

9.4. General Non-Discrimination Provisions

9.4.1. NorthShore will not discriminate against any Team Member, including with
respect to compensation, terms, conditions, or privileges of employment, on
the basis of the Team Member’s sincerely-held religious beliefs regarding
vaccination, or the Team Member’s vaccination state based on his or her
sincerely-held religious beliefs.

9.4.2. NorthShore will not retaliate against any Team Member for requesting
religious exemption or accommodation, reporting religious discrimination,
participating in any internal complaint process, participating in this Action,
participating in this or any settlement, or filing a lawsuit or complaint with
any outside agency or entity alleging religious discrimination.

9.4.3. Nothing in this Settlement will prevent a Class Representative Plaintiff or

other Class Member from pursuing any legal rights or remedies not covered
by the Released Claims, including any claims for religious discrimination
accruing on or after the Effective Date.

10. Court Approval, Notice, and Fairness Hearing

10.1. Jurisdiction. Subject to the Court’s approval, NorthShore and Plaintiffs’ Counsel
conditionally agree and consent to jurisdiction, venue, and certification of the Class
only for settlement purposes and within the context of this Agreement.

10.2. Preliminary Approval. The Parties will jointly submit to the Court a motion for an
order (i) conditionally certifying the Class; (ii) granting preliminary approval of the
Settlement as reflected in this Agreement; (iii) approving the Notice Plan; (iv)
setting the deadlines for submissions of opt-outs, objections, and Claim Forms; and
(v) setting the Fairness Hearing and/or Final Approval hearing.

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10.3. Notice

10.3.1. The Parties will agree to the Notice Plan and submit it to the Court for
approval as soon as is reasonably practicable or by any deadline set by the
Court. The Parties will also agree on the text and content of the Notice,
subject to the Court’s approval.

10.3.2. NorthShore will provide information in its possession or control concerning

contact information for the Class Members.

10.3.3. The Notice Plan will include procedures for handling, protecting, securing
and using the personal information of Class Representatives and Class
Members.

10.3.4. NorthShore will timely comply with the notice requirements imposed by
the Class Action Fairness Act (CAFA), 28 U.S.C. § 1715, and will promptly
provide to Class Counsel proof of such compliance, including copies of all
notices it sent pursuant to that statute.

11. Exclusions and Opt-Outs

11.1. Any Class Member may request exclusion from the Settlement Class by mailing to
the Settlement Administrator a Request for Exclusion—a written, signed statement
that the Class Member is opting out of the Settlement. Requests for Exclusion must
be postmarked by the deadline that will be set by the Court.

11.2. The Settlement Class will not include those Class Members who timely submitted
a Request for Exclusion, and any Class Member who opts out is not entitled to any
monetary benefit under this Agreement.

11.3. To be effective, a Request for Exclusion must include the language specified in the
Notice confirming that the Class Member knows that by opting out of the
Settlement, the Class Member will forego the opportunity to receive any monetary
benefit from this Settlement. Class Members who have timely and properly opted
out of the Settlement as set forth in this Paragraph may not participate in the
Fairness Hearing.

11.4. Within seven (7) days after the Opt-Out and Objection Deadline, the Settlement
Administrator will provide the Parties a list of all persons who opted out by validly
requesting exclusion. Class Counsel must file with the Court all timely opt-out
statements. With the Court’s permission, this filing shall be made under seal to
protect the privacy interests of the persons opting out.

11.5. The Parties may challenge the timeliness and validity of any Request for Exclusion.
The Court will determine whether any contested Request for Exclusion is valid.

11.6. Any Class Member who files a Request for Exclusion may rescind the Request for
Exclusion. To be effective, any such rescission must be in writing and must be

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received by the Settlement Administrator by no later than the day before the
Fairness Hearing.

11.7. If eight percent (8%) of Class Members or more have validly opted out as of the
Fairness Hearing, NorthShore will have the option to renegotiate and/or terminate
this Agreement. In the event that NorthShore intends to renegotiate and/or
terminate this Agreement as set forth in this Section 11.7, NorthShore’s Counsel
must provide written notice of NorthShore’s intent by email to Class Counsel
within 14 days after the Settlement Administrator provides the final opt-out list
referenced in Section 11.4 of this Agreement.

11.8. Any Class Member who does not affirmatively opt-out of the Settlement by
submitting a timely and valid request pursuant to the terms of this Section, will be
bound by all of the terms of the Settlement as well as any judgment that may be
entered by the Court after it grants Final Approval.

12. Objections

12.1. Only Settlement Class Members will be eligible to object to this Agreement.

12.2. Objections to this Agreement must: be in writing, signed, and filed with the Court
(with copies served on the Parties’ counsel); include a written statement that
describes the basis of the objection; and indicate whether the Settlement Class
Member intends to appear at the Fairness Hearing. To be timely and considered by
the Court, objections must be postmarked on or before the Opt-Out and Objection
Deadline that will be set by the Court.

12.3. An objector’s written statement must include: (i) the name of the Action and a
description of the objection(s), including any evidence and applicable legal
authority and any supporting evidence the objector wishes to introduce; (ii) the
objector’s full name, address, email address, and telephone number(s); (iii) whether
the objection applies only to the objector, a specific subset of the Settlement Class,
or the entire Settlement Class; (iv) the identity of all counsel who represent the
objector, including former or current counsel who may be entitled to compensation
for any reason related to the objection, along with a statement of the number of
times in which that counsel has objected to a class action settlement within five
years preceding the submission of the objection, the caption of the case for each
prior objection, and a copy of any relevant orders addressing the objection; (v) all
agreements relating to the objection between the objector or objector’s counsel and
any other person or entity; (vi) the objector (and the objector’s attorney’s) signature
on the written objection; and (vii) a declaration under penalty of perjury that the
information provided by the objector and objector’s counsel is true and correct.

12.4. A Settlement Class Member may object either on the Settlement Class Member’s
own behalf or through an attorney hired at the Settlement Class Member’s own
expense. If a Settlement Class Member hires an attorney other than Class Counsel
to represent the Settlement Class Member, the attorney must (i) file a notice of

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appearance with the Court no later than the Opt-Out and Objection Deadline, and
(ii) deliver a copy of the notice of appearance to Class Counsel and NorthShore’s
counsel no later than the Opt-Out and Objection Deadline. Settlement Class
Members, or their attorneys, intending to appear at any hearing relating to this
Agreement, including the Fairness Hearing, must deliver, and file with the Court, a
notice of their intention to appear at that hearing, to Class Counsel and
NorthShore’s counsel no later than 30 days before the hearing at which they plan
to appear, or as the Court otherwise may direct.

12.5. Objectors who fail to timely file and serve written objections will be deemed to
have waived any objections and will be foreclosed from making any objection
(whether by appeal or otherwise) to this Settlement.

12.6. Only Settlement Class Members who timely file with the Court their signed, written
objections and state in writing their intent to appear may appear at the Fairness
Hearing. No Settlement Class Member may appear at the Fairness Hearing to object
to the Settlement without first having filed with the Court the Settlement Class
Member’s objection(s) within the deadline that will be set by the Court.

12.7. At no time shall any Party or counsel for any Party seek, solicit, or otherwise
encourage any Plaintiff, Class Member, or Settlement Class Member to submit an
objection to the Settlement or to appeal from the Court’s approval of the Settlement.

13. Termination or Modification of Agreement

13.1. This Agreement is expressly contingent on both (i) the entry of the Preliminary
Approval order approving this Agreement, including the Notice Plan and (ii) the
Final Order and Judgment approving this Agreement and the expiration of all
appeal periods and appeal rights without material modification of the Final Order
and Judgment. If the Court declines to issue either the Preliminary Approval order
or the Final Order and Judgment approving this Agreement following the Fairness
Hearing, then this Agreement will be deemed terminated unless otherwise mutually
agreed by the Parties.

13.2. If the Final Order and Judgment is vacated or reversed by a reviewing court in
whole or in part in any manner that prohibits subsequent approval of the Agreement
without material modification, then this Agreement will be deemed terminated,
unless all Parties who are adversely affected agree in writing to proceed with this
Agreement as modified.

13.3. If this Agreement is deemed terminated by refusal of the Court to approve or affirm
approval of the Agreement, it will have no force or effect, will be void, and will not
be admissible as evidence for any purpose in any pending or future litigation in any
jurisdiction.

13.4. If this Agreement does not become final and binding, each of the Parties reserves
the right to prosecute the Action, and no Party will be deemed to have waived any
claims, objections, rights, defenses, legal arguments, or positions.

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13.5. If the Court identifies any defect with the terms of this Agreement, the Parties agree
to work together in good faith to cure any such defect and renegotiate the
Agreement accordingly, if this can be done consistent with the agreed upon terms
of settlement.

13.6. If the Court does not approve the Settlement, or if this Agreement is terminated or
fails to become effective (or if, following approval by this Court, such approval is
reversed or substantively modified), the Parties will be restored to their positions
that existed before entering into this Agreement. As a result, the terms and
provisions of this Agreement will have no force or effect and will not be used in
this Action or any proceeding for any purpose; the Settlement Fund will be returned
to NorthShore (after deducting all costs and expenses, including costs of providing
Notice to Class Members, paid or incurred by the Settlement Administrator as of
the date of termination); and the litigation of the Action will resume as if there had
been no Agreement, with no stipulated Class. The Parties retain all rights, claims,
and defenses as to class certification and otherwise as to any of the allegations
asserted in this Action. This Agreement will not represent a cap on damages
available to the Named Plaintiffs or the Class, nor any admission of liability, nor
that class wide treatment is proper in this Action.

13.7. Except where specifically provided, this Agreement may not be amended or
modified without the Parties’ express written consent.

14. Release; Bar of Claims

14.1. All Class Members who do not timely opt out of this Settlement will deemed to
release all Released Claims.

14.2. Any Plaintiff or Class Member who receives a Service Award or any payment in
excess of the payment received by other similarly situated Settlement Class
Members will execute a separate and individual release. The separate and
individual release will not be inconsistent with this Agreement and will not exceed
the scope of the Release provided for in this Agreement. The Parties will mutually
negotiate and agree upon the terms of the separate and individual release and will
endeavor to do so prior to August 5, 2022, or as soon as is reasonably practicable
thereafter. The separate and individual release will be executed by Service Award
recipients within 14 days after the Opt-Out deadline.

14.3. Released Claims will not be deemed to release, remise, waive, acquit, affect, or
discharge any claims that are not releasable under the law, such as for
unemployment or worker’s compensation benefits, or any claims or defenses
arising from enforcement of this Agreement. Plaintiffs and Class Members each
acknowledge that they have received all compensation due from NorthShore prior
to the Effective Date. Nothing in any part of this Agreement is intended to limit the
right of any Plaintiff or Class Member to: (i) file a charge or complaint with any
administrative agency, such as the U.S. Equal Employment Opportunity
Commission or a state fair employment practices agency, or communicate directly

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with or provide information (including testimony) to an agency, or otherwise

participate in an agency proceeding; or (ii) communicate with law enforcement or
his or her attorney. Nonetheless, Plaintiffs and Class Members waive all rights to
any money or other individual relief based on any agency or judicial decision,
including class or collective action rulings. Plaintiffs and Class Members may,
however, receive money properly awarded by the U.S. Securities and Exchange
Commission (SEC) as a reward for providing information to that agency.

14.4. Released Claims do not include or cover any action, omission, or claim that has not
yet occurred or accrued as of the Effective Date. To illustrate for the avoidance of
doubt, and not limit the scope of this exclusion, the Parties agree that Released
Claims do not include claims arising out of any decision or omission by NorthShore
after the Effective Date to: unlawfully deny employment to any Termination
Allocation Group member who seeks reemployment with NorthShore, unlawfully
discharge or take adverse action against any Class Member employed by
NorthShore, unlawfully deny a religious exemption or reasonable accommodation
to any Team Member or prospective Team Member, or to otherwise apply,
implement, or change any aspect of its Vaccine Policy or System Vaccine Program
in a manner inconsistent with applicable laws, regulations, rules, and/or orders.

14.5. Released Claims do not include or cover any action, omission, or claim that any
Class Member may have against the State of Illinois or its subsidiaries.

15. No Admission; No Determination

This Agreement does not and is not intended to constitute, nor will it be deemed to
constitute, an admission by any party as to the merits, validity, or accuracy of any of the
allegations, claims, or defenses of any party in this case. The Class Representatives
continue to assert the merits and validity of their claims, including their claims under 42
U.S.C. § 2000e (Title VII) and the Illinois Healthcare Right of Conscience Act, 745 Ill.
Comp. Stat. 70/1 et seq. NorthShore continues to deny all claims as to wrongdoing, liability,
damages, penalties, interest, fees, injunctive relief, and all other forms of relief, as well as
the class allegations asserted in the Action. This Agreement cannot and will not be
construed as an admission of liability on any claim or in any form against NorthShore.

16. Enforcement of the Agreement

16.1. The Court will retain jurisdiction to enforce the terms of this Agreement, and all
Parties submit to the jurisdiction of the Court to implement and enforce the
Settlement embodied in this Agreement. As part of its continuing jurisdiction, the
Court may amend, modify, or clarify orders issued in connection with this
Agreement upon good cause shown by a Party. No other court or tribunal will have
jurisdiction over claims or causes of action arising under this Agreement.

16.2. Federal law will govern the validity, construction, and enforcement of this
Agreement. If state law is deemed by a court of competent jurisdiction to govern

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the validity, construction, or enforcement of this Agreement, then the substantive

law of Illinois will apply.

16.3. The prevailing party in any action or proceeding in which is asserted a claim or
cause of action for breach of this Agreement will be entitled to recover all
reasonable costs and attorneys’ fees incurred in connection with the action or
proceeding.

16.4. Only Class Counsel or NorthShore’s counsel will prosecute enforcement of this
Agreement.

17. Other Terms and Conditions of Settlement

17.1. Each Party and its respective counsel agrees to not make any defamatory statements
about any other Party. This provision does not enlarge, contract, or otherwise
modify the requirements of, or remedies available under, defamation law. This
provision also does not impose any responsibility on any person for any statement
allegedly made by another person.

17.2. NorthShore and its counsel agree to not make any statements purporting to be on
behalf of any Plaintiff or their counsel. Plaintiffs and their counsel agree to not
make any statements purporting to be on behalf of NorthShore or its counsel. This
provision also does not impose any responsibility on any person for any statement
allegedly made by another person.

17.3. In their joint motion requesting the Court’s Preliminary Approval of this
Agreement, Plaintiffs will request that the Court withdraw and/or not adjudicate
Plaintiffs’ motion for leave to amend their Complaint, which is still pending in the
Action. In the event any Plaintiff decides to proceed with any constitutional or legal
claim against the State of Illinois, including any claim arising out of the amendment
of the Illinois Health Care Right of Conscience Act, such Plaintiff must do so in a
separate action that does not include NorthShore.

17.4. Arms-Length Negotiation and Cooperation

17.4.1. This Agreement has been negotiated at arms’ length by Class Counsel and
NorthShore’s counsel. All terms and conditions of this Agreement in the
exact form set forth in this Agreement are material to this Agreement and
have been relied upon by the Parties in entering into this Agreement, unless
otherwise expressly stated.

17.4.2. If any dispute arises out of this Agreement or in any proceeding to enforce
this Agreement, no Party will be deemed to be the drafter of this Agreement
or any particular provision. No part of this Agreement will be construed
against any Party based on that Party’s identity as the drafter of any part of
this Agreement.

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17.5. Entire Agreement

17.5.1. This Agreement, including each addendum hereto, contains the entire
agreement and understanding of the Parties regarding the Settlement. This
Agreement imposes no obligations on the Parties beyond the Agreement’s
terms.

17.5.2. Each provision and term of this Agreement will be interpreted so as to be

valid and enforceable.

17.5.3. Paragraph and section headings are for convenience of reference only and
are not intended to create substantive rights or obligations.

17.5.4. This Agreement may be executed in counterparts. Each signed counterpart,

together with the others, will constitute the full Agreement.

17.6. Agreement Binding. As of the date of Execution, this Agreement will be binding in
all respects unless the Court fails to approve the Settlement, after which the
Agreement is deemed terminated and void.

17.7. Parties’ Authority

17.7.1. The signatories represent that they are fully authorized to enter into this
Agreement and bind the Parties to its terms.

17.7.2. The Parties acknowledge that through this Agreement and its attachments,
they and the Class Members are being advised that they may consult an
attorney regarding their participation in this Agreement.

17.7.3. The Parties also acknowledge that competent, experienced counsel have
represented them throughout all negotiations preceding the Agreement’s
Execution and that this Agreement is made with the consent and advice of
counsel who have jointly prepared this Agreement.

[This space is intentionally left blank; signature page follows.]

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ADDENDUM 1
NORTHSHORE UNIVERSITY HEALTHSYSTEM
REVISED SYSTEM VACCINE PROGRAM - 2022
Overview:
• NorthShore will maintain a team member vaccination policy which may include without
limitation: MMR, Tdap, Varicella, Hepatitis B, COVID-19, and annual seasonal influenza.
• NorthShore will maintain an exemption process for team members to apply within dedicated time
frames for an exemption from vaccination policy compliance. Such exemption request process will
also be made available to new applicants.
• The exemption process will be consistent with the COVID-19 vaccination rule issued by the
Centers for Medicare and Medicaid Services (subject to any subsequent amendment thereof), and
the ruling of the United States Supreme Court in Biden v. Missouri (January 13, 2022).
• NorthShore may adjust its vaccine program and accommodation requirements to comply with
applicable laws, regulations, rules, or orders and/or in response to future disease, pandemics, or
health risks requiring such countermeasures based on NorthShore’s clinical assessment.
• NorthShore will review each individual’s exemption request pursuant to applicable criteria for
granting a medical or religious exemption, engage the individual in such review, and determine if
the request is granted or denied based on such individual assessment.
• If an individual is granted an exemption, NorthShore will engage in an accommodation review
based on the individual’s circumstances, including their current role and workplace setting,
applicable law/regulation, and other relevant guidance or data, to determine what if any
accommodations may be required or available.
• NorthShore will seek to accommodate those employees and/or new applicants across all workplace
settings with approved exemptions if possible.
Proposed Timeline:
Current September 2022 October 2022 December 2022
Launch 2022 revised Vaccine compliance
Communicate System Exemption
Vaccine Program and deadline with exemption
Vaccine Program applications due with
exemption application decisions/accommodations
updates for Fall 2022 45 day review period
process finalized.

Review exemption requests and offer accommodations for

applicants granted exemptions from vaccine program compliance.
Case: 1:21-cv-05683 Document #: 107-1 Filed: 07/29/22 Page 24 of 24 PageID #:1607

ADDENDUM 2

RE-EMPLOYMENT ACCOMMODATIONS FOR

NAMED PLAINTIFFS/CLASS REPRESENTATIVES

The following chart identifies the Named Plaintiffs who have indicated an interest in
applying for re-employment with NorthShore University HealthSystem. NorthShore will offer
each below-listed Named Plaintiff a religious exemption to NorthShore’s Vaccine Policy, and
accommodation in the “Rehire Accommodation” position indicated in the second column, or a
substantially similar position based on area, role, qualifications, and pay rate available at the time
that the Named Plaintiff submits her application, which shall be no more than 30 days after the
date on which this Settlement Agreement is filed with the Court.

If any of the below-listed Named Plaintiffs do not apply for re-employment at NorthShore
within 30 days after the date on which this Settlement Agreement is filed with the Court, they may
seek re-employment pursuant to the terms set forth in Section 9.3.2 for Termination Allocation
Group members.

Name Rehire Accommodation Position

Available as of July 29, 2022
Accommodation available for Care Navigator RN
Jane Doe 1
positions in Cross Care Continuum
Accommodation available in similar area and same role
Jane Doe 2
as pre-termination position
Accommodation available in same area and role as pre-
Jane Doe 3
termination position; PM shift only
Accommodation available in preadmission testing for
Jane Doe 7
similar role as pre-termination position
Accommodation available in similar areas for same
Jane Doe 8
role as pre-termination position
Accommodation available in similar areas and same
Jane Doe 9
role as pre-termination position
Accommodation available in preadmission testing for
Jane Doe 10
similar role as pre-termination position
Accommodation available in same area and role as pre-
Jane Doe 13
termination position