February 4, 2020

Dear Ms. Dugan:

You and the Recording Academy negotiated and signed your Employment Agreement fewer than
nine months ago. You were represented in those negotiations by a lawyer of your choosing, and
you agreed at that time to all of the terms and conditions of the Employment Agreement, including
the obligation to resolve any and all “claims, disputes and controversies of any kind” between you
and the Recording Academy before a mutually-selected neutral arbitrator from the American
Arbitration Association (the “AAA”). Arbitration has been uniformly recognized by courts and
commentators alike as an entirely fair process for achieving justice, while usually being far less costly
than full-blown civil litigation. In the recent words of the Supreme Court, arbitration offers the
“promise of quicker, more informal, and often cheaper resolutions for everyone involved.” Epic Sys.
Corp. v. Lewis, 138 S. Ct. 1612, 1621 (2018).

The arbitration clause in your Employment Agreement provides that “no party or arbitrator may
disclose the existence, content or result of any arbitration hereunder without the prior written
consent of both parties.” We acknowledge your request for “transparency and accountability” as
set forth in your January 29, 2020 letter to the Executive Committee, and we wholeheartedly agree
with your proposal to have the dispute between you and the Academy heard publicly – so that the
“public and the music industry” can hear what happened between you and the Academy. The
Recording Academy has absolutely nothing to hide and, in fact, welcomes the opportunity to tell its
story so that the entire music community and the world can hear the truth – and nothing but the
truth – about what you did to this proud institution during your brief tenure as President/CEO. In
short, we welcome a full public airing of your allegations against the Academy as well as the
Academy’s many claims and defenses against you.

Therefore, the Academy hereby agrees to waive the confidentiality provision contained in the
arbitration clause of the Employment Agreement (Section 15(e)) and asks that you confirm in writing
your reciprocal waiver. If you truly want a process with “transparency and accountability” then
please join us in waiving the confidentiality provision of the contract. As soon as you notify us in
writing of your consent, we can proceed with resolving this matter out in the open, and for all the
world to see.

Finally, in light of what you have publicly claimed to be your mission to protect the Academy,
including your stated desire to avoid unnecessary legal expense for this non-profit corporation, I
trust that you will not impose upon the Academy and its members costly and meritless challenges to
the arbitration agreement you agreed to a mere nine months ago.

Sincerely,

Harvey Mason Jr. ,

Signed on behalf of the Members of the Executive Committee of the Board of Trustees
of the National Academy of Recording Arts & Sciences, Inc.

Executive Committee Members

Harvey Mason Jr., Trustee, Chair of the Board of Trustees
Tammy Hurt, Trustee, Vice Chair of the Board of Trustees
Christine Albert, Trustee, Chair Emeritus of the Board of Trustees
Terry Hemmings, Trustee, Secretary/Treasurer of the Board of Trustees
John Burk, Trustee
George Flanigen, Trustee
Leslie Ann Jones, Trustee
Terry Jones, Trustee