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T AT&T

Filed: 5 Aug 20, 4:36pm
 
 
 
 
 
 
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1
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
 
 
 
 
 
2
$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
 
 
 
 
3
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.
 
 
 
 
4
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.
 
 
 
 
 
 
 
5
 
“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.
 
 
 
 
 
 
 
 
6
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.
 
 
 
 
 
 
 
 
7
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
 
 
 
 
1
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.
 
 
 
 
 
 
 
 
 
 
2
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.
 
 
 
 
 
 
3
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
 
 
4
 
 
 
 
 
 
5
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