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Attachment 1

MUTUAL ARBITRATION AGREEMENT 

READ THIS PORTION OF THE HANDBOOK CAREFULLY BECAUSE YOUR CONTINUED 

EMPLOYMENT CONFIRMS THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS 

SET FORTH HEREIN. 

As a condition of your employment or continued employment of Employee by O.C. Communications, Inc. (the 

“Company”) (the term “Company” shall include for all purposes of this Agreement, the company and its affiliates, 

subsidiaries and related organizations and their executives, employees, members, shareholders, and agents), the 

Company and employee enter into this Mutual Arbitration Agreement (“Agreement”). The parties acknowledge by 

their signatures below that this Agreement is supported by adequate consideration. 

Agreement to Arbitrate Certain Disputes and Claims

The Company and Employee agree to arbitrate before a neutral arbitrator any and all disputes or claims, which 

would otherwise by subject to resolution in court, arising from or relating to Employee’s recruitment to or 

employment with the Company, or the termination of that employment, including claims against any current or 

former agent or employee of the Company, whether the disputes or claims arise in tort, contract, or pursuant to a 

statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized, including, 

but not limited to, the following claims: 

• claims for fraud, promissory estoppel, fraudulent inducement of contract or breach of contract or 

contractual obligation, whether such alleged contract or obligation be oral, written, express or implied by 

fact or law, including breach of the covenant of good faith and fair dealing; 

• claims for wrongful termination of employment, violation of public policy and constructive discharge, 

infliction of emotional distress, misrepresentation, interference with contract or prospective economic 

advantage, defamation, unfair business practices, misappropriation of trade secrets and any other tort or 

tort-like causes of action relating to or arising from the employment relationship or the formation or 

termination thereof; 

• claims for fair employment, discrimination, harassment, or retaliation under any and all federal, state, or 

municipal statutes, regulations, or ordinances that prohibit discrimination, harassment, or retaliation in 

employment, to the fullest extent permitted by law, including but not limited to, claims arising under Title 

VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the 

Age Discrimination in Employment Act of 1967 (“ADEA”), 42 U.S.C. Section 1981, the Older Workers 

Benefit Protection Act “(OWBPA”), the Family and Medical Leave Act (“FMLA”), and similar state or 

local laws; 

• claims for non-payment or incorrect payment of wages, commissions, bonuses, severance, employee fringe 

benefits, leave benefits, failure to provide meal and rest periods, stock options and the like, whether such 

claims be pursuant to alleged express or implied contract or obligation, equity, state wage and hour laws, 

the Fair Labor Standards Act, the Employee Retirement Income Securities Act, the FMLA, and any other 

federal, state or municipal laws concerning wages, compensation or employee benefits; and 

• claims arising out of or relating to the grant, exercise, vesting and/or issuance of equity in the Company or 

options to purchase equity in the Company. 

Arbitration of the disputes and claims covered by this agreement shall be the sole and exclusive method of resolving 

any and all existing and future disputes or claims arising out of Employee’s recruitment to or employment with the 

Company or the termination thereof. 

MATTERS COVERED BY THIS AGREEMENT WILL NOT BE SUBJECT TO TRIAL BY A JURY OR 

BY A COURT OF ANY JURISDICTION.

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The following claims are not covered by this agreement and shall therefore be resolved in any appropriate forum, 

including courts of law, as required by the laws then in effect: (1) claims disputing disciplinary actions, write-ups, 

raises, demotions, failure to promote, transfers or other employment actions, unless such employment actions are 

related, in any way, to any statutory, constitutional or common law cause of action, including retaliation claims; (2) 

workers’ compensation claims; (3) unemployment insurance benefits claims; and (4) disputes or claims that are 

expressly excluded by statute, state law or applicable court decision from being resolved by mandatory arbitration, 

and disputes that are expressly required to be arbitrated under a different procedure pursuant to the terms of an 

employee benefit plan. 

Nothing in this agreement shall prevent either party from seeking from a court the remedy of a temporary injunction 

to preserve the effectiveness of arbitration. Nothing in this agreement should be interpreted as restricting or 

prohibiting any employee from filing a charge or complaint with a federal, state, or local administrative agency 

charged with investigating and/or prosecuting complaints under any applicable federal, state or municipal law or 

regulation, such as the National Labor Relations Board, the U.S. Equal Employment Opportunity Commission or 

state equivalent agencies, or from participating in any investigation or proceeding conducted by any such agency. 

However, any dispute or claim that is not resolved through the federal, state, or local agency must be submitted to 

arbitration in accordance with this agreement. Either party to this agreement may, if necessary, seek judicial relief 

in order to enforce this agreement and/or seek dismissal for the failure to honor this agreement. Should either party 

pursue any dispute covered by this agreement by any method other than by arbitration, the other party shall be 

entitled to recover from the non-complying party all damages, costs, expenses and attorneys’ fees incurred as a 

result of such action, unless recovery of such sums is prohibited by OWBPA, the ADEA, or other federal state or 

local law. 

Any demand for arbitration by either the Employee or the Company shall be filed within the statute of limitation that 

is applicable to the claim(s) upon which arbitration is sought or required. Any failure to demand arbitration within 

this time frame shall constitute a waiver of all rights to raise any claims in any forum arising out of any dispute that 

was subject to arbitration. 

Arbitration Procedures

A party seeking to initiate arbitration must submit a “Request For Arbitration” in writing to the other party within 

the applicable statute of limitations period of the matter had been brought in a court of law. If the “Request For 

Arbitration” is not submitted in accordance with the aforementioned time limitations, the initiating party will not be 

able to raise the claim in an arbitration or any other forum. The Request For Arbitration shall, unless otherwise 

required by law, clearly state “Request For Arbitration” at the beginning of the first page and include the following 

information: 

• A factual description of the dispute in sufficient detail to advise the responding party of the nature of the 

dispute; 

• The date when the dispute first arose; 

• The names, work locations, and telephone numbers of any co-workers, witnesses or supervisors with 

knowledge of the dispute; and 

• The relief requested by the requesting party. 

A Request for Arbitration from an employee must be submitted to the Company. A Request For Arbitration from 

the Company must be mailed to the employee’s last known address or hand-delivered to the employee. The party to 

whom the Request For Arbitration is directed will respond within thirty (30) days so that the parties can begin the 

process of selecting an Arbitrator. Such response may include any counterclaims.

Any dispute in arbitration must be brought on an individual basis only, and not on a class, collective, or private 

attorney general basis. Accordingly, 

(a) There will be no right or authority for any dispute to be brought, heard or arbitrated as a class action ("Class 

Action Waiver"). The Class Action Waiver shall not be severable from this Agreement in any case in which (1) the 

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dispute is filed as a class action and (2) a civil court of competent jurisdiction finds the Class Action Waiver is 

unenforceable. In such instances, the class action must be litigated in a civil court of competent jurisdiction. 

(b) There will be no right or authority for any dispute to be brought, heard or arbitrated as a collective action 

("Collective Action Waiver"). The Collective Action Waiver shall not be severable from this Agreement in any case 

in which (1) the dispute is filed as a collective action and (2) a civil court of competent jurisdiction finds the 

Collective Action Waiver is unenforceable. In such instances, the collective action must be litigated in a civil court 

of competent jurisdiction. 

(c) There will be no right or authority for any dispute to be brought, heard or arbitrated as a private attorney general 

action ("Private Attorney General Waiver"). The Private Attorney General Waiver shall be severable from this 

Agreement in any case in which (1) the dispute is filed as a private attorney general action and (2) a civil court of 

competent jurisdiction finds the Private Attorney General Waiver is unenforceable. In such instances, the private 

attorney general action must be litigated in a civil court of competent jurisdiction. 

Selection of the Arbitrator

All disputes will be resolved by a single Arbitrator. The Arbitrator will be mutually selected by the Company and 

the employee. If the parties cannot agree on an Arbitrator, then a list of seven (7) arbitrators, experienced in the 

legal issues presented by the Request For Arbitration and any counterclaims thereto, shall be provided by a qualified 

referral source such as [e.g., the Federal Mediation and Conciliation Service, the American Arbitration Association 

or JAMS]. The Arbitrator will be selected by the parties, who will alternately strike names from the list. The last 

name remaining on the list will be the Arbitrator selected to resolve the dispute. Upon selection, the Arbitrator shall 

set an appropriate time, date and place for the arbitration, after conferring with the parties. 

Hearing Procedure

Except as provided herein, the arbitration shall be conducted in accordance with the existing National Rules for the 

Resolution of Employment Disputes of the American Arbitration Association; provided, however, that the Arbitrator 

shall allow the discovery authorized by the Federal Rules of Civil Procedure or any other discovery required by 

applicable law in arbitration proceedings. Also, to the extent that any of the National Rules for the Resolution of 

Employment Disputes or anything in this agreement conflicts with any arbitration procedures required by applicable 

law, the arbitration procedures required by applicable law shall govern. Upon motion from any party, the Arbitrator 

is expressly vested with the power to dismiss any claim or counterclaim, so long as such dismissal is consistent with 

applicable law. Nothing in this agreement relieves any party from any obligation they may have to exhaust certain 

administrative remedies before arbitrating any claims or disputes under this agreement, and the Arbitrator may 

dismiss a claim for failure to exhaust an administrative remedy, so long as such dismissal is consistent with 

applicable law. 

The Arbitrator shall issue a written award that sets forth the essential findings and conclusions on which the award is 

based. The Arbitrator shall have the authority only to determine the issue(s) submitted to him/her. The issue(s) 

must be identifiable in the “Request For Arbitration” or counterclaims(s). Except as required by law, any issue(s) 

not identifiable in those documents is outside the scope of the Arbitrator’s jurisdiction and any award involving such 

issue(s), upon motion by a party, shall be vacated. 

The Arbitrator shall be empowered to award either party any remedy at law or in equity that the prevailing party 

would otherwise have been entitled to had the matter been litigated in court, including, but not limited to, general, 

special, and punitive damages, and injunctive relief; provided, however, that the authority to award any remedy is 

subject to whatever limitations, if any, exist in the applicable law on such remedies. 

The Arbitrator shall adhere to the terms of this agreement. The Arbitrator shall have no power to add to or modify 

the terms of this agreement. In reaching a decision, the Arbitrator shall be bound by the law and applicable legal 

precedent, and shall have no power to vary from the law or legal precedent. 

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The Arbitrator’s award shall be final and binding, except that is shall be subject to correction, confirmation, or 

variation, as provided by any applicable law setting forth the standard of judicial review of arbitration awards. 

Judgment on the award rendered by the Arbitrator may be entered in any Court having jurisdiction. 

Place of Arbitration

The arbitration shall take place in the city where the employee was primarily employed, or at any other mutually 

agreeable location. 

Governing Law

This agreement and its validity, construction, and performance, as well as disputes and/or claims arising under this 

agreement shall be governed by applicable federal law or the laws of the State where the employee primarily works 

or worked, whichever more comprehensively provides for the enforcement of this agreement. 

Mediation

Nothing in this agreement shall prevent the parties from agreeing to submit the dispute to mediation. If the dispute 

is not resolved through mediation, it shall be submitted to binding arbitration pursuant to the terms of this 

agreement. 

Costs of Arbitration

O.C. Communications will bear the Arbitrator’s fee and any other type of expense or cost that the employee would 

not be required to bear if he or she were free to bring the dispute or claim in court as well as any other expense or 

cost that is unique to arbitration. The Company and any employee shall each pay their own attorneys’ fees incurred 

in connection with the arbitration, and the Arbitrator will not have authority to award attorneys’ fees unless a statute 

or contract at issue in the dispute authorizes the award of attorneys’ fees, in which case the Arbitrator shall have the 

authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to 

whether the Company or the employee is the prevailing party in the arbitration, the Arbitrator will decide this issue. 

Severability

If any term or portion of this agreement shall, for any reason, be held to be invalid or unenforceable or to be contrary 

to public policy or any law, then the remainder of this agreement shall not be affected by such invalidity or 

unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof 

had not existed within this agreement. 

Complete Agreement

This agreement contains the complete agreement between O.C. Communications and its employees regarding the 

subjects covered in it; that it supersedes any and all prior representations and agreements, if any, and that it may be 

modified only in writing, expressly referencing this agreement, and signed by the Company’s CEO/President. If this 

modification to the handbook is not or has not been signed by any employee, but the employee continues to accept 

employment after having notice of the modification, it shall become effective after a reasonable period. 

Knowing and Voluntary Agreement

All employees understand and agree that by staying employed with O.C. Communications, they are waiving all 

rights to a trial or hearing before a court or jury of any and all disputes and claims subject to arbitration under this 

agreement. Nothing in this agreement creates, or is intended to create, a promise or representation of continued 

employment for any employee. Unless you have a written employment contract signed by you and the Company’s 

President, your employment with O.C. Communications is employment at-will. Employment at-will may be 

terminated at the will of either O.C. Communications or the employee. Employment and compensation may be 

terminated with or without cause and with or without notice at any time by you or O.C. Communications. 

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