You or someone in your family may have been a participant in or a beneficiary of the Plan during the period from September 17, 2014 to May 12, 2022.

The Court directed that the Notice be sent to you because, if you fall within the definition of the Settlement Class, you had a right to know about the Settlement and the options available to you regarding the Settlement before the Court decided to approve the Settlement. The Court has approved the Settlement, and after any objections and appeals are resolved, the Net Settlement Amount will be distributed to the Settlement Class members according to a Court-approved Plan of Allocation. The Notice describes the Action, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

The Action claims that under ERISA, the Defendants owed fiduciary duties of care and prudence to the Plan and that they violated those duties in connection with the selection and monitoring of the Plan’s investment options and service providers. During the Class Period, participants in the Plan were able to allocate their account balances among various investment funds. Named Plaintiffs allege that Defendants that the recordkeeping fees and other expenses associated with certain investment options offered in the Plan were too high. Recordkeeping in simple terms refers to the suite of administrative services provided to retirement plan participants that generally includes provision of account statements to participants. 

THE DEFENSES IN THE ACTION

Defendants deny all of the claims and allegations made in the Action and deny that they ever engaged in any wrongful conduct.  If the Action were to continue, the Defendants would raise numerous defenses to liability, including but not limited to:

• Defendants did not engage in any of the allegedly improper conduct charged in the Complaint;
• Defendants reasonably and prudently managed the Plan’s investment options and fees, as well as all recordkeeping fees, and fulfilled all of their fiduciary obligations;
• The Plan’s investment options and recordkeeping fees were and are reasonable, prudent, and sound investment options for Plan participants;
• Even if a court were to determine that Defendants failed to discharge any duty under ERISA, any such breach of fiduciary duty did not cause the Plan or its participants to suffer any loss.

THE ACTION HAS BEEN AGGRESSIVELY LITIGATED

Class Counsel has extensively investigated the allegations in the Action.  Among other efforts, Class Counsel reviewed Plan-governing documents and materials, communications with Plan participants, U.S. Department of Labor filings, news articles and other publications, and other documents regarding the general and specific matters that were alleged in the complaint filed on September 17, 2020.  On August 16, 2021, Plaintiffs filed a motion for class certification.  Before Defendants filed any opposition, the Parties began to discuss the possibility of a resolution of this matter through mediation.  
 
SETTLEMENT DISCUSSIONS

On September 21, 2021, the Parties mediated the Action under the supervision of Hunter Hughes, Esq., a mediator experienced in ERISA and other complex class actions.  During the full-day mediation, counsel for the Parties conducted extensive, arm’s-length negotiations concerning a possible compromise and settlement of the Action, eventually resulting in the Parties agreeing to a proposed Settlement.  The Parties subsequently negotiated the specific terms of the Settlement Agreement and related documents.  On December 17, 2021, Named Plaintiffs filed a motion seeking preliminary approval of the Settlement as well as seeking related relief. 
 

In a class action, one or more plaintiffs, called “class representatives” or “named plaintiffs,” sue on behalf of people who have similar claims.  All of these people who have similar claims collectively make up the “class” and are referred to individually as “class members.”  One case resolves the issues for all class members together.  Because the conduct alleged in this Action is claimed to have affected a large group of people – participants in the Plan during the Class Period – in a similar way, the Named Plaintiffs filed this case as a class action.

As in any litigation, all parties face an uncertain outcome.  On the one hand, continuation of the case against the Defendants could result in a judgment greater than this Settlement.  On the other hand, continuing the case could result in Plaintiffs obtaining no recovery at all or obtaining a recovery that is less than the amount of the Settlement.  Based on these factors, the Named Plaintiffs and Class Counsel have concluded that the proposed Settlement is in the best interests of all Settlement Class members.

You are a member of the Settlement Class if you fall within the definition of the Settlement Class preliminarily approved by Judge William G. Young:  

All persons who participated in the Plan at any time during the Class Period, including any Beneficiary of a deceased person who participated in the Plan at any time during the Class Period, and any Alternate Payee of a person subject to a Qualified Domestic Relations Order who participated in the Plan at any time during the Class Period. Excluded from the Settlement Class are Defendants and their beneficiaries.

The “class period” referred to in this definition is from September 17, 2014 to May 12, 2022. If you are a member of the Settlement Class, the amount of money you will receive, if any, will depend upon the Plan of Allocation.

Now that the Settlement has become Final, a Settlement Fund consisting of $1,725,000.00 will be established in the Action.  The amount of money that will be allocated among members of the Settlement Class, after the payment of any taxes and Court-approved costs, fees, and expenses, including attorneys’ fees and expenses of Class Counsel, any Court-approved Case Contribution Awards to be paid to the Named Plaintiffs, and payment of expenses incurred in calculating the Settlement payments and administering the Settlement, is called the Net Settlement Amount.  The Net Settlement Amount will not be known until these other amounts are quantified and deducted.  The Net Settlement Amount will be allocated to members of the Settlement Class according to a Plan of Allocation to be approved by the Court.  The Plan of Allocation describes how Settlement payments will be distributed to Settlement Class members who receive a payment.

Now that the Settlement has been approved by the Court, all Settlement Class members and anyone claiming through them shall be deemed to fully release the Released Parties from Released Claims.

Each Settlement Class member’s share will be calculated according to a Court-approved Plan of Allocation by a third-party vendor (“Settlement Administrator”) selected by Class Counsel.  You are not required to calculate the amount you may be entitled to receive under the Settlement as the Settlement Administrator will do so under the Plan of Allocation.  In general, your proportionate share of the Settlement will be calculated as follows:  

• First, the Settlement Administrator will obtain balances for each Settlement Class member in their Plan accounts as of December 31, 2014, and on December 31 of each subsequent year of the Class Period up to and including 2020.  For 2021, September 30, 2021 will be used.  Each Class Member’s account balances for each year of the Class Period based on the account balances as of these dates will be summed.  This summed amount will be that Class Member’s “Balance.”
• Second, the Balance for all Class Members will be summed.
• Third, each Class Member will receive a share of the Net Settlement Amount in proportion to the sum of that Class Member’s Balance as compared to the sum of the Balance for all Class Members, i.e. where the numerator is the Class Member’s Balance and the denominator is the sum of all Class Members’ Balances.
• The amounts resulting from this initial calculation will be known as the Preliminary Entitlement Amount.  Class Members who are entitled to a distribution of less than $10.00 will receive a distribution of $10.00 (the “De Minimis Amount”) from the Net Settlement Amount.   In other words, the Settlement Administrator shall progressively increase Class Members’ awards falling below the De Minimis Amount until the lowest participating Class Member award is the De Minimis Amount, i.e. $10.00.   The resulting calculation shall be the Final Entitlement Amount for each Class Member.  The sum of the Final Entitlement Amount for each Class Member will equal the dollar amount of the Net Settlement Amount.

You will not be required to produce records that show your Plan activity.  If you are entitled to a share of the Settlement Fund, your share of the Settlement will be determined based on the Plan’s records for your account.  If you have questions regarding the allocation of the Net Settlement Amount, please contact Class Counsel.

You do not need to file a claim.  The Entitlement Amount for Settlement Class members with an Active Account (an account with a positive balance) as of September 30, 2021 (unless that Plan account is closed prior to distribution of Settlement proceeds, in which case that Class Member will receive their allocation via a check) will be paid into the Plan.  Former Participants will be paid directly by the Settlement Administrator by check.  

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

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

The Settlement cannot be completed unless and until several events occur.  These events include final approval of the Settlement by the Court, approval of the Settlement by an independent fiduciary to the Plan, transfer of the Net Settlement Amount to the Plan, and calculation of the amount of the Settlement owed to each Settlement Class member.  If objections are made to the Settlement or appeals are taken by objectors who oppose the approval of the Settlement, this process may take a long time to complete, possibly several years. We estimate that payments will be issued to Class Members in early 2023.

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

Although you cannot opt out of the Settlement, you could have objected to the Settlement and asked the Court not to approve it. The deadline to object was August 31, 2022, and has passed. 

The Court has preliminarily appointed the law firm of Capozzi Adler, P.C. as Class Counsel for the Named Plaintiffs in the Action.  You will not be charged directly by these lawyers.  If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel filed a motion for the award of attorneys’ fees of not more than one third (33 1/3%) of the Settlement Amount, plus reimbursement of expenses incurred in connection with the prosecution of the Action.  This motion was considered at the Fairness Hearing and approved by the Court.

If you are a Settlement Class Member, you could have objected to the Settlement if you did not like any part of it. If you had wanted to object, you must have sent a letter or other writing saying that you objected to the Settlement in Khan, et al. v. PTC Inc., et al., No. 1:20-cv-11710-WGY (D. Mass.). You must have filed your objection with the Clerk of the Court of the United States District Court for the District of Massachusetts so that it was received no later than August 31, 2022.

The Court held a Fairness Hearing to decide whether to approve the Settlement as fair, reasonable, and adequate, and approved the settlement on October 18, 2022. The Final Approval Order can be viewed on the Important Documents page.

The Court granted Final Approval of the Settlement and issued an Order on October 18, 2022, which can be viewed on the Important Documents page. Eligible Class Members whose claims were approved by the Settlement Administrator will receive their payment after the Settlement has been finally approved and/or after any appeals process is complete. We estimate that payments will be issued to Class Members in early 2023.

If you do nothing and you are a Settlement Class member, you will participate in the Settlement of the Action as described in the Notice.

Yes.  The Notice summarizes the proposed Settlement.  The complete terms are set forth in the Settlement Agreement.  You may obtain a copy of the Settlement Agreement by making a written request to Class Counsel.  Copies may also be obtained at a dedicated Important Documents page, by calling the toll-free number, 1-844-202-9489, or by sending an email to Settlement@CapozziAdler.com.  In the subject line please write “PTC Settlement.”  You are encouraged to read the complete Settlement Agreement.

DO NOT CONTACT THE COURT, THE CLERK’S OFFICE, PTC, OR COUNSEL FOR PTC REGARDING THIS NOTICE.  THEY WILL NOT BE ABLE TO ANSWER YOUR QUESTIONS.  INSTEAD CONTACT CLASS COUNSEL, THE SETTLEMENT ADMINISTRATOR TOLL-FREE AT 1-844-202-9489.