Attached files
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EXHIBIT 10.2
John Stankey 208 S. Akard St.
President and Chief Operating Officer Dallas, TX 75202
AT&T Inc.
March 20, 2020
Private & Confidential
Jason Kilar
Dear Jason:
This letter confirms our offer of full-time employment with WarnerMedia LLC (“WarnerMedia” or
“Company”) as the Company’s Chief Executive Officer reporting to me. The compensation and benefits
set forth herein are contingent upon your acceptance of the terms of this offer letter as indicated by your
signature on the last page of this letter.
Your employment would be as a full-time employee and you would not perform any duties as an
employee, contractor, sub -contractor, agent or otherwise for any other person, corporation, partnership
or other entity during the term of your employment with AT&T other than certain corporate, civic and
charitable boards and other activities that you have previously disclosed.
Place of Employment and Effective Date
You would begin employment effective May 1, 2020 in Los Angeles, California. Your actual first day
of employment is referred to in this letter as the “Effective Date.”
Compensation (Base Salary, Short Term Award and Long Term Award)
Base Salary. Your starting base salary for full-time employment would be at the annual rate of $2,500,000
(the "Base Salary”). The level of your Base Salary would be subject to review as part of our normal
review process.
Annual Bonus. You would be eligible for an annual cash target bonus award of $2,500,000. Your actual
bonus is payable at the discretion of the AT&T Inc. Board of Directors or its delegate (collectively, the
Board) and is subject to adjustment based on accomplishment of business objectives and other
performance factors, including your individual performance. For 2020, your annual cash target bonus
award will be prorated based on the actual number of days from the Effective Date through December
31, 2020 divided by 366. The level of your annual cash target bonus award would be subject to review
as part of our normal review process. Bonuses are paid between January 1 and March 15 of the calendar
year immediately following the performance year.
Long Term Compensation. You would receive a one-time long-term compensation award granted in the
form of Restricted Stock Units (“RSUs”) under the AT&T 2018 Incentive Plan (or successor to such
plan) as amended by this letter. Your award will be a grant of RSUs valued on the grant date at
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$48,000,000 determined in the sole discretion of the Board. One-fourth (1/4) of the RSU grant will vest
on February 15 of each year, starting in 2021, and will be fully vested on February 15, 2024. RSUs are
granted subject to the terms and conditions of the 2018 Incentive Plan as they apply to similarly situated
executive employees of WarnerMedia and amended as provided in this job offer letter, including that the
RSUs are eligible for dividend equivalents from the date of grant, distribution on the vesting date,
distribution in the form of AT&T Inc. common stock, and the Confidentiality, Non-compete and Non-
solicit Covenants of this job offer letter apply in lieu of the Loyalty provisions in the 2018 Incentive Plan.
A copy of the prospectus for the 2018 Incentive Plan is included with this letter.
Benefits
You would be eligible to participate in benefit plans and programs generally on the same terms and
conditions that the Company makes them available to its similarly situated executive employees from
time-to-time, to the extent that your position, tenure, salary, and other qualifications make you eligible to
participate. These include comprehensive medical, supplemental medical, dental, vision, prescription
drug, mental health, disability, and life insurance group coverage as well as 401(k) and nonqualified
deferred compensation benefits. Your participation would be under the standard terms and conditions of
these plans as they may be amended from time-to-time. All rights of all employees under the plans are
governed in all respects by the plan documents establishing the benefits provided under each. AT&T
reserves the right to amend or terminate its employee benefit plans, programs, and policies at any time.
Death or Disability. In the event your employment terminates as a result of your death or disability, you
or your estate (in the event of your death) would receive your Base Salary earned through your
termination date and a pro rata portion of your target Annual Bonus through your termination date. Also,
all of your unvested RSUs will vest on the date of your termination of employment as a result of your
death or disability and will pay out promptly.
Severance Benefits. This section is operative in the event the Company terminates your employment
without cause or if you elect to terminate your employment within six (6) months following the sale of all
or substantially all of the business and assets of the Company without the Company causing the successor
to expressly assume the Company’s obligations under this job offer letter.
In that event, you will receive your Base Salary earned through your termination date and a pro rata
portion of your annual cash target bonus through your termination date, adjusted for performance.
In addition, any unvested RSUs that are scheduled to vest during the Severance Period will vest.
Moreover, if your Severance Period extends beyond the next February 15th following your termination,
vesting of your RSU grant will be prorated for the portion of the Severance Period following such date,
and in the event your Severance Period does not extend beyond the next February 15th following your
termination, vesting of your RSU grant will be prorated for the period from the most recent February
15th through the end of the Severance Period. These vested RSUs become payable upon your termination
of employment, subject to all other terms and conditions of such grants. Any RSUs that are not vested
pursuant to the provisions of this paragraph shall be completely forfeited upon your termination of
employment.
Moreover, so long as you continue to comply with the Confidentiality, Non-compete and Non-solicit
covenants, you would also continue to be treated like an employee of the Company for twelve (12)
months after your termination of employment if your period of employment continued for two or more
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years or for six (6) months after your termination of employment if your period of employment continued
for less than two (2) years. During such twelve (12) or six (6) month period, as applicable (the “Severance
Period”), so long as you continue to comply with the Confidentiality, Non-compete and Non-solicit
covenants, you shall be entitled to receive, whether or not you become disabled or die during such period:
a)
Base Salary (on the Company’s normal payroll payment dates as in effect immediately
prior to your termination of employment) at an annual rate equal to your Base Salary in
effect immediately prior to your termination;
b)
an annual bonus (on the date such annual bonus is paid to the Company’s employees) in
respect of each calendar year or portion thereof (in which case a pro rata portion of such
bonus will be payable) during such period equal to your annual cash target bonus award
as of the date immediately preceding your termination; and
c)
continued participation in the Company’s health and welfare benefit plans (other than
disability), subject to their terms as they may be amended from time-to-time.
Finally, so long as you continue to comply with the Confidentiality, Non-compete and Non-solicit
covenants, you shall be entitled to receive, beginning in the month after your termination, twelve equal
monthly payments that, taken together, total the cash amount described in (a) or (b) below:
a)
if your period of employment is two or more years but less than three years, one times (1x)
the sum of your annual Base Salary and your annual cash target bonus as of the date
immediately preceding your termination; or
b)
if your period of employment is three or more years, 1.99 times (1.99x) the sum of your
annual Base Salary and your annual cash target bonus as of the date immediately preceding
your termination.
If, at the time of your termination of employment with the Company you are a “specified employee” as
defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder),
the Company will defer for six months the commencement of the payments described above (without
any reduction in such payments or benefits ultimately paid or provided to you) until the earliest date as
is permitted under Section 409A of the Code, if applicable.
If you voluntarily terminate your employment, you are not eligible for severance benefits.
Confidentiality, Non-compete and Non-solicit Covenants
Confidentiality Covenant . You acknowledge that your employment by the Company will, throughout
your employment, bring you into close contact with many confidential affairs of the Company, AT&T
and their respective Affiliates (collectively, the “AT&T Group”), including information about costs,
profits, markets, sales, products, key personnel, organizational plans, pricing policies, operational
methods, technica l processes, trade secrets, plans for future development, strategic plans of the most
valuable nature and other business affairs and methods and other information not readily available to the
public. You further acknowledge that the services to be performed under this Agreement are of a special,
unique, unusual, extraordinary and intellectual character.
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You agree to keep secret all confidential matters of the AT&T Group and shall not disclose such matters
to anyone outside of the AT&T Group, or to anyone inside the AT&T Group who does not have a need
to know or use such information, and shall not use such information for personal benefit or the benefit of
a third party except with the written consent of the Chief Operating Officer or Chief Executive Officer of
AT&T, provided that (i) you shall have no such obligation to the extent such matters are or become
publicly known other than as a result of your breach of your obligations hereunder and (ii) you may, after
giving prior notice to the AT&T Group to the extent practicable under the circumstances, disclose such
matters to the extent required by applicable laws or governmental regulations or judicial or regulatory
process. For the avoidance of doubt, such confidential matters include any oral or written information
relating to AT&T Group or any of its officers, directors, employees, agents and joint venture partners. In
addition, you agree that the terms of this Agreement shall be deemed confidential and shall not be
discussed or disclosed by you with any person other than your spouse (if applicable), attorney, or
accountant, provided that such discussions or disclosures shall be conditioned upon the agreement of the
person to whom the terms are disclosed to maintain the confidentiality of such terms, or as provided in
clauses (i) or (ii) above. This confidentiality covenant is not intended to, and shall be interpreted in a
manner that does not, limit or restrict you from exercising any legally protected whistleblower rights
under any applicable law and receiving compensation therefore if provided by applicable law or rule.
Moreover, you acknowledge and agree that you shall not at any time denigrate, ridicule, criticize or
disparage the AT&T Group or any of its respective current or former officers, directors, employees or
joint venture partners to any third party (whether through non-public communication with any person,
social media or in any public communication to the media).
Non-compete Covenant. You further acknowledge that the business of WarnerMedia and its direct and
indirect subsidiaries (collectively, the “Warner Media Group”) is global in scope, that its products and
services are marketed throughout the world, that the Warner Media Group competes in nearly all of its
business activities with other entities that are or could be located in nearly any part of the world and that
the nature of your services, position and expertise are such that you are capable of competing with the
Warner Media Group from nearly any location in the world.
During your employment, you agree that you will not, directly or indirectly, without the prior written
consent of the Chief Operating Officer or Chief Executive Officer of AT&T: (x) render any services to,
manage, operate, control or act in any capacity (whether as a principal, partner, director, officer, member,
agent, employee, consultant, owner, independent contractor or otherwise and whether or not for
compensation) for, any person or entity that is a Competitive Entity, or (y) acquire, on a prospective
basis, any interest of any type in any Competitive Entity, including without limitation as an owner, holder
or beneficiary of any stock, stock options or other equity interest.
“Competitive Entity” means a business (whether conducted through an entity or by individuals including
employee in self-employment) that is engaged in any business that competes, directly or indirectly
through any parent, subsidiary, affiliate, joint venture, partnership or otherwise, with (x) any of the
business activities carried on by the Warner Media Group in any geographic location where the Warner
Media Group conducts business (including without limitation a Competitive Activity as defined below),
(y) any business activities being planned by the Warner Media Group or in the process of development at
the time of your termination of employment (as evidenced by written proposals, market research, RFPs
and similar materials) or (z) any business activity that the Warner Media Group has covenanted, in
writing, not to compete with in connection with the disposition of such a business.
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“Competitive Activity” means business activities within the lines of business of the Warner Media
Group, including without limitation, (a) the operation of domestic and international networks, premium
pay television services and direct-to-consumer video content providers (including the production,
provision and/or delivery of programming to cable system operators, satellite distribution services,
telephone companies, Internet Protocol Television systems, mobile operators, broadband and other
distribution platforms and outlets or directly to consumers) and websites and digital applications
associated with such networks, services and providers; (b) the sale, licensing and/or distribution of
content on DVD and Blu -ray discs, video on demand, electronic sell-through, applications for mobile
devices, the Internet or other digital services; and (c) the production, distribution and licensing of motion
pictures and other entertainment assets, television programming, animation, interactive games (whether
distributed in physical form or digitally) and other video products and the operation of websites and
digital applications associated with the foregoing.
Nothing in this job offer letter is intended to (and shall not be interpreted to) provide for any restriction
on your ability to seek employment with a Competitive Entity after your termination of employment.
Non-solicit Covenant. For a period of one year after your termination of employment, without the prior
written consent of the Chief Operating Officer or Chief Executive Officer of AT&T Inc., you shall not
employ, and shall not cause any entity of which you are an affiliate to employ, any person who was a
full-time employee of the Warner Media Group at the date of such termination of employment or within
six months prior thereto, but such prohibition shall not apply to your secretary or executive assistant or to
any other employee eligible to receive overtime pay.
General
Ownership of Work Product . You acknowledge that during your employment, you may conceive of,
discover, invent or create inventions, improvements, new contributions, literary property, material, ideas
and discoveries, whether patentable or copyrightable or not (all of the foregoing being collectively referred
to herein as “Work Product”), and that various business opportunities shall be presented to you by reason
of your employment by the Company. You acknowledge that all of the foregoing shall be owned by and
belong exclusively to the Company and that you shall have no personal interest therein, provided that
they are either related in any manner to the business (commercial or experimental) of the Company, or
are, in the case of Work Product, conceived or made on the Company’s time or with the use of the
Company’s facilities or materials, or, in the case of business opportunities, are presented to you for the
possible interest or participation of the Company. You shall (i) promptly disclose any such Work Product
and business opportunities to the Company; (ii) assign to the Company, upon request and without
additional compensation, the entire rights to such Work Product and business opportunities; (iii) sign all
papers necessary to carry out the foregoing; and (iv) give testimony in support of your inventorship or
creation in any appropriate case. You agree that you will not assert any rights to any Work Product or
business opportunity as having been made or acquired by you prior to the date of this Agreement except
for Work Product or business opportunities, if any, disclosed to and acknowledged by the Company in
writing prior to the date hereof.
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Covenants to Others. You have indicated to us that there are no agreements that would impact your ability
to be employed by WarnerMedia in this position, or in any way would prevent you from performing the
functions of this position. If you accept this offer, we specifically instruct you not to use any trade secrets,
confidential information or proprietary information obtained from third parties, including any former
employer or any other entity or person. We also instruct you not to use any unpublished documents or
any other property belonging to any former employer or any other party to whom you have an obligation
of confidentiality. To the extent we discover that any of such materials have been brought with you or
are being used by you in connection with performing your job duties, this will be grounds for disciplinary
action.
Withholding Taxes. Payments made to you pursuant to this job offer letter shall be subject to withholding
and social security taxes and other ordinary and customary payroll deductions.
Compliance with IRC Section 409A. This job offer letter is intended, and will be interpreted, to comply
with Section 409A of the Internal Revenue Code. Notwithstanding anything herein to the contrary, (i) if
at the time of your termination of employment with the Company you are a “specified employee” as
defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder)
and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a
result of such termination of employment is necessary in order to prevent any accelerated or additional
tax under Section 409A of the Code, then the Company will defer the commencement of the payment of
any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately
paid or provided to you) until the date that is six months following your termination of employment with
the Company (or the earliest date as is permitted under Section 409A of the Code); and (ii) if any other
payments of money or other benefits due to you hereunder could cause the application of an accelerated
or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if
deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise
such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the
Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements
or in- kind benefits due to you under this Agreement constitutes “deferred compensation” under Section
409A of the Code, any such reimbursements or in-kind benefits shall be paid to you in a manner
consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). To the extent necessary to comply with Section
409A of the Code, neither you nor any of your creditors or beneficiaries shall have the right to subject
any “deferred compensation” under Section 409A of the Code payable under this Agreement to any
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.
Each payment made under this Agreement shall be designated as a “separate payment” within the
meaning of Section 409A of the Code. References in this Agreement to your termination of active
employment or your Effective Terminatio n Date shall be deemed to refer to the date upon which you
have a “separation from service” with the Company and its Affiliates within the meaning of Section 409A
of the Code. The Company shall consult with you in good faith regarding the implementation of the
provisions of this Section 12.17; provided that neither the Company nor any of its employees or
representatives shall have any liability to you with respect thereto.
Management Arbitration Agreement. By signing this job offer letter, you accept and agree to the terms
of the Management Arbitration Agreement, which is attached hereto and incorporated herein for all
purposes as Attachment A.
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Indemnification. You would be entitled throughout your employment (and after your termination of
employment, to the extent relating to service during your employment) to the benefit of the exculpation
and indemnification provisions contained in the Company’s bylaws (not including any amendments or
additions after the Effective Date that limit or narrow, but including any that add to or broaden, the
protection afforded to you by those provisions).
AT&T Stock Trading Policy. You would be subject to the AT&T Stock Trading Policy, as it may be
amended from time-to-time (“Policy”), as applicable to executive level employees. The Policy currently
prohibits acquiring the stock of AT&T’s competitors while employed with the Company. While the
current Policy would not require you to liquidate any of your existing holdings, you agree to consult with
AT&T’s Senior Executive Vice President and General Counsel prior to any sale of stock you hold in an
AT&T competitor.
Termination of Employment. Notwithstanding any other provision of this offer letter, your employment
would be employment at will. Accordingly, either party may terminate your employment, with or without
cause; provided, if you elect to terminate your employment, you will first give the Chief Operating Officer
or the Chief Executive Officer of AT&T Inc. at least sixty (60) days advance written notice, during which
time your employment shall continue unless mutually agreed otherwise. Upon your termination of
employment, no further compensation shall be paid to you except as described in this job offer letter and
pursuant to any employee benefit plans or policies as they apply to you at the time of your termination
of employment.
Any questions you have regarding your specific compensation and benefits may be directed to John
Palmer, Senior Vice President – Human Resources.
On behalf of WarnerMedia LLC, we look forward to working with you.
/s/ John
Attachments Accepted
and Agreed:
/s/ Jason Kilar March 20, 2020
Jason Kilar Date
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Attachment A
MANAGEMENT ARBITRATION AGREEMENT
Please carefully review this Management Arbitration Agreement.
Summary
Under this Agreement, you and WarnerMedia LLC, the company that employs you (“the
Company”), agree that any dispute to which this Agreement applies will be decided by final and
binding arbitration instead of court litigation. Arbitration is more informal than a lawsuit in court, and
may be faster. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited
discovery than in court, and is subject to very limited review by courts. Under this Agreement,
Arbitrators can award the same damages and relief that a court can award. Any arbitration under this
Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
Except for a filing fee if you initiate a claim, the Company pays all the fees and costs of the Arbitrator.
Moreover, in arbitration you are entitled to recover attorneys’ fees from AT&T to the same extent as
you would be in court.
How This Agreement Applies
This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 and following, and
evidences a transaction involving commerce. This agreement applies to any claim that you may have
against any of the following: (1) any AT&T company, (2) its present or former officers, directors,
employees or agents in their capacity as such or otherwise, (3) the Company's parent, subsidiary and
affiliated entities, and all successors and assigns of any of them; and this agreement also applies to any
claim that the Company or any other AT&T company may have against you. Unless stated otherwise
in this Agreement, covered claims include without limitation those arising out of or related to your
employment or termination of employment with the Company and any other disputes regarding the
employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods,
termination, defamation, retaliation, discrimination or harassment and claims arising under the
Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age
Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Genetic
Information Non-Discrimination Act, and state statutes and local laws, if any, addressing the same or
similar subject matters, and all other state and local statutory and common law claims. This Agreement
survives after the employment relationship terminates. Nothing contained in this Agreement shall be
construed to prevent or excuse you from utilizing the Company's or employee benefit plans’ existing
internal procedures for resolution of complaints.
Except as it otherwise provides, this Agreement is intended to apply to the resolution of
disputes that otherwise would be resolved in a court. This Agreement requires all such disputes to be
resolved only by an arbitrator through final and binding arbitration and not by way of a court or jury
trial. Such disputes include without limitation disputes arising out of or relating to interpretation or
application of this Agreement, but not as to the enforceability, revocability or validity of the
Agreement or any portion of the Agreement, which shall be determined only by a court of competent
jurisdiction.
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Attachment A
Limitations On How This Agreement Applies
This Agreement does not apply to claims for workers compensation, state disability insurance
and unemployment insurance benefits. In order to ensure that employee benefit plan claims procedures
comply fully with Department of Labor regulations (for example, 29 C.F.R. § 2560.503-1(c)(4)), this
Agreement also does not apply to claims arising under the Employee Retirement Income Security Act
(“ERISA”).
Regardless of any other terms of this Agreement, you may still bring certain claims before
administrative agencies or government offices or officials if applicable law permits access to such an
agency, office, or official, notwithstanding the existence of an agreement to arbitrate. Examples would
include, but not be limited to, claims or charges brought before the Equal Employment Opportunity
Commission (www.eeoc.gov ), the U.S. Department of Labor (www.dol.gov), the National Labor
Relations Board www.nlrb.gov), or the Office of Federal Contract Compliance Programs
(www.dol.gov/esa/ofccp). Nothing in this Agreement shall be deemed to preclude or excuse a party
from bringing an administrative claim before any agency or employee benefit plan in order to fulfill
the party's obligation to exhaust administrative remedies before making a claim in arbitration.
Disputes that may not be subject to a pre-dispute arbitration agreement, such as provided by
the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111 -203), also are
excluded from the coverage of this Agreement.
To the maximum extent permitted by law, you hereby waive any right to bring on behalf
of persons other than yourself, or to otherwise participate with other persons in: any class
action; collective action; or representative action, including but not limited to any representative
action under the California Private Attorneys General Act (“PAGA”) or other, similar state
statute. You retain the right, however, to bring claims in arbitration, including PAGA claims,
but only for yourself as an individual. If a court determines that you cannot waive your right to
bring a representative action under PAGA, any such claim may only be brought in court and
not in arbitration.
Arbitration Rules, Selecting The Arbitrator, And Location Of Hearing
The arbitration will be held under the auspices of a third party which will manage the
arbitration process: JAMS, Inc. or any successor. The arbitration shall be in accordance with its
Employment Arbitration Rules & Procedures (and no other JAMS rules), which are currently available
at http://www.jamsadr.com/rules -employment-arbitration. The Company will supply you with a
printed copy of those rules upon your request. Unless you and the Company mutually agree otherwise,
the Arbitrator shall be either a retired judge, or an attorney who is experienced in employment law and
licensed to practice law in the state in which the arbitration is convened (the “Arbitrator”), selected
pursuant to JAMS rules or by mutual agreement of the parties.
The Arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the
state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The
Arbitrator is without jurisdiction to apply any different substantive law or law of remedies. The
Federal Rules of Evidence shall apply. The arbitration shall be final and binding upon the parties,
except as provided in this Agreement.
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Attachment A
Unless each party to the arbitration agrees in writing otherwise, the location of the arbitration
proceeding shall be a facility chosen by JAMS within the county (or parish) where you work or last
worked for the Company. If you so choose, and if your residence is not in the same county (or parish)
where you work or last worked for the Company, you may designate that the proceeding will occur
within the county (or parish) where you reside.
Notice Requirements And Starting An Arbitration
The Company must, and you may, notify the other party of a claim to be arbitrated by using the
forms provided on the JAMS website (http://www.jamsadr.com ). Alternatively, you may commence
an arbitration against the Company, its officers, directors, employees, or agents by sending to the
Company a written Notice of Dispute (“Notice”). The Notice to AT&T should be addressed to: AT&T
Legal Department, 208 S. Akard St., Room 3305, Dallas, TX 75202 (“Notice Address”). The Notice
must (a) identify all parties, (b) describe the nature and basis of the claim or dispute; and (c) set forth
the specific relief sought (“Demand”). Any party giving written notice of a claim to be arbitrated must
do so no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes
for the claim.
The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for
arbitration. To the extent permitted by law, a party may apply to a court of competent jurisdiction for
temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon
the ground that the award to which that party may be entitled would be rendered ineffectual without
such provisional relief.
Paying For The Arbitration
The Company will be responsible for paying any filing fee and the fees and costs of the
Arbitrator; provided, however, that if you are the party initiating the claim, you will contribute an
amount equal to the filing fee to initiate a claim in the court of general jurisdiction in the state in which
you are (or were last) employed by the Company. Each party shall pay in the first instance its own
litigation costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim which
affords the prevailing party attorneys’ fees and litigation costs, or if there is a written agreement
providing for attorneys’ fees and/or litigation costs, the Arbitrator shall rule upon a motion for
attorneys’ fees and/or litigation costs under the same standards a court would apply under the law
applicable to the claim(s) at issue.
How Arbitration Proceedings Are Conducted
In arbitration, the parties will have the right to conduct limited civil discovery, bring
dispositive motions, and present witnesses and evidence as needed to present their cases and defenses,
and any disputes in this regard shall be resolved by the Arbitrator.
Each party shall have the right to take depositions of up to three fact witnesses and any expert
witness designated by another party. Each party also shall have the right to make one request for
production of documents to any party. Requests for additional depositions or discovery may be made
to the Arbitrator selected pursuant to this Agreement. The Arbitrator may grant such additional
discovery if the Arbitrator finds the party has demons trated that it needs the requested discovery to
adequately arbitrate the claim, taking into account the parties’ mutual desire to have a fast, cost-
effective dispute-resolution mechanism. Each party shall have the right to subpoena
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Attachment A
documents and witnesses from third parties subject to any limitations the Arbitrator shall impose for
good cause shown.
The Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized
to hold pre-hearing conferences by telephone or in person, as the Arbitrator deems advisable. The
Arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary
judgment by any party and shall apply the standards governing such motions under the Federal Rules
of Civil Procedure.
Should any party refuse or neglect to appear for, or participate in, the arbitration hearing, the
Arbitrator shall have the authority to decide the dispute based upon whatever evidence is presented.
Either party shall have the right to file a post-hearing brief. The time for filing such a brief shall
be set by the Arbitrator.
The Arbitration Award
The Arbitrator may award any party any remedy to which that party is entitled under applicable
law, but such remedies shall be limited to those that would be available to a party in his or her individual
capacity in a court of law for the claims presented to and decided by the Arbitrator.
The Arbitrator will issue a decision or award in writing, stating the essential findings of fact
and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment
upon the award made pursuant to the arbitration.
Non-Retaliation
It is against Company policy for any Employee to be subject to retaliation if he or she exercises
his or her right to assert claims under this Agreement. If you believe that you have been retaliated
against by anyone at the Company, you should immediately report this to the AT&T Hotline at 1-888-
871-2622, or go to www.tnwgrc.com/att
.
Sole and Entire Agreement
This is the complete agreement of the parties on the subject of arbitration of disputes. This
Agreement supersedes any prior or contemporaneous oral or written understandings on the subject. No
party is relying on any representations, oral or written, on the subject of the effect, enforceability or
meaning of this Agreement, except as specifically set forth in this Agreement.
Construction and Severability
If any provision of this Agreement is adjudicated to be void or otherwise unenforceable, in
whole or in part, such adjudication shall not affect the validity of the remainder of the Agreement. All
provisions shall remain in full force and effect based on the parties’ mutual intent to create a binding
agreement to arbitrate their disputes.
Voluntary Agreement
I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I
UNDERSTAND ITS TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS
BETWEEN THE COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THE
6
Attachment A
AGREEMENT ARE CONTAINED IN IT, AND THAT I HAVE ENTERED INTO THE
AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR
REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
AGREEMENT ITSELF.
I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT
TO A JURY TRIAL.
I FURTHER ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO
DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED
MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO.
Employee:
/s/ Jason Kilar
Jason Kilar
March 20, 2020
Date