Roberts v Texaco Notice of Pendency of Class Action

    UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK

BARI-ELLEN ROBERTS, SIL CHAMBERS, 
JANET LEIGH WILLIAMS, MARSHA HARRIS, 
BEATRICE HESTER and VERONICA SHINAULT, 

Individually and as 
Class Representatives,

Plaintiffs,

- against -

94 Civ. 2015 (CLB)

TEXACO INC.,
Defendant.

NOTICE OF PENDENCY OF CLASS ACTION,
PROPOSED SETTLEMENT AND FAIRNESS HEARING

TO: ALL AFRICAN-AMERICANS EMPLOYED IN A SALARIED POSITION SUBJECT TO 
THE TEXACO MERIT SALARY PROGRAM IN THE UNITED STATES BY TEXACO INC. 
(“TEXACO”) OR ITS SUBSIDIARIES AT ANY TIME FROM MARCH 23, 1991 
THROUGH NOVEMBER 15, 1996, INCLUSIVE (THE “SETTLEMENT CLASS”).

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE 
AFFECTED BY PROCEEDINGS IN THIS LITIGATION.

1. NOTICE IS HEREBY GIVEN, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an 
Order of the United States District Court for the Southern District of New York, dated January 23, 1997, that 
a hearing will be held before the Honorable Charles L. Brieant in a Courtroom of the United States District 
Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York, at 9:00 a.m. on 
Tuesday, March 18, 1997 (the “Fairness Hearing”) to determine (1) whether a proposed settlement (the 
“Settlement”) of the above-entitled litigation, (the “Action”) as set forth in the Stipulation and Settlement 
Agreement dated January 22, 1997 (the “Settlement Agreement”), is fair, reasonable, adequate, and should 
be approved; (2) whether a final judgment should be entered dismissing the Action on the merits, with 
prejudice and without costs; (3) whether the plan proposed for allocating and distributing the Net Settlement 
Fund is fair and reasonable and should be approved; (4) whether an award of attorneys’ fees, costs and 
reimbursement of disbursements should be made to Class Counsel; and (5) whether Incentive Awards should 
be made to the named plaintiffs. You may but are not required to attend the Fairness Hearing in order to 
receive your share o f the Settlement.

I.

BACKGROUND OF THE ACTION

2. On March 23, 1994, a class action complaint was filed in the United States District Court for the 
Southern District of New York (the “Court”) by plaintiffs Bari-EIlen Roberts and Sil Chambers against 
defendant Texaco, which alleged that certain Texaco employment policies and practices had a disparate 
impact on the individual plaintiffs and the Class alleged in the Complaint in violation of Section 1981 of the 
Civil Rights Act of 1971, as amended in 1991, 42 U.S.C. § 1981 (“Section 1981”), and Section 296 of the 
New York Human Rights Law, N.Y. Exec. Law. § 296 (“Section 296”). On June 30, 1994, plaintiffs filed a 
First Amended Complaint (the “Amended Complaint”), which, among other things, added claims on behalf 
of individual plaintiffs Janet Williams, Marsha Harris, Beatrice Hester and Veronica. Shinault and the Class



alleged in the Complaint and asserted claims arising under Title VII of the Civil Rights Act of 1964, as 
amended in 1991, 42 U.S.C. §§ 2Q00e, et seq (“Title VII”).

3. The Amended Complaint alleges that, beginning no later than March 23, 1991, certain Texaco 
employment policies and practices had a disparate impact on salaried African-American employees in 
promotions, compensation, and the terms and conditions of their employment, including training and job 
assignments. On July 15, 1994, Texaco answered the Amended Complaint, denying any and all alleged 
wrongdoing or liability.

4. On May 15, 1995, plaintiffs moved for class certification under Section 1981 and Section 296. In 
connection with discovery7 related to class certification issues, plaintiffs reviewed thousands of documents, 
including Texaco’s Affirmative Action Plans, performed detailed statistical analyses of the promotion and 
compensation rates of Texaco’s African-American and Caucasian employees, and obtained, in addition to the 
testimony of the six named plaintiffs, declarations from thirty individuals regarding alleged racial discrimina­
tion at Texaco. During class discovery, more than forty fact and expert witnesses were deposed. Further, 
plaintiffs obtained expert reports from three independent experts in support of class certification. In August 
1996, plaintiffs moved to add Title VII claims to the class motion. The Court granted this motion and set the 
entire class motion to be heard on December 6, 1996.

5. Texaco denies any and all fault, wrongdoing or liability whatsoever, and maintains that there is no 
substance to any of the allegations made against it in the Action, and desires, by settlement of all controversies 
between it and plaintiffs and the Settlement Class, to avoid the expense, inconvenience, distraction and delay 
of further litigation.

II.

SETTLEMENT CLASS

6. For purposes of the proposed Settlement, the parties have stipulated to and the Court has, by Order 
dated January 23, 1997, certified the following Settlement Class:

All African-Americans employed in a salaried position subject to the 
Texaco Merit Salary Program in the United States by Texaco or its 
subsidiaries at any time from March 23, 1991 through and including 
November 15, 1996.

For purposes of this Settlement, African-Americans means persons who, pursuant to the EEOC’s 
Race/Ethnic Identification form, designated themselves to Texaco as “Black”. Also for purposes of this 
Settlement, “subsidiaries” shall mean entities in which Texaco Inc. has, directly or indirectly, more than a 
50% ownership interest. Employees whose salaried position was not subject to the Texaco Merit Salary 
Program are not within the Settlement Class. Please note: even if you signed a release of claims in exchange 
for receiving an enhanced severance package from Texaco, you are still entitled to participate in this 
Settlement.

7. For purposes of this Settlement, the Court has certified plaintiffs Chambers, Williams, Harris, Hester 
and Shinault as Class representatives and has appointed Michael D. Hausfeld and Cyrus Mehri of Cohen, 
Milstein, Hausfeld & Toll, P.L.L.C. and Daniel L. Berger and Steven B. Singer of Bernstein Litowitz 
Berger & Grossmann LLP as Class Counsel.

8. The Court has certified the Settlement Class under both Fed. R. Civ. P. 23 (b)(2) and 23 (b)(3). 
With respect to equitable and injunctive relief to be provided by this Settlement to the Settlement Class, 
including the creation of the Equality and Tolerance Task Force described below, the Court certified the 
Settlement Class under Fed. R. Civ. P. 23(b)(2) and, if the Settlement is approved by the Court, all such 
relief will be binding on all Class members, whether or not they opt-out. With respect to the monetary 
consideration to be provided the Settlement Class, including both the distribution from the Net Settlement 
Fund and the Salary Increase described below, the Court certified the Settlement Class under Fed. R. Civ. P.

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23(b) (3), and Class members have the right to opt-out of the monetary aspects of the Settlement and pursue 
their individual claims.

III.
FACTORS LEADING TO THE PROPOSED SETTLEMENT

9. Plaintiffs, through their counsel, have made a thorough investigation into the facts and circumstances 
relevant to the claims alleged in the First Amended Complaint (the “Class Claims”). In connection with that 
investigation, they have conducted substantial discovery, including inspecting thousands of pages of docu­
ments produced by Texaco, interviewing dozens of witnesses, and taking numerous depositions. Plaintiffs 
retained and consulted with various experts, including an expert in the statistical analysis of the impact of 
employment practices; an industrial psychologist; and a former director of the Office of Federal Contract 
Compliance Programs, an expert in employment practices. Each expert prepared a report in support of 
plaintiffs’ motion for class certification and was deposed by Texaco’s counsel. Class Counsel also deposed 
Texaco’s experts. Class Counsel have considered the expense and length of time necessary to complete an 
extensive, multi-track deposition and expert discovery program and to prosecute this action through trial; the 
uncertainties of the outcome of this complex litigation; the likely appeal after trial of any judgment, resulting 
in many years of additional litigation; and the substantial benefit provided by the proposed Settlement to the 
Settlement Class. Plaintiffs have also considered that the Settlement was arrived at only after extensive 
negotiations, in which plaintiffs Roberts and Chambers directly participated. Based upon these considerations, 
Class Counsel have concluded that it is in the best interests of the Settlement Class to settle this Action on the 
terms set forth herein.

10. Texaco, while denying all wrongdoing of any kind whatsoever and denying any liability to plaintiffs or 
the Settlement Class, and relying on the provisions of the Settlement Agreement that the Settlement shall in 
no event be construed or deemed to be evidence, or an admission, or a concession on the part of Texaco, of any 
fault or liability whatsoever, and without conceding any infirmity in the defenses it has asserted or intended to 
assert against the Class Claims, considers it desirable that this Action be dismissed on the terms set forth 
herein in order to avoid further expense, to dispose of burdensome and protracted litigation and undue 
distractions, and to terminate all controversy concerning the Action.

IV.

SUMMARY OF THE TERMS OF THE PROPOSED SETTLEMENT

11. The Settlement provides for monetary and programmatic relief which Class Counsel estimate is 
worth approximately $176 million. Class Counsel believe the Settlement is the largest in the history of 
employment race discrimination litigation.

12. The Settlement comprises the following monetary relief under Fed. R. Civ. P. 23(b)(3):

A. A payment by Texaco of $115,000,000 in cash, which was deposited on November 22, 1996 with 
a Settlement Escrow agent, plus the interest on that sum which has been accruing since November 22, 
1996 (collectively, the “Settlement Fund”). Class Counsel may draw on or seek reimbursement from the 
Settlement Fund to pay the costs of notice to the Settlement Class, plus income taxes, if any, which may 
be due on income earned or other applicable taxes. The Settlement Fund will be used to pay (1) all Class 
members’ claims for compensation and damages; (2) all costs of Notice of the Settlement; (3) all 
administrative costs of the Settlement; (4) all amounts awarded by the Court for attorneys’ fees, costs 
and expenses of the litigation; and (5) any Incentive Awards to the named plaintiffs.

B. When this Settlement becomes Final, each Class member then employed by Texaco who was so 
employed on November 15, 1996, will receive an 11.34% increase over such employee’s November 15, 
1996 base annual salary retroactive to January 1, 1997 (the “Salary Increase”). This percentage 
represents, as of November 15, 1996, an aggregate annual salary increase of $4,000,000. Class Counsel 
expect the Salary Increase to approximate $26 million over 5 years. The Salary Increase shall be in

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addition to, and not in lieu or replacement of, any other pay increase any member of the Settlement Class 
would receive in 1997 in the ordinary, customary or usual course of employment. Within 30 days after the 
Settlement becomes Final, the portion of the Salary Increase accrued from January 1, 1997 to the date of 
payment will be paid to each such employee. Any Class member employed at Texaco on January 1, 1997, 
who did not voluntarily leave Texaco but whose employment was terminated by Texaco prior to such date 
of payment, will be paid on such date the portion of the Salary Increase applicable to that employee’s 
actual period of employment after January 1, 1997.

13. The Settlement is comprised of the following equitable and injunctive relief under Fed. R. Civ.
P. 23(b)(2):

A. Texaco affirms the following “Statement of Equality and Tolerance Objectives”:

Texaco Inc. is affirmatively committed to the fullest extent to an environment of 
inclusion: to eradicate all forms of prejudice within the company; to promote and 
foster complete equality of job opportunities within the company to all applicants 
and employees regardless of race, gender, religion, age, national origin, and 
disability, and to ensure tolerance, respect and dignity for all people.

B. Plaintiffs and Texaco will create an independent Equality and Tolerance Task Force (the “Task 
Force”) to determine revisions and additions to Texaco’s current human resources programs and to 
oversee, in conjunction with Texaco’s President of the Human Resources Division, the implementation 
by Texaco of the human resources program changes agreed to or resulting from the terms of the 
Settlement. Class Counsel estimate that the Task Force and the changes it will implement will cost 
approximately $35 million over 5 years. The Task Force will consist of three Texaco appointees, three 
plaintiffs’ appointees, and one independent appointee agreed to by the parties who serves as Chairperson. 
The Court will approve the nominees to the Task Force. When vacancies occur, the parties shall have the 
authority to replace the Task Force members they selected and to jointly select a new Chairperson, 
subject to Court approval. Texaco will provide all funding necessary to fulfill the work of the Task Force, 
including the reasonable compensation of the Task Force members, and the cost of reasonable staff, 
consultants, statisticians, and other appropriate experts.

C. Within the first six months after final approval of the Settlement, Texaco will:

• Adopt and implement a company-wide diversity and sensitivity training program;

• Adopt and implement a company-wide mentoring program;

• Insure that Equal Employment Opportunity (“EEO”) and Diversity Performance is included 
in management objectives and in determining management compensation;

• Develop and implement an ombudsperson program;

• Implement national job posting through at least pay grade 18, and commence evaluation of 
posting at higher grade level positions; and

• Develop recommendations for the creation and implementation of a mechanism to minimize 
the fear of retaliation in connection with complaints of employment discrimination.

The Task Force will review all of these initiatives.

D. During this first six-month period, the Task Force will, among other things:

• Evaluate and revise or replace the Performance Management Program (“PMP”) including 
the PMP Appeal Process to ensure that the Program accurately measures employee 
performance and, among other things, that the standards for performance objectives are 
specific, measurable, achievable, relevant, time-bound, and documented.

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• Evaluate and revise or replace the promotion and employee development process, including 
High Potential List procedures, including making known to all employees objective 
Promotability Criteria;

• Develop and implement centralized monitoring of employee compensation to ensure no 
disparate treatment or impact based on race which is not job-related and/or consistent with 
business necessity. Review appropriate data to ensure against unfairness which is not job- 
related and/or consistent with business necessity. Data may be furnished in such a form as to 
protect the identity of individuals.

E. The Task Force will review and revise, as appropriate, Texaco’s policies and practices for 
recruitment, hiring, training, opportunities, assignments, and promotion.

F. The Task Force will establish the timetable for the implementation and completion of compli­
ance with any of its determinations, subject to the terms of the Settlement Agreement. The President of 
Texaco’s Human Resources Division will implement each final determination of the Task Force, unless 
Texaco files an objection to the Court and the Court determines that such final determination constitutes 
in whole or in part unsound business judgment or is technically not feasible. In the event Texaco files an 
objection with the Court to a determination of the Task Force, Class Counsel will participate in the 
proceedings. All reasonable fees and expenses in so doing, including reasonable expert fees and expenses, 
will be paid by Texaco.

G. Every six months for five years (“the Monitoring Period”), the Task Force will provide to the 
Court, the Texaco Chairman and Board of Directors, and Class Counsel, information which it considers 
to reflect the impact of the Settlement. In addition, the Task Force will submit a detailed annual report 
(“Annual Report”) during the Monitoring Period to the Court, the Texaco Chairman and Board of 
Directors, and Class Counsel, on the impact of its actions in achieving the Equality and Tolerance 
Objectives and the terms of the Settlement.
14. All proceedings with respect to the Settlement described by this Notice and the determination of all 

controversies relating thereto, including disputed questions of law and fact with respect to the validity of 
claims, will be subject to the jurisdiction of the Court.

V.

THE PLAN OF ALLOCATION

15. After deduction of attorneys’ fees, costs and disbursements including expert fees and expenses, 
awards to the Class representatives and other administrative expenses, as approved by the Court, the balance 
of the Settlement Fund (the “Net Settlement Fund”) shall be paid to Class members in the manner and 
subject to the conditions set forth below.

16. After consultation with various experts who advised Class Counsel as to a fair, equitable, uniform and 
efficient plan of allocation (the “Allocation Plan” or “Plan of Allocation”), Class Counsel have determined 
that the distribution of the Net Settlement Fund will be based on the following four factors: (1) Existence 
salaried employment by Texaco at any time during the period from March 23, 1991 through November 15, 
1996, inclusive (the “Class Period”); (2) Earnings — the total salaried earnings of the Class member from 
Texaco during the Class Period; (3) Disparity — the difference between the actual salaried earnings from 
Texaco and the estimated expected earnings of the Class member had race not been a factor during the Ciass 
Period, as calculated by plaintiffs’ expert; and (4) Time — the length of service of the Class member as a 
salaried employee during the Class Period.

17. Existence: This factor ensures that every Class member will receive compensation from the Net
Settlement Fund. Each Class member will receive $2,000 from the Net Settlement Fund for the Existence 
factor. This will account for approximately $2,700,000 of the Net Settlement Fund.

18. Earnings and Disparity: Approximately $23,000,000 of the Net Settlement Fund will be distrib­
uted on the basis of Disparity and Earnings. In order to accomplish this, a Disparity Proportion will be

5



computed for each Class member as the ratio of the Class member’s total Disparity during the Class Period to 
the sum of the total Disparities of all Class members during the Class Period. Similarly, an Earnings 
Proportion will be computed for each Class member as the ratio of the Class member’s total Earnings during 
the Class Period to the sum of the total Earnings of all Class members during the Class Period. A Weighted 
Average of the Disparity Proportion and the Earnings Proportion will be computed for each Class member as 
3Aths of the Disparity Proportion added to '/4h of the Earnings Proportion. Each Class member will receive a 
payment from the $23,000,000 portion of the Net Settlement Fund equal to the Class member’s Weighted 
Average multiplied by $23,000,000.

19. Time: The remainder of the Net Settlement Fund will be distributed in a proportionate manner
according to the Time factor. To accomplish this, each Class member will be considered as starting 
employment at Texaco either on the date of his or her hire or on March 23, 1991 (the first day of the Class 
Period), whichever is later. Each Class member will be considered to have ended employment at Texaco 
either on his or her last day of employment or on November 15, 1996 (the last day of the Class Period), 
whichever is earlier. This amount of time (in total days) will be divided by the corresponding total time 
employed (in days) for all Class members to arrive at a Time Proportion for each individual. Each Class 
member will receive a payment equal to the Class member’s Time Proportion multiplied by the remainder of 
the Net Settlement Fund.

20. Within two weeks after the Court enters an order approving the Settlement, Class Counsel will send 
each Class member by first-class mail, postage prepaid, written notification of his or her individual factors that 
will be used to determine the distribution that he or she will receive from the Settlement Fund, including his 
or her (1) length of service at Texaco during the Class Period according to records provided to Class Counsel 
by Texaco and (2) total earnings at Texaco during the Class Period according to records provided to Class 
Counsel by Texaco (the “Individual Factors”). Each member of the Settlement Class will then have two 
weeks from the date of mailing to notify Class Counsel in writing (the “Notification Date”) about any 
disagreement with Texaco’s records of his or her Individual Factors and to provide supporting documentation. 
Class Counsel will attempt to resolve any such disputes through consultation with Texaco’s Human Resources 
Department. However, to the extent that any disputes cannot be resolved through such consultation, all 
outstanding disputes will be collectively submitted to the United States Magistrate Judge within ten days of 
the Notification Date. The Magistrate Judge’s determination as to the Individual Factors will be final and 
binding on all parties.

21. If you have any questions concerning the Plan of Allocation, you may call toll-free at 
1-800-914-4722.

VI.

TAX CONSEQUENCES
EACH SETTLEMENT CLASS MEMBER IS ADVISED TO CONSULT HIS OR HER OWN TAX 
ADVISOR REGARDING THE TAX CONSEQUENCES OF RECEIVING A CASH BENEFIT FROM 
THIS SETTLEMENT.

22. Class Counsel have retained experienced tax counsel who have advised that, as a result of a recent 
amendment to the Internal Revenue Code, all distributions from the Net Settlement Fund to the Class 
members may be subject to federal income taxation and may also be subject to applicable state and/or local 
taxation.

23. It is presently contemplated that tax counsel retained by Class Counsel on behalf of the Settlement 
Class will seek a private letter ruling from the Internal Revenue Service on behalf of Class members regarding 
the issue of whether distributions from the Net Settlement Fund or a portion thereof constitutes “wages” for 
purposes of the Federal Insurance Contributions Act (“FICA”), the Federal Unemployment Tax Act 
(“FUTA”) and federal income tax rules regarding the withholding of tax at the source of payment. To the 
extent a portion of the distributions from the Net Settlement Fund is deemed by the IRS to constitute 
“wages,” some portion of the Net Settlement Fund may be used to pay the applicable FICA tax, FUTA

6



tax and income tax. Consequently, it is contemplated that a portion of the Net Settlement Fund will be 
withheld pending receipt from the Internal Revenue Service of this letter ruling to pay the applicable FICA 
tax, FUTA tax and income tax. In such event, a second distribution may be made of any previously withheld 
funds that, consistent with the Internal Revenue Service’s ruling, is not needed to pay the applicable FICA 
tax, FUTA tax and income tax.

VII.

EEOC

24. Texaco reached a settlement agreement with the Equal Employment Opportunity Commission 
(“EEOC”) on January 3, 1997, which is contingent upon final approval of this Settlement. The settlement 
agreement between Texaco and the EEOC provides, among other things, that the EEOC will have certain 
rights to receive information, to monitor this Settlement, and to participate in court proceedings related to this 
Settlement after the Settlement becomes effective. The settlement agreement between Texaco and the EEOC 
has been filed with the other papers in the Action and may be inspected at the Office of the Clerk of the 
United States District Court, United States Courthouse, 300 Quarropas Street, White Plains, New York, 
during business hours of each business day.

VIII.

CLASS MEMBER RIGHTS AND OBLIGATIONS

25. TO RECEIVE ANY PAYMENTS FROM THE NET SETTLEMENT FUND OR TO BENE­
FIT FROM THE SALARY INCREASE, YOU DO NOT NEED TO TAKE ANY ACTION.

26. YOU MAY, IF YOU CHOOSE, EXCLUDE YOURSELF (“OPT-OUT”) FROM THE MONE­
TARY RELIEF PORTION OF THE SETTLEMENT, WHICH INCLUDES YOUR SHARE OF THE 
NET SETTLEMENT FUND AND SALARY INCREASE. THIS WILL LEAVE YOU FREE TO 
PURSUE ANY CLAIM(S) YOU MAY HAVE UNDER APPLICABLE LAW FOR INDIVIDUAL 
MONETARY RELIEF OR DAMAGES RESULTING FROM YOUR EMPLOYMENT AT TEXACO. 
IF YOU WISH TO OPT-OUT, YOUR REQUEST, MADE IN WRITING, MUST BE SENT OR 
DELIVERED SO THAT IT IS RECEIVED AT THE FOLLOWING ADDRESS BY NO LATER 
THAN MARCH 4, 1997:

TEXACO CLASS ACTION DISCRIMINATION LITIGATION 
C/O BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP

P.O. BOX 5141 
NEW YORK, NY 10185-5141

Any Class member who opts-out shall not be bound by the monetary portion of this settlement, and will not 
receive any distribution from the Net Settlement Fund and will not receive any Salary Increase, but may still 
pursue any individual claims for monetary relief. Class members who do not opt-out will release their claims 
as defined below in exchange for both their share of the Net Settlement Fund and their Salary Increase, if 
applicable.

27. TEXACO BELIEVES ALL CLASS MEMBERS SHOULD FEEL ABSOLUTELY FREE TO 
BENEFIT FROM THE SETTLEMENT AND SHOULD NOT MISTAKENLY BELIEVE THAT 
TEXACO PREFERS THAT CLASS MEMBERS OPT-OUT. Unless a Class member intends to pursue a 
separate employment discrimination claim against Texaco arising prior to November 16, 1996, Texaco knows 
of no reason for a Class member to opt-out.

28. Any member of the Settlement Class who has not requested exclusion may, but need not, enter an 
appearance in this action at his own cost through counsel of his own choice. If the Class member does not 
enter an appearance, he or she will be represented by Class Counsel in the Action as set forth in the 
Settlement Agreement.

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29. Any member of the Settlement Class may, but need not, appear at the Fairness Hearing on March 
18, 1997 in person or through counsel and be heard as to why the proposed settlement of the Action and the 
Plan of Allocation should or should not be approved as fair, reasonable and adequate, why a judgment should 
or should not be entered thereon, why Class Counsel should or should not be awarded attorneys’ fees, costs, 
and disbursements, as requested, and why the named plaintiffs should or should not be awarded Incentive 
Awards; provided, however, that no member of the Settlement Class shall be heard or entitled to contest the 
approval of the terms and conditions of the proposed Settlement, the judgment to be entered thereon 
approving the same, or the fees, costs and disbursements requested, unless that person has sent or delivered 
written objections and copies of any supporting papers and briefs (which must contain proof of membership in 
the Settlement Class) to Counsel described below, and such objections and supporting papers have been 
received by no later than March 4, 1997:

Michael D. Hausfeld, Esq.
Cyrus Mehri, Esq.

COHEN, MILSTEIN, HAUSFELD & TOLL, P.L.L.C.
1100 New York Avenue, N.W.

Washington, D.C. 20005

Daniel L. Berger, Esq.
Steven B. Singer, Esq.

BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP 
1285 Avenue of the Americas 
New York, New York 10019

Plaintiffs’ Class Counsel

- and -

Milton J. Schubin, Esq.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP 

425 Park Avenue 
New York, New York 10022

Attorneys for Defendant Texaco Inc.

and has filed, on or before March 4, 1997, said objections, papers, and briefs (showing due proof of service 
upon said Counsel) with the Clerk of the United States District Court for the Southern District of New York, 
300 Quarropas Street, White Plains, New York.

30. Any member of the Settlement Class who does not make his or her objection in the manner provided 
shall have waived such objection and shall forever be foreclosed from making any objection to the fairness, 
adequacy or reasonableness of the proposed Settlement and Allocation Plan, to the award of attorneys’ fees, or 
to the award of Incentive Awards to the named plaintiffs.

IX.

RELEASE OF CLAIMS & COVENANT NOT TO SUE

31. The Settlement Agreement contains the following release: when this Settlement Agreement becomes 
Final, each member of the Settlement Class who does not opt-out will have released Texaco from, and have 
covenanted not to sue it on, any and all claims under federal or state law that have been, or could have been, 
asserted against Texaco arising out of or relating to claims of employment discrimination (including 
retaliation) or disparate treatment or impact in his or her employment by Texaco prior to November 16, 1996, 
including any for discrimination on the basis of age, disability, gender, national origin, race, religion or any 
other factor or protected classification (the “Settled Claims”).



32. If this Settlement is approved by the Court, any and all Settled Claims shall be dismissed with 
prejudice.

33. Texaco will have a right to withdraw from the Settlement if a substantial number of Class members 
opt-out of the Settlement to pursue their own claims. Such right shall be exercised, solely within the discretion 
of Texaco, within seven calendar days following the end of the opt-out period.

X.

INDIVIDUAL BENEFITS

34. Texaco has agreed, in its discretion and without regard to whether the Settlement is approved, to 
accommodate certain requests from two of the Class representatives. Plaintiff Harris has transferred from a 
Texaco office in California to one in Texas; plaintiff Chambers is availing himself of Texaco’s Executive on 
Loan program with a mutually agreed upon not-for-profit organization. Separately, plaintiff Roberts, who is 
not a Class representative, is voluntarily leaving employment at Texaco and will receive a severance package in 
connection therewith.

XI,
APPLICATIONS FOR ATTORNEYS’ FEES,

COSTS AND DISBURSEMENTS AND INCENTIVE AWARDS

35. If the Settlement is approved by the Court, Class Counsel intend to apply to the Court for an award 
of attorneys’ fees in an amount not to exceed 25% of the $115 million Settlement Fund, plus interest accrued 
thereon, and for an award of reimbursement for out-of-pocket costs and disbursements, including experts’ fees, 
tax counsel fees, and other expenses. Class Counsel will not seek an award of attorneys’ fees for any other 
portion of the Settlement, including the Salary Increase that Class Counsel estimates to be worth $26 million, 
and the creation of the Task Force that Class Counsel estimates to be worth $35 million. Accordingly, Class 
Counsel’s application for an award of attorneys’ fees will be for approximately 16.3% of the $176.1 million 
total value of the Settlement. Any amounts awarded by the Court for fees and costs will be paid out of the 
Settlement Fund. As part of the Settlement, the Class representatives and the Settlement Class expressly 
waive any claim or right to any statutory award of attorneys’ fees. The Settlement Fund may be further 
reduced by the cost of notice and other administrative expenses as approved by the Court. Further, the named 
plaintiffs in the Action will seek a court award of incentive payments for undertaking representation of the 
Settlement Class, and assistance provided to Class Counsel in the course of the litigation, in an amount not to 
exceed $200,000 each for plaintiffs Sil Chambers and Bari-Ellen Roberts and not to exceed $100,000 each for 
plaintiffs Marsha Harris, Veronica Shinault, Janet Williams and Beatrice Hester.

XII.

EXAMINATION OF PAPERS AND INQUIRIES

36. The foregoing is only a summary of the litigation and the proposed Settlement and does not purport 
to be all-encompassing. For a more detailed statement of the matters involved in the Action and the proposed 
Settlement, you may refer to the pleadings, the Settlement Agreement and the other papers filed in the above 
Action, which may be inspected at the Office of the Clerk of the United States District Court, United States 
Courthouse, 300 Quarropas Street, White Plains, New York, during business hours of each business day.

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37. All inquiries by members of the Settlement Class may be directed in writing to:

TEXACO CLASS ACTION DISCRIMINATION LITIGATION 
Bernstein Litowitz Berger & Grossmann LLP 

1285 Avenue of the Americas 
New York, NY 10019

Or, if you wish, you may call toll-free at 1-800-914-4722.

Inquiries should not be directed to the Clerk of the Court or to the Judge.

Dated: January 24, 1997

By Order of the Court 
James M. Parkison, Clerk 
United States District Court 
Southern District of New York 
300 Quarropas Street 
White Plains, New York

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