Settlement Agreement

IN THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA IN RE: TOYOTA MOTOR CORP. Case No. 8:10ML2151 JVS (FMOx) UNINTENDED ACCELERATION MARKETING, SALES PRACTICES, AND PRODUCTS LIABILITY LITIGATION This Document Relates to: ALL ECONOMIC LOSS ACTIONS SETTLEMENT AGREEMENT TABLE OF CONTENTS Section Page I. DEFINITIONS ....................................................................................................... 3 II. SETTLEMENT RELIEF ..................................................................................... 11 III. NOTICE TO THE CLASS .................................................................................. 19 IV. REQUESTS FOR EXCLUSION ......................................................................... 25 V. OBJECTIONS TO SETTLEMENT .................................................................... 26 VI. RELEASE AND WAIVER ................................................................................. 28 VII. ATTORNEYS’ FEES AND EXPENSES AND INDIVIDUAL PLAINTIFF AND CLASS REPRESENTATIVE AWARDS ........................................................... 32 VIII. PRELIMINARY APPROVAL ORDER, FINAL ORDER, FINAL JUDGMENT AND RELATED ORDERS ................................................................................. 35 IX. MODIFICATION OR TERMINATION OF THIS AGREEMENT ................... 37 X. GENERAL MATTERS AND RESERVATIONS ............................................... 40 i TABLE OF EXHIBITS Document Exhibit Number List of Economic Loss Actions in the MDL ..........................................................................1 Claim Form for Alleged Diminished Value ...........................................................................2 Claim Form for Cash in Lieu of BOS Fund ...........................................................................3 Long Form Notice ..................................................................................................................4 Final Order ............................................................................................................................5 Final Judgment .......................................................................................................................6 Preliminary Approval Order ..................................................................................................7 Summary Settlement Notice ..................................................................................................8 Settlement Notice Administrator’s Declaration .....................................................................9 List of Subject Vehicles .........................................................................................................10 List of BOS-Eligible Subject Vehicles ..................................................................................11 Short Form Notice..................................................................................................................12 Short Form Notice For Alleged Diminished Value ..............................................................13 Claim Review Protocol ..........................................................................................................14 Automobile Safety and Education Program ..........................................................................15 Plan of Allocation .................................................................................................................16 ii WHEREAS, on November 5, 2009, Seong Bae Choi filed a class action complaint in Seong Bae Choi, et al. v. Toyota Motor Corp., et al., No. 2:09-8143 (C.D. Cal.), alleging, among other things, that Toyota (as defined below) designed, manufactured, distributed, advertised and sold certain automobiles containing an alleged defect that allegedly would allow sudden unintended acceleration of the vehicle to occur and that the plaintiff sustained economic losses as a result thereof; WHEREAS, the Seong Bae Choi, et al. action was subsequently consolidated for pretrial proceedings with additional economic loss class and individual actions alleging similar or identical claims in In re Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litigation, No. 8:10ML2151 JVS (FMOx) (C.D. Cal.) (MDL 2151), pending before the Honorable Judge James V. Selna in the United States District Court for the Central District of California; WHEREAS, on May 14, 2010, the Court entered Order No. 2, which designated Steve W. Berman of Hagens Berman, Frank M. Pitre of Cotchett, Pitre & McCarthy, L.L.P., and Marc M. Seltzer of Susman Godfrey L.L.P. as co-lead counsel in the economic loss class actions; WHEREAS, on November 17, 2010, the Court entered Order No. 10: Effect of Amended Master Consolidated Complaint, which held that the consolidated complaint “amends and supersedes all economic loss actions in this docket [and] all parties not named and all theories not asserted in the [consolidated complaint] are dismissed without prejudice from the economic loss actions”; WHEREAS, plaintiffs filed an Economic Loss Master Consolidated Complaint on August 2, 2010, filed an Amended Economic Loss Master Consolidated Complaint on October 27, 2010, filed a Second Amended Economic Loss Master Consolidated Complaint on January 10, 2011, and filed a Third Amended Economic Loss Master Consolidated Complaint on June 4, 2012; WHEREAS, on July 25, 2012 Plaintiffs (as defined below) filed an Operative Third Amended Economic Loss Master Consolidated Complaint (defined below as the “TAMCC”); WHEREAS, as a result of extensive arm’s length negotiations, including numerous mediation sessions before Settlement Special Master Patrick A. Juneau, Class Representatives, Plaintiffs’ Class Counsel (all terms as defined below) and Toyota have entered into this Agreement; WHEREAS, Plaintiffs’ Class Counsel and other counsel who have appeared in these Actions (as defined below), have conducted substantial discovery, have investigated the facts and underlying events relating to the subject matter of the claims, have carefully analyzed the applicable legal principles, and have concluded, based upon their investigation, and taking into account the risks, uncertainties, burdens and costs of further prosecution of their claims, and taking into account the substantial benefits to be received pursuant to this Agreement as set forth below, which, in the view of the Class Representatives and Plaintiffs’ Class Counsel, is designed for the purpose of putting to rest all controversies with Toyota that were or could have been alleged, and that a resolution and compromise on the terms set forth herein is fair, reasonable, adequate, and in the best interests of the Plaintiffs, Class Representatives and the Class; WHEREAS, Toyota, for the purpose of avoiding burden, expense, risk, and uncertainty of continuing to litigate the claims, and for the purpose of putting to rest all controversies with Plaintiffs, Class Representatives, the Class and/or the Actions that were or could have been alleged, and without any admission of liability or wrongdoing, desires to enter into this Agreement; 2 WHEREAS, Plaintiffs’ Class Counsel represent and warrant that they are fully authorized to enter into this Agreement on behalf of Class Representatives and the Class, and that Plaintiffs’ Class Counsel have consulted with and confirmed that all Class Representatives fully support and have no objection to this Agreement; and WHEREAS, it is agreed that this Agreement shall not be deemed or construed to be an admission, concession, or evidence of any violation of any federal, state, or local statute, regulation, rule, or other law, or principle of common law or equity, or of any liability or wrongdoing whatsoever, by Toyota or any of the Released Parties (as defined below), or of the truth or validity of any of the claims that plaintiffs have asserted; NOW, THEREFORE, without any admission or concession by Class Representatives or Plaintiffs’ Class Counsel of any lack of merit to their allegations and claims, and without any admission or concession by Toyota of any liability or wrongdoing or lack of merit in its defenses, in consideration of the mutual covenants and terms contained herein, and subject to the final approval of the Court, Plaintiffs, Plaintiffs’ Class Counsel, Class Representatives and Toyota agree as follows: I. DEFINITIONS A. As used in this Agreement and the attached exhibits (which are an integral part of this Agreement and are incorporated in their entirety by reference), the following terms have the following meanings, unless this Agreement specifically provides otherwise: 1. “Accelerator Pedal Assembly” means the two accelerator pedal position sensors which communicate with the ECM to provide information about the position of the accelerator pedal. This information is utilized by the ECM to continuously calculate the throttle position. For linked ETCS models, the two accelerator pedal position sensors are located on the throttle body, not within the pedal assembly itself. 3 2. “Action” or “Actions” means all economic loss class, mass and individual actions, however denominated, that are consolidated for pretrial proceedings in the United States District Court for the Central District of California in In re: Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litigation, Case No. 8:10ML2151 JVS (FMOx), which are listed in Exhibit 1 hereto. 3. “Agreement” means this Settlement

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