Filed: 5 Aug 20, 4:36pm
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”
“Company”) as the Company’s Chief Executive Officer reporting to me. The compensation and
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.
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,
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
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
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
review process.
Annual Bonus. You
would be eligible for an annual cash target bonus award of $2,500,000. Your
bonus is payable at the
discretion of the AT&T
Inc. Board of Directors or
its delegate (collectively,
Board) and is
subject to adjustment
based on accomplishment of
business objectives and
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
2018 Incentive
Plan (or
successor to
plan) as
amended by
this letter.
award will
be a
grant of
RSUs valued
on the
grant date
$48,000,000 determined in the sole discretion of the Board.
One-fourth (1/4) of the RSU grant will
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
distribution in the
form of
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
A copy of the prospectus for
the 2018 Incentive Plan is included with this letter.
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
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.
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
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
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
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
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
years or for
six (6) months after
your termination of
employment if your
period of employment
for less than
two (2) years.
During such twelve
(12) or six
(6) month period,
as applicable (the
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:
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
effect immediately prior to your termination;
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
bonus will be payable) during such period equal to your annual cash target bonus award
as of the date immediately preceding your termination; and
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:
if your
period of employment
is two or
more years but
less than three
years, one times
the sum
of your
annual Base
Salary and
your annual
cash target
bonus as
of the
immediately preceding your termination; or
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
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
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
acknowledge that
your employment
by the
Company will,
your employment, bring
you into close
contact with many
confidential affairs of
the Company,
and their
respective Affiliates
(collectively, the
Group”), including
information about
profits, markets, sales, products, key personnel, organizational plans, pricing policies,
methods, technica
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.
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
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
provided that
(i) you
shall have
no such
obligation to
the extent
such matters
are or
publicly known other than
as a result of
your breach of your
obligations hereunder and (ii)
you may, after
giving prior notice to the
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.
addition, you
agree that
the terms
of this
Agreement shall
be deemed
confidential and
shall not
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
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
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
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
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
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
business activities carried on by the Warner
Media Group in any geographic location where the
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,
writing, not to compete with in connection with the disposition of such a business.
“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
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
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
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.
Ownership of
Work Product
acknowledge that
during your
employment, you
may conceive
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
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
they are either related
in any manner to
the business (commercial or
experimental) of the Company,
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
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.
Covenants to Others.
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
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
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”
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
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
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
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
any “deferred
compensation” under
Section 409A
of the
Code payable
under this
Agreement to
anticipation, alienation,
sale, transfer,
assignment, pledge,
encumbrance, attachment
or garnishment.
Each payment
made under
this Agreement
shall be
designated as
a “separate
payment” within
meaning of
Section 409A
of the
Code. References
in this
Agreement to
your termination
of active
employment or your
Effective Terminatio
Date shall
be deemed to
refer to the
date upon which
have a “separation
from service” with
the Company and
its Affiliates within the
meaning of Section
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
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.
Indemnification. You
would be
entitled throughout
your employment
(and after
your termination
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).
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
Senior Executive Vice President and General
Counsel prior to any sale of stock you hold in
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
Inc. at least
sixty (60) days advance
written notice, during which
time your
employment shall
continue unless
mutually agreed
otherwise. Upon
your termination
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
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
Attachment A
Please carefully review this Management Arbitration Agreement.
Under this
Agreement, you
and WarnerMedia
LLC, the
company that
employs you
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,
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
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
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
employment or termination
of employment with
the Company and
any other disputes
regarding the
employment relationship,
trade secrets,
unfair competition,
compensation, breaks
and rest
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
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
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
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
Regardless of any
other terms
of this
Agreement, you
may still
bring certain claims
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
include, but not be
limited to, claims
or charges brought
before the Equal Employment
Commission (
), the
U.S. Department
of Labor
(, the
National Labor
Relations Board, or
the Office
of Federal
Contract Compliance
( 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
excluded from the coverage of this Agreement.
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
action; collective action;
or representative action, including
but not limited
to any representative
action under
the California
Private Attorneys
General Act
or other,
similar state
statute. You
retain the right,
however, to
bring claims in
arbitration, including PAGA
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
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
Employment Arbitration Rules
& Procedures (and
no other JAMS
rules), which are
currently available
-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
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.
Federal Rules
of Evidence
shall apply.
The arbitration
shall be
final and
binding upon
the parties,
except as provided in this Agreement.
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
forms provided on the JAMS
website (
). Alternatively,
you may commence
an arbitration
against the
Company, its
officers, directors,
employees, or
agents by
sending to
Company a written Notice
of Dispute (“Notice”). The
Notice to AT&T should be addressed to:
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
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
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
you are (or
were last) employed
by the Company.
Each party shall
pay in the
first instance its
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
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
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
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.
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
be set by the Arbitrator.
The Arbitration Award
The Arbitrator may
award any party
any remedy to
which that party
is entitled under
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.
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
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,
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
agreement to arbitrate their disputes.
Attachment A
/s/ Jason Kilar
Jason Kilar
March 20, 2020