ex102






 

 

 

 

 

 


 
 
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