Filed: 5 Aug 20, 4:36pm
John Stankey 208S. Akard St.
President and Chief Operating Officer Dallas, TX 75202
March 20, 2020
Private & Confidential
This letterconfirms ouroffer offull-time employmentwith WarnerMediaLLC (“WarnerMedia”or
“Company”) as the Company’s Chief Executive Officer reporting to me. The compensation andbenefits
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.
Youremployment wouldbe asa full-timeemployee andyou wouldnot performany dutiesas an
employee, contractor, sub-contractor, agent orotherwise for anyother person, corporation,partnership
or other entityduring the termof your employmentwith AT&Tother than certaincorporate, civic and
charitable boards and other activities that you have previously disclosed.
Place of Employment and Effective Date
Youwould begin employmenteffective May 1,2020 in LosAngeles, California. Youractual first day
of employment is referred to in this letter as the “Effective Date.”
Compensation (Base Salary, Short TermAwardand Long Term Award)
Base Salary. Your starting base salaryfor full-time employmentwould be atthe annual rateof $2,500,000
(the "BaseSalary”). Thelevel ofyour BaseSalary wouldbe subjectto reviewas partof ournormal
Annual Bonus. Youwould be eligible for an annual cash target bonus award of $2,500,000. Youractual
bonus is payable at thediscretion of the AT&TInc. Board of Directors orits delegate (collectively,the
Board) and issubject to adjustmentbased on accomplishment ofbusiness objectives andother
performance factors, includingyour individual performance.For 2020, yourannual cashtarget bonus
award will beprorated based onthe actual numberof days fromthe Effective Datethrough December
31, 2020 divided by366. The level ofyour annual cash targetbonus award would besubject 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. Youwould receive a one-time long-term compensation award granted in the
form ofRestricted StockUnits (“RSUs”)under theAT&T2018 IncentivePlan (orsuccessor tosuch
plan) asamended bythis letter.Youraward willbe agrant ofRSUs valuedon thegrant dateat
$48,000,000 determined in the sole discretion of the Board.One-fourth (1/4) of the RSU grant willvest
on February 15 of eachyear, starting in2021, and will befully 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 amendedas provided in thisjob offer letter, including that the
RSUs areeligible fordividend equivalentsfrom thedate ofgrant, distributionon the vestingdate,
distribution in theform ofAT&TInc. commonstock, and theConfidentiality, Non-compete and Non-
solicit Covenants of thisjob offer letter applyin lieu of theLoyalty provisions inthe 2018 IncentivePlan.
A copy of the prospectus forthe 2018 Incentive Plan is included with this letter.
Youwould beeligible toparticipate inbenefit plansand programsgenerally onthe sameterms and
conditions that theCompany makes themavailable to itssimilarly situated executiveemployees from
time-to-time, to the extentthat your position, tenure,salary, and other qualifications make youeligible to
participate. Theseinclude comprehensivemedical, supplementalmedical, dental,vision, prescription
drug, mentalhealth, disability,and lifeinsurance groupcoverage aswell as401(k) andnonqualified
deferred compensation benefits. Yourparticipation would be under the standard terms and conditions of
these plans as theymay be amended fromtime-to-time. All rights ofall employees underthe plans are
governed in allrespects by theplan documents establishingthe benefits providedunder each.AT&T
reserves the right to amend or terminate its employee benefit plans, programs, and policies at any time.
Death or Disability.In theevent your employment terminates as a result ofyour death or disability, you
or yourestate (inthe eventof yourdeath) wouldreceive yourBase Salaryearned throughyour
termination date and a prorata portion of your target AnnualBonus through your termination date. Also,
all of yourunvested RSUs willvest on thedate of your terminationof employment asa result ofyour
death or disability and will pay out promptly.
Severance Benefits. Thissection is operativein theevent theCompany terminatesyour employment
without cause orif you elect toterminate your employment withinsix (6) monthsfollowing the saleof all
or substantially allof the business andassets of the Companywithout the Companycausing the successor
to expressly assume the Company’s obligations under this job offer letter.
In thatevent, youwill receiveyour BaseSalary earnedthrough yourtermination dateand apro rata
portion of your annual cash target bonus through your termination date, adjusted for performance.
In addition,any unvestedRSUs thatare scheduledto vestduring theSeverance Periodwill vest.
Moreover, if your Severance Period extends beyond the nextFebruary 15th following your termination,
vesting of your RSU grant willbe prorated for the portion of theSeverance Period following such date,
and in the eventyour Severance Perioddoes not extendbeyond the next February15th following your
termination, vesting ofyour RSU grantwill be proratedfor the periodfrom themost recent February
15th through theend of theSeverance Period. Thesevested RSUs becomepayable upon yourtermination
of employment, subjectto all otherterms and conditionsof such grants.Any RSUs thatare not vested
pursuant tothe provisionsof thisparagraph shallbe completelyforfeited uponyour terminationof
Moreover, solong asyou continueto complywith theConfidentiality, Non-competeand Non-solicit
covenants, you would also continue to be treated like an employee of the Company for twelve (12)
months after your terminationof employment if yourperiod of employment continuedfor two or more
years or forsix (6) months afteryour termination ofemployment if yourperiod of employmentcontinued
for less thantwo (2) years.During such twelve(12) or six(6) month period,as applicable (the“Severance
Period”), solong asyou continueto complywith theConfidentiality, Non-competeand Non-solicit
covenants, you shallbe entitled to receive,whether or notyou become disabled ordie during such period:
Base Salary (on theCompany’s normal payrollpayment dates as ineffect immediately
prior to your termination of employment) at an annual rate equal to your Base Salaryin
effect immediately prior to your termination;
an annual bonus (on the date such annual bonusis paid to the Company’s employees) in
respect of each calendar year or portion thereof (in which case a pro rata portion ofsuch
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 participationin the Company’shealth and welfarebenefit plans(other than
disability), subject to their terms as they may be amended from time-to-time.
Finally, solong asyou continueto complywith theConfidentiality, Non-competeand Non-solicit
covenants, you shall be entitledto receive, beginning inthe month after your termination,twelve equal
monthly payments that, taken together, total the cash amount described in (a) or (b) below:
if yourperiod of employmentis two ormore years butless than threeyears, one times(1x)
the sumof yourannual BaseSalary andyour annualcash targetbonus asof thedate
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 BaseSalary andyour annualcash targetbonus asof thedate immediatelypreceding
If, at the time of yourtermination of employment with the Companyyou are a “specified employee” as
defined in Section 409A of the Code (andany related regulations or other pronouncements thereunder),
the Company willdefer for sixmonths thecommencement of thepayments described above(without
any reduction in such paymentsor benefits ultimately paid orprovided to you) untilthe 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.Youacknowledge thatyour employmentby theCompany will,throughout
your employment, bringyou into closecontact with manyconfidential affairs ofthe Company,AT&T
and theirrespective Affiliates(collectively, the“AT&TGroup”), includinginformation aboutcosts,
profits, markets, sales, products, key personnel, organizational plans, pricing policies,operational
methods, technicalprocesses, tradesecrets, plansfor futuredevelopment, strategicplans ofthe most
valuable nature and other businessaffairs and methods and other information not readily available to the
public. You further acknowledge that the services to beperformed under this Agreement areof a special,
unique, unusual, extraordinary and intellectual character.
Youagree to keep secret all confidential matters ofthe AT&TGroup and shall not disclose such matters
to anyone outside of the AT&TGroup, or to anyone inside theAT&TGroup who does not have a need
to know or use suchinformation, and shall not use suchinformation for personal benefit or the benefit of
a third party exceptwith the written consentof the Chief OperatingOfficer or Chief Executive Officer of
AT&T,provided that(i) youshall haveno suchobligation tothe extentsuch mattersare orbecome
publicly known other thanas a result ofyour breach of yourobligations hereunder and (ii)you may, after
giving prior notice to theAT&TGroup to the extent practicable underthe circumstances, disclose such
matters to theextent required byapplicable laws orgovernmental regulations orjudicial or regulatory
process. For theavoidance of doubt,such confidential mattersinclude any oralor written information
relating to AT&TGroup or any of its officers, directors, employees, agents andjoint venture partners.In
addition, youagree thatthe termsof thisAgreement shallbe deemedconfidential andshall notbe
discussed ordisclosed byyou withany personother thanyour spouse(if applicable),attorney, or
accountant, provided that such discussions or disclosures shall be conditionedupon the agreement of the
person to whom theterms are disclosedto maintain the confidentiality ofsuch terms, or as providedin
clauses (i) or(ii) above. Thisconfidentiality covenantis notintended to,and shallbe interpretedin a
manner thatdoes not,limit orrestrict you fromexercising anylegally protectedwhistleblower rights
under any applicable law and receiving compensation therefore if provided by applicable law or rule.
Moreover, youacknowledge andagree thatyou shallnot atany timedenigrate, ridicule,criticize or
disparage the AT&TGroup or anyof its respectivecurrent or formerofficers, directors, employeesor
joint venture partnersto any thirdparty (whether throughnon-public communication withany person,
social media or in any public communication to the media).
Non-compete Covenant. Youfurther acknowledge that thebusiness of WarnerMediaand its direct and
indirect subsidiaries (collectively,the “WarnerMedia Group”) isglobal in scope,that its productsand
services are marketed throughoutthe world, that theWarner MediaGroup competes in nearlyall of its
business activities with other entities that are or could be located in nearly any partof the world and that
the nature ofyour services, positionand expertise are suchthat you arecapable of competingwith the
Warner Media Group from nearly any location in the world.
During your employment,you agree thatyou will not,directly or indirectly,without the priorwritten
consent of the Chief Operating Officer or ChiefExecutive Officer of AT&T:(x) render any services to,
manage, operate, controlor act inany capacity (whetheras a principal, partner, director, officer, member,
agent, employee, consultant, owner,independent contractor or otherwise andwhether or not for
compensation) for,any personor entitythat isa CompetitiveEntity, or(y) acquire,on aprospective
basis, any interestof any typein any CompetitiveEntity, including without limitation asan owner, holder
or beneficiary of any stock, stock options or other equity interest.
“Competitive Entity” means abusiness (whether conducted through anentity or by individuals including
employee inself-employment) thatis engagedin anybusiness thatcompetes, directlyor indirectly
through anyparent, subsidiary,affiliate, jointventure, partnershipor otherwise,with (x)any ofthe
business activities carried on by the WarnerMedia Group in any geographic location where theWarner
Media Group conducts business (including without limitation a Competitive Activity as defined below),
(y) any businessactivities being planned bythe Warner Media Group or inthe process of development at
the time of your terminationof employment (as evidenced by writtenproposals, market research, RFPs
and similarmaterials) or(z) anybusiness activitythat the WarnerMedia Grouphas covenanted,in
writing, not to compete with in connection with the disposition of such a business.
“Competitive Activity”means businessactivities withinthe linesof businessof theWarner Media
Group, including without limitation, (a)the operation of domestic and internationalnetworks, premium
pay television services and direct-to-consumer video content providers(including the production,
provision and/ordelivery ofprogramming tocable systemoperators, satellitedistribution services,
telephone companies,Internet ProtocolTelevision systems,mobile operators,broadband andother
distribution platforms and outlets or directly to consumers) and websites and digital applications
associated withsuch networks,services andproviders; (b)the sale,licensing and/ordistribution of
content on DVDand Blu-ray discs, videoon demand,electronic sell-through,applications for mobile
devices, the Internet or otherdigital services; and (c) theproduction, distribution and licensing ofmotion
pictures and other entertainment assets, televisionprogramming, animation, interactive games (whether
distributed inphysical formor digitally)and othervideo productsand theoperation ofwebsites and
digital applications associated with the foregoing.
Nothing in this job offerletter is intended to (and shallnot be interpreted to) provide forany restriction
on your ability to seek employment with a Competitive Entity after your termination of employment.
Non-solicit Covenant. For a period ofone year after your termination ofemployment, without the prior
written consent of theChief Operating Officeror Chief Executive Officerof AT&TInc., you shall not
employ, andshall not causeany entity ofwhich you arean affiliate toemploy, anyperson who wasa
full-time employee of the WarnerMedia Group at the date of such termination of employment or within
six months priorthereto, but suchprohibition shall notapply to yoursecretary or executive assistant or to
any other employee eligible to receive overtime pay.
Ownership ofWork Product.Youacknowledge thatduring youremployment, youmay conceiveof,
discover, invent or create inventions, improvements, new contributions, literary property, material, ideas
and discoveries,whether patentableor copyrightableor not(all ofthe foregoingbeing collectively referred
to herein as “Work Product”), and thatvarious business opportunities shall bepresented to you byreason
of your employment by the Company. Youacknowledge that all of the foregoing shall be owned by and
belong exclusively tothe Company andthat you shallhave no personalinterest therein, providedthat
they are either relatedin any manner tothe business (commercial orexperimental) of the Company,or
are, inthe caseof WorkProduct, conceivedor madeon theCompany’s timeor withthe useof the
Company’s facilities or materials,or, in the caseof business opportunities,are presented to youfor the
possible interest or participationof the Company. Youshall (i) promptlydisclose any suchWork Product
and businessopportunities tothe Company;(ii) assignto theCompany, uponrequest andwithout
additional compensation, the entire rights to such Work Product and business opportunities; (iii) sign all
papers necessary tocarry out theforegoing; and (iv)give testimony in supportof your inventorship or
creation in any appropriatecase. Youagree that youwill not assertany rights toany WorkProduct or
business opportunity as having been made or acquired by you prior to the date of this Agreement except
for WorkProduct or businessopportunities, if any,disclosed to and acknowledgedby the Company in
writing prior to the date hereof.
Covenants to Others.Youhave indicated tous that thereare no agreementsthat would impactyour ability
to be employed by WarnerMediain this position, or in any way would prevent you from performing the
functions of this position.If you acceptthis offer, we specifically instruct younot to use anytrade secrets,
confidential informationor proprietary informationobtained fromthird parties, includingany former
employer or anyother entity orperson. Wealso instruct younot to useany unpublished documentsor
any other property belonging to anyformer employer or any otherparty to whom you have an obligation
of confidentiality.To theextent we discoverthat any ofsuch materials havebeen brought withyou or
are being usedby you in connectionwith performing your jobduties, this will begrounds for disciplinary
Withholding Taxes.Payments made to youpursuant to this joboffer letter shall besubject to withholding
and social security taxes and other ordinary and customary payroll deductions.
Compliance with IRC Section 409A. This job offer letter isintended, and will be interpreted, to comply
with Section 409A of the Internal Revenue Code. Notwithstanding anything herein to the contrary,(i) if
at thetime ofyour terminationof employmentwith the Companyyou area “specified employee”as
defined in Section 409Aof the Code (andany related regulations orother pronouncements thereunder)
and thedeferral of thecommencement of anypayments orbenefits otherwise payablehereunder asa
result of such terminationof employment is necessaryin order to preventany accelerated or additional
tax under Section 409A of the Code, then the Company will defer the commencementof the payment of
any such payments or benefits hereunder (without any reduction in suchpayments or benefits ultimately
paid or provided to you)until the date that is sixmonths following your termination of employmentwith
the Company (orthe earliest dateas is permittedunder Section 409A of the Code); and (ii) if any other
payments of money orother benefits due to you hereunder could cause theapplication of an accelerated
or additional taxunder Section 409Aof the Code,such payments orother benefits shallbe deferred if
deferral will makesuch payment orother benefits compliantunder Section409A of theCode, or otherwise
such payment orother benefits shallbe restructured, tothe extent possible,in a manner,determined by the
Company, thatdoes not cause suchan accelerated oradditional tax. Tothe extent anyreimbursements
or in- kind benefits due to you under this Agreement constitutes “deferred compensation” under Section
409A ofthe Code,any suchreimbursements orin-kind benefitsshall bepaid toyou ina manner
consistent with Treas.Reg. Section 1.409A-3(i)(1)(iv). Tothe extent necessary tocomply with Section
409A of the Code,neither you nor anyof your creditorsor beneficiaries shallhave the right tosubject
any “deferredcompensation” underSection 409Aof theCode payableunder thisAgreement toany
anticipation, alienation,sale, transfer,assignment, pledge,encumbrance, attachmentor garnishment.
Each paymentmade underthis Agreementshall bedesignated asa “separatepayment” withinthe
meaning ofSection 409Aof theCode. Referencesin thisAgreement toyour terminationof active
employment or yourEffective TerminationDate shallbe deemed torefer to thedate upon whichyou
have a “separationfrom service” withthe Company andits Affiliates within themeaning of Section409A
of theCode. TheCompany shallconsult withyou in goodfaith regarding theimplementation of the
provisions ofthis Section12.17; providedthat neitherthe Companynor any ofits employeesor
representatives shall have any liabilityto you with respect thereto.
Management Arbitration Agreement.By signing thisjob offer letter,you accept and agreeto the terms
of theManagement ArbitrationAgreement, whichis attachedhereto andincorporated hereinfor all
purposes as Attachment A.
Indemnification. Youwould beentitled throughoutyour employment(and afteryour terminationof
employment, to the extent relating to serviceduring your employment) to the benefit ofthe exculpation
and indemnification provisionscontained in theCompany’s bylaws(not including anyamendments or
additions afterthe EffectiveDate thatlimit ornarrow, butincluding anythat addto orbroaden, the
protection afforded to you by those provisions).
AT&TStock TradingPolicy. Youwould be subjectto the AT&TStock TradingPolicy, asit may be
amended from time-to-time (“Policy”), as applicable to executive level employees. The Policy currently
prohibits acquiringthe stockof AT&T’scompetitors whileemployed withthe Company.While the
current Policy would notrequire you to liquidateany of your existingholdings, you agree toconsult with
AT&T’sSenior Executive Vice President and GeneralCounsel prior to any sale of stock you hold inan
Termination of Employment.Notwithstanding any other provision of this offer letter,your employment
would be employmentat will. Accordingly, eitherparty may terminateyour employment, withor without
cause; provided, ifyou elect toterminate your employment,you will firstgive theChief Operating Officer
or the ChiefExecutive Officer ofAT&TInc. at leastsixty (60) days advancewritten notice, during which
time youremployment shallcontinue unlessmutually agreedotherwise. Uponyour terminationof
employment, no further compensation shall be paid to you except as described in thisjob offer letter and
pursuant to any employeebenefit plans or policiesas they apply toyou at the timeof your termination
Any questionsyou haveregarding yourspecific compensationand benefitsmay bedirected toJohn
Palmer, Senior VicePresident – Human Resources.
On behalf of WarnerMediaLLC, we look forward to working with you.
/s/ Jason KilarMarch 20, 2020
Please carefully review this Management Arbitration Agreement.
Under thisAgreement, youand WarnerMediaLLC, thecompany thatemploys you(“the
Company”), agreethat anydispute towhich thisAgreement applieswill bedecided byfinal and
binding arbitration instead of court litigation. Arbitration is moreinformal than a lawsuit in court,and
may be faster. Arbitrationuses a neutral arbitrator instead of ajudge or jury,allows for more limited
discovery thanin court,and issubject tovery limitedreview bycourts. Underthis Agreement,
Arbitrators can award the same damages andrelief that a court can award.Any arbitration under this
Agreement will takeplace on anindividual basis; classarbitrations and classactions are not permitted.
Except for a filing feeif you initiate a claim,the Company pays all thefees and costsof the Arbitrator.
Moreover, in arbitration you are entitled to recover attorneys’ fees from AT&Tto the same extentas
you would be in court.
How This Agreement Applies
This Agreement is governedby the Federal ArbitrationAct, 9 U.S.C. §1 and following, and
evidences a transaction involving commerce. This agreement applies to anyclaim that you may have
against anyof thefollowing: (1)any AT&Tcompany, (2)its presentor formerofficers, directors,
employees or agents in theircapacity as such or otherwise,(3) the Company's parent, subsidiaryand
affiliated entities, and allsuccessors and assignsof any ofthem; and thisagreement also applies to any
claim that the Company or any other AT&Tcompany may have against you. Unless stated otherwise
in this Agreement,covered claims includewithout limitation thosearising outof orrelated toyour
employment or terminationof employment withthe Company andany other disputesregarding the
employment relationship,trade secrets,unfair competition,compensation, breaksand restperiods,
termination, defamation, retaliation, discrimination or harassment and claimsarising under the
Uniform Trade SecretsAct, Civil Rights Act of1964, Americans With DisabilitiesAct, Age
Discrimination in EmploymentAct, Family MedicalLeave Act,Fair Labor StandardsAct, Genetic
Information Non-Discrimination Act, and state statutes and local laws, if any, addressing the same or
similar subject matters,and all otherstate and localstatutory and commonlaw claims. ThisAgreement
survives after the employmentrelationship terminates. Nothing contained in this Agreementshall be
construed to prevent or excuse you from utilizing the Company's or employeebenefit plans’ existing
internal procedures for resolution of complaints.
Except asit otherwiseprovides, thisAgreement isintended toapply tothe resolutionof
disputes that otherwise would be resolved in a court. This Agreement requires all such disputesto be
resolved only by an arbitrator throughfinal and binding arbitration and notby way of a court or jury
trial. Such disputesinclude without limitationdisputes arising outof or relatingto 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
Limitations On How This Agreement Applies
This Agreement does not apply to claims for workers compensation, state disability insurance
and unemployment insurancebenefits. In orderto ensure thatemployee benefit planclaims procedures
comply fully with Department of Labor regulations (for example, 29 C.F.R. § 2560.503-1(c)(4)), this
Agreement also does not applyto claims arising underthe Employee Retirement Income SecurityAct
Regardless of anyother termsof thisAgreement, youmay stillbring certain claimsbefore
administrative agencies or government offices or officials if applicable law permits access to such an
agency, office, or official, notwithstanding theexistence of anagreement to arbitrate. Exampleswould
include, but not belimited to, claimsor charges broughtbefore the Equal EmploymentOpportunity
Commission (www.eeoc.gov), theU.S. Departmentof Labor(www.dol.gov), theNational Labor
Relations Boardwww.nlrb.gov), orthe Officeof FederalContract CompliancePrograms
(www.dol.gov/esa/ofccp). Nothingin this Agreementshall be deemedto preclude orexcuse a party
from bringing an administrativeclaim before any agencyor employee benefit planin order to fulfill
the party's obligation to exhaust administrative remedies before making a claim in arbitration.
Disputes that maynot be subjectto a pre-disputearbitration agreement, suchas provided by
the Dodd-FrankWall StreetReform andConsumer ProtectionAct (PublicLaw 111-203), alsoare
excluded from the coverage of this Agreement.
Tothe maximum extent permitted by law, you hereby waive anyright to bring on behalf
of personsother thanyourself, orto otherwiseparticipate withother personsin: anyclass
action; collective action;or representative action, includingbut not limitedto any representative
action underthe CaliforniaPrivate AttorneysGeneral Act(“PAGA”)or other,similar state
statute. Youretain the right,however, tobring claims inarbitration, including PAGAclaims,
but only for yourself asan individual. If a courtdetermines that you cannot waive your right to
bring a representativeaction under PAGA,any such claimmay only bebrought in courtand
not in arbitration.
Arbitration Rules, Selecting The Arbitrator,And Location Of Hearing
The arbitrationwill beheld underthe auspicesof athird partywhich willmanage the
arbitration process:JAMS, Inc.or anysuccessor. Thearbitration shallbe inaccordance withits
Employment Arbitration Rules& Procedures (andno other JAMSrules), which arecurrently available
at http://www.jamsadr.com/rules-employment-arbitration. The Company will supply you with a
printed copy of thoserules upon your request.Unless you and theCompany mutually agree otherwise,
the Arbitrator shallbe either a retiredjudge, or an attorneywho is experienced inemployment law and
licensed to practicelaw in thestate in whichthe arbitration isconvened (the“Arbitrator”), selected
pursuant to JAMS rules or by mutual agreement of the parties.
The Arbitrator shall applythe substantive law (andthe law of remedies,if applicable) ofthe
state inwhich theclaim arose,or federallaw, orboth, asapplicable tothe claim(s)asserted. The
Arbitrator iswithout jurisdictionto applyany differentsubstantive lawor lawof remedies.The
Federal Rulesof Evidenceshall apply.The arbitrationshall befinal andbinding uponthe parties,
except as provided in this Agreement.
Unless each party to the arbitration agrees in writingotherwise, the location of the arbitration
proceeding shall be afacility chosen by JAMSwithin the county (orparish) where you workor last
worked for the Company. If you so choose, and if your residence is notin the same county (or parish)
where you workor last workedfor the Company,you may designatethat the proceedingwill occur
within the county (or parish) where you reside.
Notice Requirements And Starting An Arbitration
The Company must,and you may, notify theother party ofa claim tobe arbitrated by usingthe
forms provided on the JAMSwebsite (http://www.jamsadr.com). Alternatively,you may commence
an arbitrationagainst theCompany, itsofficers, directors,employees, oragents bysending tothe
Company a written Noticeof Dispute (“Notice”). TheNotice to AT&T should be addressed to:AT&T
Legal Department, 208 S. Akard St., Room 3305, Dallas, TX 75202 (“NoticeAddress”). The Notice
must (a) identify all parties, (b) describe the natureand basis of the claim or dispute; and (c) set forth
the specific reliefsought (“Demand”). Any partygiving written notice ofa claim to be arbitrated must
do so nolater than theexpiration of thestatute of limitations(deadline for filing)that the lawprescribes
for the claim.
The Arbitrator shallresolve all disputesregarding the timelinessor propriety ofthe 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 connectionwith an arbitrable controversy, but only upon
the ground that the awardto which that party maybe entitled would be renderedineffectual without
such provisional relief.
Paying For The Arbitration
The Companywill beresponsible forpaying anyfiling feeand thefees andcosts ofthe
Arbitrator; provided,however, thatif youare theparty initiatingthe claim,you willcontribute an
amount equal to thefiling fee to initiatea claim in thecourt of general jurisdictionin the state inwhich
you are (orwere last) employedby the Company.Each party shallpay in thefirst instance itsown
litigation costs and attorneys’ fees,if any.However, if anyparty prevails on astatutory claim which
affords theprevailing partyattorneys’ feesand litigationcosts, orif thereis awritten agreement
providing forattorneys’ feesand/or litigationcosts, theArbitrator shallrule upona motionfor
attorneys’ feesand/or litigationcosts underthe samestandards acourt wouldapply underthe law
applicable to the claim(s) at issue.
How Arbitration Proceedings Are Conducted
In arbitration, the partieswill have the rightto conduct limited civildiscovery, bring
dispositive motions, and presentwitnesses and evidence asneeded to present theircases 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 designatedby anotherparty. Eachparty alsoshall havethe rightto makeone requestfor
production of documents to any party. Requests for additional depositions or discovery may be made
to theArbitrator selectedpursuant tothis Agreement.The Arbitratormay grantsuch additional
discovery if theArbitrator finds theparty has demonstrated that itneeds the requesteddiscovery to
adequately arbitratethe claim,taking intoaccount theparties’ mutualdesire tohave afast, cost-
effective dispute-resolutionmechanism. Each partyshall have theright to subpoena
documents and witnesses from thirdparties subject to any limitationsthe Arbitrator shall impose for
good cause shown.
The Arbitrator shallhave jurisdiction to hearand rule onpre-hearing disputes andis authorized
to holdpre-hearing conferencesby telephoneor inperson, asthe Arbitratordeems advisable.The
Arbitrator shallhave theauthority toentertain amotion todismiss and/ora motionfor summary
judgment by any party and shall apply the standards governing such motions under the Federal Rules
of Civil Procedure.
Should any party refuse orneglect to appear for,or participate in, the arbitrationhearing, the
Arbitrator shall have the authority to decide the dispute based upon whatever evidence is presented.
Either party shallhave the rightto file apost-hearing brief. Thetime for filingsuch a briefshall
be set by the Arbitrator.
The Arbitration Award
The Arbitrator mayaward any partyany remedy towhich that partyis entitled underapplicable
law, but suchremedies shall belimited to thosethat would beavailable to aparty in hisor her individual
capacity in a court of law for the claims presented to and decided by the Arbitrator.
The Arbitrator will issuea decision oraward in writing,stating the essentialfindings of fact
and conclusions of law. A court of competent jurisdiction shall have the authority toenter a judgment
upon the award made pursuant to the arbitration.
It is againstCompany policy forany Employee tobe subject toretaliation if heor she exercises
his or herright toassert claimsunder this Agreement.If you believethat youhave been retaliated
against by anyone atthe Company, you should immediately reportthis to the AT&T Hotline at 1-888-
871-2622, or go to www.tnwgrc.com/att
Sole and Entire Agreement
This isthe complete agreementof theparties onthe subject ofarbitration ofdisputes. This
Agreement supersedes anyprior or contemporaneousoral or writtenunderstandings on thesubject. No
party is relying onany representations, oral orwritten, on thesubject of the effect,enforceability or
meaning of this Agreement, except as specifically set forth in this Agreement.
Construction and Severability
If any provisionof thisAgreement is adjudicatedto be voidor otherwise unenforceable,in
whole or in part, suchadjudication shall not affect the validity of theremainder of the Agreement. All
provisions shall remain in full force and effectbased on the parties’ mutual intent to create abinding
agreement to arbitrate their disputes.
I ACKNOWLEDGE THATI HAVECAREFULLYREAD THIS AGREEMENT,THATI
UNDERSTAND ITSTERMS, THATALL UNDERSTANDINGSAND AGREEMENTS
BETWEEN THE COMPANYAND ME RELATINGTO THE SUBJECTS COVERED IN THE
AGREEMENT ARECONTAINED INIT, ANDTHATI HAVEENTERED INTOTHE
AGREEMENT VOLUNTARILYAND NOT IN RELIANCE ONANY PROMISES OR
REPRESENTATIONSBY THECOMPANYOTHER THANTHOSE CONTAINEDIN THIS
I UNDERSTAND THAT BY SIGNING THISAGREEMENT I AMGIVING UP MYRIGHT
TO A JURY TRIAL.
I FURTHERACKNOWLEDGE THATI HAVEBEEN GIVEN THEOPPORTUNITY TO
DISCUSS THIS AGREEMENT WITHMY PRIVATELEGAL COUNSEL AND HAVE AVAILED
MYSELF OF THATOPPORTUNITY TO THE EXTENT I WISHTO DO SO.
/s/ Jason Kilar
March 20, 2020