2020-04-09 (Filed) Paradigm Notice and Motion To Compel Arbitration

Electronically FILED by Superior Court of California, County of Los Angeles on 04/09/2020 08:59 AM Sherri R.
Carter, Executive Officer/Clerk of Court, by K. Hung,Deputy Clerk
1 KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

DALE F. KINSELLA (SBN 063370)
2 dkinsella@kwikalaw.com
SUANN C. MACISAAC (SBN 205659)
3 smacisaac@kwikalaw.com
AMBER MELIUS (SBN 227853)
4 amelius@kwikalaw.com
ZACHARY T. ELSEA (SBN 279252)
5 zelsea@kwikalaw.com
808 Wilshire Boulevard, 3rd Floor
6 Santa Monica, California 90401
Telephone: 310.566.9800
7 Facsimile: 310.566.9850
8 Attorneys for Defendant Paradigm Talent

Agency, LLC
9
KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP
10 SUPERIOR COURT OF THE STATE OF CALIFORNIA
11 COUNTY OF LOS ANGELES, CENTRAL DISTRICT

808 WILSHIRE BOULEVARD, 3RD FLOOR
TEL 310.566.9800 • FAX 310.566.9850

SANTA MONICA, CALIFORNIA 90401
12
13 DEBBEE KLEIN, an individual, Case No. 20STCV12920

ca
14 Plaintiff, Assigned to Hon. Gregory Alarcon – Dept. 36
15 vs. NOTICE OF MOTION AND MOTION OF

PARADIGM TALENT AGENCY, LLC TO
16 PARADIGM TALENT AGENCY, LLC, a COMPEL ARBITRATION AND STAY
Delaware limited liability company; and ACTION; MEMORANDUM OF POINTS
17 DOES 1 through 20 inclusive, AND AUTHORITIES AND
DECLARATIONS OF CRAIG WAGNER
18 Defendants. AND SUANN MACISAAC IN SUPPORT
THEREOF
19
RESERVATION NO. 050877537565
20
Date: July 7, 2020
21 Time: 8:30 a.m.
Dept.: 36
22
Action Filed: April 1, 2020
23 Trial Date: None Set
24 / / /
25 / / /
26 / / /
27 / / /
28 / / /
689495
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 TO THE COURT, PLAINTIFF AND HER COUNSEL OF RECORD:
2 PLEASE TAKE NOTICE THAT on July 7, 2020, at 8:30 a.m., or as soon thereafter as
3 counsel may be heard, in Department 36 of the above-captioned Court, located at 111 North Hill
4 Street, Los Angeles, CA 90012, Defendant Paradigm Talent Agency, LLC (“Paradigm”) will and
5 hereby does move this Court to compel Plaintiff to arbitrate her claims in this action pursuant to
6 the parties express written agreements to arbitrate, and to stay the case.
7 This Motion is made upon the ground that Plaintiff entered into at least two broad
8 arbitration clauses requiring her to arbitrate all the claims in her complaint under Cal. Code of
9 Civil Procedure § 1281.2, and 9 U.S.C. § 3 and 4. Additionally, under Cal. Code of Civil
10 Procedure § 1284.1, the case must be stayed pending the hearing and decision on this Motion.
11 This Motion is based on this Notice of Motion, the attached Memorandum of Points and
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12 Authorities, and the Declarations of Craig Wagner and Suann MacIsaac, all of the pleadings, files,
13 and records in this proceeding, all other matters of which the Court may take judicial notice, and
14 any argument or evidence that may be presented to or considered by the Court prior to its ruling.
15
16 DATED: April 8, 2020 KINSELLA WEITZMAN ISER

KUMP & ALDISERT LLP
17
18
19 By: /s/ Dale F. Kinsella

Dale F. Kinsella
20 Suann C. MacIsaac
Attorneys for Defendant Paradigm Talent
21 Agency, LLC
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689495
1 TABLE OF CONTENTS
Page
2
3 MEMORANDUM OF POINTS AND AUTHORITIES ...................................................................4
4 I. INTRODUCTION ..................................................................................................................6
5 II. RELEVANT BACKGROUND..............................................................................................9
6 A. The Parties. .................................................................................................................9
7 B. Klein’s Difficult History At Paradigm. ......................................................................9
8 C. Klein Repeatedly Agrees To Arbitrate All Disputes Related To Her

Employment With Paradigm, And Any Termination Of That Employment. ..........10
9
D. Klein Twice Acknowledges That Unless She Has A Signed Written
10 Employment Agreement With Paradigm, She Is An ‘At-Will’ Employee. .............11
11 E. In The Midst Of The Coronavirus Pandemic, Paradigm Temporarily

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Suspends The Negotiations Over Klein’s New Employment Agreement. ..............12

12
F. Klein Files A Vicious Complaint Against Paradigm Filled With Blatant
13 Lies. ..........................................................................................................................12
14 III. THE COURT SHOULD GRANT PARADIGM’S MOTION TO COMPEL KLEIN

TO ARBITRATE ALL OF HER CLAIMS .........................................................................13
15
A. An Arbitrator Must Decide The Issue Of Arbitrability In The First Instance..........13
16
1. Parties May Agree To Have An Arbitrator Decide Arbitrability. ................13
17
2. The Arbitration Clauses Here Incorporate Arbitration Rules That
18 Give The Arbitrator The Power to Decide Arbitrability Issues. ..................14
19 B. Klein’s Claims Are All Clearly Subject To Binding Arbitration. ............................16
20 1. California’s Public Policy Strongly Favors Arbitration. ..............................16
21 2. Klein’s Claims Clearly Fall Within The Very Broad Arbitration

Agreements She Signed. ..............................................................................18
22
C. This Case Should Be Stayed Pending Resolution Of This Motion. .........................19
23
IV. CONCLUSION ....................................................................................................................20
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689495 3
1 TABLE OF AUTHORITIES
2
Cases
3
Aanderud v. Superior Court
4 (2017) 13 Cal.App.5th 880 .......................................................................................... 14, 16, 17
5 AT&T Tech., Inc. v. Communications Workers of America
6 (1986) 475 U.S. 643 ................................................................................................................ 17
7 Brennan v. Opus Bank

(9th Cir. 2015) 796 F.3d 1125 ................................................................................................. 14
8
Cape Flattery Ltd. v. Titan Maritime, LLC
9 (9th Cir. 2011) 647 F.3d 914 ................................................................................................... 17
10 Diaz v. Sohnen Enterprises

(2019) 34 Cal. App. 5th 126 .................................................................................................... 17
11
TEL 310.566.9800 • FAX 310.566.9850

12 Dream Theater, Inc. v. Dream Theatre

(2004) 124 Cal.App.4th 547 .............................................................................................. 14, 15
13
Drews Distributing, Inc. v. Silicon Gaming., Inc.
14 (4th Cir. 2001) 245 F.3d 347 ................................................................................................... 17
15 Ericksen, Arbuthnot, McCarthy, Kearney & Walsh, Inc. v. 100 Oak St.
(1983) 35 Cal.3d 312 ......................................................................................................... 16, 17
16
17 Giuliano v. Inland Empire Personnel, Inc.

(2007) 149 Cal.App.4th 1276 .................................................................................................. 17
18
Greenspan v. LADT, LLC
19 (2010) 185 Cal.App.4th 1413 ............................................................................................ 15, 16
20 Harris v. TAP Worldwide, LLC

(2016) 248 Cal. App. 4th 373 .................................................................................................. 17
21
Henry Schein, Inc. v. Archer & White Sales, Inc.
22
(2019) 139 S.Ct. 524 ......................................................................................................... 14, 16
23
Maggio v. Winward Capital Mgt. Co.
24 (2000) 80 Cal.App.4th 1210 .................................................................................................... 17
25 Rodrigues v. American Tech., Inc.

(2006) 136 Cal.App.4th 1110 .................................................................................................. 14
26
Twentieth Century Fox Film Corp. v. Superior Court
27 (2000) 79 Cal.App.4th 188 ...................................................................................................... 19
28
689495 4
1 Statutes
2 Cal. Code of Civ. Pro.

§ 1281.2 ....................................................................................................................... 16, 17, 19
3
Labor Code
4
§ 203 ........................................................................................................................................ 12
5 § 1102.5 ............................................................................................................................. 12, 19
6 Other Authorities
7 Employment Arbitration Rules and Mediation Procedures of the American

Arbitration Association ............................................................................................... 10, 11, 15
8
JAMS Employment Arbitration Rules and Procedures........................................................... 15, 16
9
10
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TEL 310.566.9800 • FAX 310.566.9850

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689495 5
1 MEMORANDUM OF POINTS AND AUTHORITIES
2 I. INTRODUCTION
3 Defendant Paradigm Talent Agency, LLC (“Defendant” or “Paradigm”) hereby moves to
4 compel Plaintiff Debbee Klein (“Plaintiff” or “Klein”) to arbitrate her claims against Paradigm,
5 and to stay the case pending resolution of the motion (the “Motion”). As demonstrated herein,
6 under well-established law, Klein’s baseless claims must be arbitrated.
7 In what can only be described as an extraordinary sense of entitlement and arrogance,
8 Klein is outraged that Paradigm had the audacity to suspend the negotiations over her multi-
9 million dollar employment contract in the midst of a worldwide pandemic. Paradigm intended to
10 resume the negotiations when business returned to normal, and/or it had some realistic sense of its
11 potential exposure. Although Paradigm hoped that Klein would remain loyal to the agency in
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12 difficult times, it understood that it was taking a risk that she would seek new employment.
13 However, Paradigm could never have anticipated that Klein would respond by filing such
14 a vicious and incendiary complaint replete with outright lies. Instead of accepting that after years
15 of continuous employment, Paradigm had to make tough, and hopefully temporary, employment
16 decisions, Klein responded with an Uzi-like complaint only notable for its mendacity. To say that
17 Klein has stabbed her former mentor, boss, and friend of 23 years, Sam Gores, in the back is an
18 understatement of epic proportions. Remarkably, Klein has the lack of self-awareness to accuse
19 Gores in the complaint of being someone who “cannot be trusted.” As now should be evident to
20 all of Hollywood, Klein gives new meaning to the word untrustworthy.
21 Attached hereto as Exhibit “A” is a declaration from Gores’ former, long-term assistant
22 who is referenced in paragraph 16 of the complaint.1 This former Paradigm employee—who
23 reached out for Gores on her own after the complaint was filed—is “outraged” by Klein’s
24 “blatant lies.” She has confirmed under oath that she never had a conversation with Klein
25
1
Klein also blatantly lied regarding her allegation in paragraph 17 of the complaint, that
26 Gores was somehow going to defraud Paradigm’s bank by deferring $500,000 of Klein’s
prospective compensation. This allegation is nonsense. Paradigm has always been fully
27
transparent with its lenders. Moreover, the idea that $500,000 in Klein’s salary alone would have
28 made any meaningful difference to Paradigm’s lenders is implausible to say the least.
689495 6
1 regarding Gores’ supposed procurement of prostitutes, or his alleged misuse of company funds to
2 pay for them. She also confirmed that Gores never asked her to procure a prostitute for himself or
3 anyone else, let alone to have Paradigm pay for it. Klein’s headline seeking allegations of
4 supposedly illegal conduct are pure fabrication designed to humiliate Gores and Paradigm and
5 extort a lucrative settlement.
6 Despite her self-aggrandizing and delusional allegations, Klein is also not some hero
7 fighting on behalf of all workers impacted by the pandemic. Instead, Klein is a multi-millionaire
8 Hollywood Agent—who as an agent at Paradigm made millions of dollars just last year. She has
9 more than sufficient funds to weather the coronavirus pandemic in luxury—let alone to have given
10 Paradigm a few months to resume her contract negotiations. In fact, Klein is still receiving tens of
11 thousands of dollars from Paradigm in back-end compensation. She also has brought claims that
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12 could only benefit herself. Given her obvious wealth and ability to find new employment, it is
13 shameless that Klein takes Paradigm to task in the complaint for keeping a “driver” employed
14 during the COVID-19 crisis.
15 Similarly, Klein’s flimsy allegations of sexism at Paradigm—which are so tenuous they
16 are not even alleged as part of a cause of action—are ironic to say the least. As Klein will recall,
17 she was accused by a male agent of sexual harassment, and reprimanded for similar behavior.
18 Klein’s often abusive and brazen treatment of agents she considered a threat was well-known at
19 Paradigm, and one of the many reasons that the company hesitated in accepting her ever growing
20 demands during her latest contract negotiations.2 Klein was not a victim of a sexist boy’s club.
21 She was a serial office bully that had to be reprimanded for her treatment of numerous employees.
22 Additionally, Klein’s fabricated complaint is filled with gaping inconsistencies. For
23 example, according to the complaint, Gores is supposedly using this national emergency “to
24 effectuate his long-planned, ruthless job cuts.” However, at least as it relates to Klein, her
25 employment agreement admittedly expired in December 2019. If Gores wanted to terminate her,
26
27 2
As recently as February 2020, Gores and Paradigm’s General Counsel spoke to Klein
28 because yet another agent left Paradigm citing Klein as the reason.
689495 7
1 he had every right to do so under California law. Certainly, Paradigm did not need to use the
2 “cloak of the panic and chaos surrounding COVID-19” to refuse to renew Klein’s multi-million
3 dollar contract. Moreover, if Gores was so anxious to get rid of Klein as alleged in the complaint,
4 then why would Paradigm have “orally agreed” to continue employing Klein for an additional two
5 years? Nothing about Klein’s spurious allegations make sense.3
6 Next, Klein’s non-sequitur allegations regarding United Talent Agency (“UTA”) show
7 how low Klein, and her counsel (who also represents UTA), will go. These untrue allegations
8 regarding UTA have absolutely nothing to do with Klein’s complaint. Their head-scratching
9 inclusion in the pleading demonstrates just how little Klein has to say about her own claims.
10 Finally, the fact that Klein filed her bogus claims as part a public complaint and then
11 promptly leaked it to the media, is further proof that Klein’s complaint is simply a revenge hit
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12 piece on Paradigm and Gores.4 As discussed in detail herein, Klein repeatedly agreed in writing
13 that “all claims, disputes and controversies of any kind arising out of, relating to or in any way
14 associated with [her] employment by [Paradigm] . . . or the termination of that employment, shall
15 be submitted to a confidential, final and binding arbitration . . . .” (Declaration of Craig Wagner
16 (“Wagner Decl.”), ¶¶ 2-3, Exs. “E,” “F.”) (Emphasis added.) Rather than adhere to her
17 agreements, Klein has made a mockery of the court system and used her complaint as a privileged
18 platform to defame Paradigm and Gores.
19
3
20 The idea that during negotiations over Klein’s employment agreement Paradigm entered
into a binding oral agreement to employ Klein for an additional two years, and not to terminate her
21 without cause, is absurd. Paradigm’s Executive Vice President of Business Affairs confirmed in
writing that none of the parties’ negotiations were binding until the parties signed a written
22 contract. Klein’s own lawyers—some of the most sophisticated in Hollywood—did not object,
23 and reserved all of Klein’s rights as well. Moreover, Klein twice signed an acknowledgement of
Paradigm’s employment policies where she agreed that “unless I am a party to a separate
24 Employment Agreement signed by both myself and the EVP of Business Affairs, my employment
at Paradigm is ‘at will’ and . . . the Company may terminate my employment at any time for any
25 reason, with or without cause.” (Wagner Decl., ¶¶ 4-5 Exs. “G,” “H”.) (Emphasis added.)
26 4
Unlike Klein, Paradigm is abiding by the terms of its arbitration clauses with Klein, and
contemporaneous with this Motion, is filing a JAMS arbitration demand seeking several million
27
dollars in damages against Klein for breach of the confidentiality and non-disparagement
28 provisions in her 2015 employment agreement.
689495 8
1 As explained herein, the Court should put an end to Klein’s blatant gamesmanship and
2 abuse of the court system, and grant Paradigm’s Motion to compel arbitration.
3 II. RELEVANT BACKGROUND
4 A. The Parties.
5 Paradigm is an American-based full service entertainment agency with offices in Los
6 Angeles, New York, London, Chicago, Toronto, Monterey, Nashville, Berkeley and Austin. Prior
7 to the pandemic, Paradigm had more than 200 agents representing clients in areas such as
8 television, music performances, motion picture, theatre, book publishing, digital,
9 commercial/voiceover, content finance, media rights, and brand partnerships.

10 Uber agent, Sam Gores, founded Paradigm in or about 1992, and is the company’s current
11 Chairman and Chief Executive Officer. Until a few weeks ago, Debbee Klein was a long-time
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12 Paradigm agent who had worked closely with Gores for well over two decades. Klein began
13 working at Paradigm in or about April 1997.
14 B. Klein’s Difficult History At Paradigm.
15 Klein has been employed by Paradigm, and worked with Gores for approximately 23
16 years. Admittedly, she is an effective and successful agent. Last year alone, she made millions of
17 dollars from Paradigm. The problem with Klein is that she is an abusive, brazen, and repugnant
18 person who routinely clashed5 with others at Paradigm.
19 Without revealing specific names of private individuals, Paradigm is aware of at least four
20 agents and senior agents who left the company stating that they could no longer work with Klein.
21 Additionally, in recent years, at least four other employees have complained to Paradigm’s
22 General Counsel, Head of Human Resources, and/or Gores that Klein regularly engaged in
23 “demeaning,” “belittling,” and “abusive” conduct. One of them even went so far as to accuse
24 Klein of sexual harassment, but refused to file a formal complaint for fear of retribution by Klein.
25
5
These aggressive clashes that Klein had with others at Paradigm also included Gores,
26 which makes Klein’s unsubstantiated allegations of “retaliation” even more laughable. Years ago,
in approximately the early 2000s, Klein threatened to sue Gores over a partnership dispute and
27
engaged counsel to do so. After reaching a settlement of that dispute, Paradigm continued to
28 employ Klein for more than 15 years. This is hardly the conduct of a retaliatory employer.
689495 9
1 As recently as February 2020, Gores along with Paradigm’s General Counsel again, spoke
2 to Klein regarding her abusive conduct, advising her inter alia that an important Paradigm agent
3 had just resigned citing her as the primary cause. In fact, Klein’s growing difficulty getting along
4 with other employees was one of the many reasons Paradigm hesitated in accepting Klein’s ever
5 increasing list of demands during her recent contract negotiations. Although Klein was a
6 successful agent, she is definitely not a team player or supportive colleague, and caused multiple
7 people to leave the company. As confirmed in the declaration of Gores’ longtime executive
8 assistant (who no longer works at Paradigm), Klein “was well-known as an office bully. She
9 would often engage in very aggressive and ugly battles with various agents that she perceived as a
10 threat.” (Declaration of Suann MacIsaac (“MacIsaac Decl.”), ¶2, Ex. “A,” ¶ 9.)
11 C. Klein Repeatedly Agrees To Arbitrate All Disputes Related To Her

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12 Employment With Paradigm, And Any Termination Of That Employment.
13 While employed at Paradigm, Klein agreed on multiple occasions that she would arbitrate
14 all disputes with Paradigm relating to her employment, and/or termination from employment. The
15 most recent arbitration clauses signed by Klein are contained in Paradigm’s latest employee
16 handbook, and her last written employment agreement.
17 In or about 2013, Paradigm issued a revised employee handbook, which Klein
18 acknowledged having received and read on April 16, 2013. (Wagner Decl.,¶¶ 2, 4, Exs. “E,” “G.”)
19 That employee handbook contains a broad arbitration clause, which provides in part that—
20 The Company and its employees agree that all claims, disputes and controversies
arising out of, relating to or in any way associated with any employee’s
21 employment with the Company or the termination of that employment will be
resolved through final and binding arbitration with the sole exception of: (i)
22 claims for Workers’ Compensation or Unemployment Compensation Benefits; and
(ii) to the extent required by applicable law, administrative claims before federal or
23 state administrative agencies (including, without limitation, claims before the
California Department of Fair Employment and Housing, the Equal Opportunity
24 Commission and any claims brought pursuant to the National Labor Relations Act).
(Id., ¶ 2, Ex. “E.”) (Emphasis added.)
25
This broad arbitration provision also expressly states that “Paradigm and its employees
26
further agree to arbitrate all such disputes and controversies according to the applicable
27
Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association
28
689495 10
1 (available at http://www.adr.org.)” (Id.)
2 Similarly, in January 2015, Klein entered into her last written employment agreement (the
3 “Employment Agreement”) with Paradigm for a 5-year term. (Wagner Decl., ¶ 3, Ex. “F.”)
4 Paragraph 13 of the Employment Agreement contains a broad arbitration clause, which provides in
5 relevant part that —
6 Company and Employee agree that all claims, disputes and controversies of any
kind arising out of, relating to or in any way associated with Employee’s
7 employment by Company (including Company’s affiliates, successors,
predecessors, contractors, employees and agents) or the termination of that
8 employment, shall be submitted to a confidential, final and binding arbitration
pursuant to the terms of this Agreement with the sole exception of: (i) claims for
9 workers’ compensation, disability benefits or unemployment compensation
benefits; (ii) administrative claims before the United States Equal Employment
10 Opportunity Commission or the Department of Fair Employment and Housing; (iii)

claims based on pension or welfare plan or collective bargaining agreement, the
11 terms of which may contain arbitration or other non-judicial dispute resolution
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procedure; and (iv) petitions to a court of competent jurisdiction upon the showing
12 of reasonable cause for immediate injunctive relief for unfair competition, the use
and/or unauthorized disclosure of trade secrets, or confidential information, or
13 where such temporary equitable relief would be otherwise authorized by law. (Id., ¶
13(a).) (Emphasis added.)
14
15 This broad arbitration clause also states that the arbitration proceeding will be conducted in
16 according with “the JAMS Employment Arbitration Rules and Procedures, which can be reviewed
17 at http://www.jamsadr.com/rules-employment-arbitration/.” (Id., ¶ 3, Ex. “F,” ¶ 13(b).)
18 D. Klein Twice Acknowledges That Unless She Has A Signed Written
19 Employment Agreement With Paradigm, She Is An ‘At-Will’ Employee.
20 In addition to the above, Klein also acknowledged on at least two occasions that she
21 understood that her employment at Paradigm was “at will” unless she had a signed written
22 employment agreement to the contrary. (Wagner, ¶¶ 4-5, Exs. “G,” “H.”) For example, in the 2013
23 acknowledgement of the receipt of Paradigm’s employment handbook, Klein agreed—
24 I further understand and agree that unless I am a party to a separate Employment

Agreement signed by both myself and the EVP of Business Affairs, my
25 employment at PARADIGM is ‘at will’ and that either I or the Company may
terminate my employment at any time for any reason, with or without cause. I
26 further understand (i) that only the EVP of Business Affairs has any authority to
enter into any agreement with me for employment for any specified period of time
27 or to make any agreement which is contrary to my ‘at will’ status; and (ii) that such
an agreement must be in writing signed by both me and the Executive Vice
28 President of Business Affairs.” (Id., ¶ 4, Ex. “G.”) (Emphasis added.)
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1 Similarly, and in connection with an earlier employee handbook, Klein had affirmed her
2 understanding of the same Paradigm policy. (Id., ¶ 5, Ex. “H.”)
3 E. In The Midst Of The Coronavirus Pandemic, Paradigm Temporarily
4 Suspends The Negotiations Over Klein’s New Employment Agreement.
5 Beginning months ago, Paradigm began negotiating a further employment agreement with
6 Klein. Although the term of Klein’s Employment Agreement expired on December 31, 2019, she
7 remained employed at Paradigm, and the negotiations over her renewed agreement continued.
8 Notably, in the various communications between counsel, Paradigm’s Executive Vice President of
9 Business Affairs unequivocally confirmed that none of the discussed terms would be binding until
10 a written agreement was fully executed. Klein’s own lawyers—did not object, and reserved all of
11 Klein’s rights as well. No new written employment agreement had been agreed to, finalized,
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12 and/or signed before the coronavirus pandemic hit Hollywood.
13 On or about March 12, 2020, Paradigm’s Executive Vice President of Business Affairs,
14 had an in-person discussion with Klein where he explained that given the massive interruption that
15 the coronavirus was having on Paradigm’s operations, Paradigm was not in a position to enter into
16 new employment agreements for the foreseeable future. He further explained that Paradigm would
17 renew its discussions with Klein after business returned to normal, and/or the company had a
18 greater sense of its potential exposure. The next day, Paradigm’s EVP of Business Affairs
19 confirmed this in-person conversation with Klein’s entertainment lawyer.
20 F. Klein Files A Vicious Complaint Against Paradigm Filled With Blatant Lies.
21 Needless to say, Klein did not take the news that Paradigm was temporarily suspending her
22 contract negotiations due to the pandemic well. On or about April 1, 2020, Klein filed the
23 complaint in this action against Paradigm, stating five causes of action for—(1) breach of oral
24 contract; (2) failure to pay wages due and owing and for waiting time penalties under Labor Code
25 § 203; (3) accounting; (4) breach of implied covenant of good faith and fair dealing; and (5)
26 whistleblower retaliation in violation of Labor Code § 1102.5.
27 As referenced above, the complaint is replete with knowingly false statements designed to
28 humiliate and punish Gores. Most notably, paragraph 16 of the complaint, alleges that Klein
689495 12
1 supposedly had a conversation with Gores’ “longtime executive assistant,” who was terminated
2 from Paradigm “in the first two months of 2020.” (Complaint, ¶ 16.) In that conversation, the
3 assistant supposedly revealed to Klein that Gores had “forced [her] to hire prostitutes to service
4 him and others, and that Mr. Gores had directed his executive assistant to pay for these prostitutes
5 through Paradigm’s bank account.” (Id.) Klein then further alleges that she supposedly confronted
6 Gores about this conduct, and told him that she “would have to report such violations to law
7 enforcement agencies and regulators.” (Id.)
8 However, the attached declaration of Gores’ longtime executive assistant confirms that this
9 alleged conversation never took place. After the complaint was filed, this former Paradigm
10 employee reached out to Gores because she “wanted to help set the record straight regarding this
11 fabricated conversation between [her] and Klein, which had never taken place.” (MacIsaac Decl.,
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12 Ex. “A,” ¶ 8.) She confirmed that she is “outraged” by Klein’s “blatant lies.” She also stated
13 under oath that she “never” had a conversation with Klein regarding Gores’ supposed
14 procurement of prostitutes, or his alleged misuse of company funds to pay for them. (Id., ¶ 7.) She
15 also confirmed that Gores “never asked [her] to procure a prostitute for himself or anyone else,”
16 let alone to have Paradigm pay for it. (Id.) Klein’s outrageous accusations in paragraph 16 of the
17 complaint are a complete lie.
18 III. THE COURT SHOULD GRANT PARADIGM’S MOTION TO COMPEL KLEIN
19 TO ARBITRATE ALL OF HER CLAIMS
20 This is as straightforward a Motion to compel arbitration as they come. Under well-
21 established law, the parties agreed that any issues regarding arbitrability would be decided in the
22 first instance by an arbitrator. As explained below, this clear and unmistakable agreement must be
23 enforced. Additionally, even if the Court were to decide the issue of arbitrability (which is should
24 not), it is manifestly clear that the parties agreed to arbitrate Klein’s claims.
25 A. An Arbitrator Must Decide The Issue Of Arbitrability In The First Instance.
26 1. Parties May Agree To Have An Arbitrator Decide Arbitrability.
27 Under the Federal Arbitration Act (“FAA”), which applies here, “arbitration is a matter of
28 contract, and courts must enforce arbitration contracts according to their terms.” Henry Schein,
689495 13
1 Inc. v. Archer & White Sales, Inc. (2019) 139 S.Ct. 524, 529. As the Court is likely aware, “parties
2 may agree to have an arbitrator decide not only the merits of a particular dispute but also
3 ‘gateway’ questions of ‘arbitrability’ such as . . . whether their agreement covers a particular
4 controversy.” Id. “Just as the arbitrability of the merits of the dispute depends on whether the
5 parties agreed to arbitrate that dispute, so the question who has the primary power to decide
6 arbitrability turns upon what the parties agreed about that matter.” Aanderud v. Superior Court
7 (2017) 13 Cal.App.5th 880, 891 (internal citations omitted.)
8 Even where the FAA applies to a motion to compel arbitration, the “examination of who
9 has the primary power to determine arbitrability is conducted, at least initially through the prism
10 of state law.” Id. at 892. Although there is a presumption that courts decide preliminary issues
11 regarding arbitrability, this presumption is overcome where the parties “clear[ly] and
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12 unmistakabl[y]” agreed otherwise. Id. Numerous California courts have held that an “arbitration
13 provision’s reference to, or incorporation of, arbitration rules that give the arbitrator the power or
14 responsibility to decide issues of arbitrability may constitute clear and unmistakable evidence the
15 parties intended the arbitrator to decide those issues.” Id.; see also Rodrigues v. American Tech.,
16 Inc. (2006) 136 Cal.App.4th 1110, 1123 (finding that parties’ clearly and unmistakably agreed to
17 have arbitrator decide arbitrability issues by incorporating AAA Commercial Arbitration Rules);
18 Dream Theater, Inc. v. Dream Theatre (2004) 124 Cal.App.4th 547, 557 (finding that parties’
19 agreement to arbitrate disputes under the AAA Commercial Arbitration Rules was clearly and
20 unmistakable evidence that the arbitrator would decide arbitrability questions); Brennan v. Opus
21 Bank (9th Cir. 2015) 796 F.3d 1125, 1130 (same).
22 2. The Arbitration Clauses Here Incorporate Arbitration Rules That Give
23 The Arbitrator The Power to Decide Arbitrability Issues.
24 Both the arbitration agreements at issue in this Motion expressly incorporate arbitration
25 rules that provide that an arbitrator has the power and responsibility to decide initial questions
26 concerning arbitrability. The arbitration provision in the 2013 employee handbook, which Klein
27 signed, specifically states that “Paradigm and its employees further agree to arbitrate all such
28 disputes and controversies according to the applicable Employment Arbitration Rules and
689495 14
1 Mediation Procedures of the American Arbitration Association (available at http://www.adr.org).”
2 (Wagner Decl., ¶ 2, Ex. “E.”) The applicable AAA Employment Arbitration Rules in effect in
3 April 2013—when Klein signed an acknowledgement of having received and read the handbook—
4 specifically states that “[t]he arbitrator shall have the power to rule on his or her own jurisdiction,
5 including any objections with respect to the existence, scope or validity of the arbitration
6 agreement.” (MacIsaac Decl., ¶¶ 3-4, Exs. “B,” “C,” ¶ 6(a).) As explained above, California
7 Courts have repeatedly held that the parties’ agreement to arbitrate disputes under AAA rules
8 constitutes clear and unmistakable evidence that the parties agreed to delegate arbitrability issues
9 to the arbitrator. See, e.g., Dream Theater, 124 Cal.App.4th at 557.6

10 Similarly, the Employment Agreement that Klein signed in 2015 expressly states that the
11 arbitration “will be conducted in accordance with . . . the JAMS Employment Arbitration Rules
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12 and Procedures, which can be reviewed at http://www.jamsadr.com/rules-employment-
13 arbitration/.” (Wagner Decl., ¶ 3, Ex. “F.”) The JAMS Employment Arbitration Rules that were in
14 effect as of January 1, 2015—the effective date in the Employment Agreement—provide that
15 “[j]urisdictional and arbitrability disputes, including disputes over the formation, existence,
16 validity, interpretation or scope of the agreement under which Arbitration is sought . . . shall be
17 submitted to and ruled on by the Arbitrator. Unless the relevant law requires otherwise, the
18 Arbitrator has the authority to determine jurisdiction and arbitrability issues as a preliminary
19 matter.” (MacIsaac Decl., ¶ 5, Ex. “D,” Rule 11(b).) The Court of Appeal has held that under
20 “JAMS Rules, the arbitrator, not a court, determines what issues are arbitrable.” Greenspan v.
21 LADT, LLC (2010) 185 Cal.App.4th 1413, 1435 (affirming confirmation of arbitral award because
22 “JAMS Rule 11 authorized the arbitrator to make the final decision regarding what issues were
23 arbitrable.)7
24
6
The text from the AAA Commercial Arbitration Rules that the Court relied on in Dream
25 Theater is identical to the AAA rule in the version of the AAA Employment Arbitration Rules
incorporated by the parties in this case. It provides that “the arbitrator ‘shall have the power to rule
26 on his or her own jurisdiction, including any objections with respect to the existence, scope or
27 validity of the arbitration agreement.’” Dream Theater, 124 Cal.App.4th at 550.

7
28 The parties in Greenspan incorporated the JAMS Comprehensive Rules & Procedures.
689495 15
1 Under the above cited law, the parties twice clearly and unmistakably agreed that an
2 arbitrator would decide initial questions regarding arbitrability by specifically incorporating
3 arbitration rules into their agreements which give that power to the arbitrator. Under Supreme
4 Court precedent, “if a valid agreement exists, and if the agreement delegates the arbitrability issue
5 to an arbitrator, a court may not decide the arbitrability issue.” Henry Schein, 139 S.Ct.at 530.
6 Accordingly, the Court must grant the Motion and compel Klein to submit her claims in the first
7 instance to a JAMS arbitrator to decide the initial issue of arbitrability.
8 However, as discussed below, even if the Court decides the question of arbitrability itself
9 (which it should not), it is absolutely clear that Klein’s claims must be sent to binding arbitration.
10 B. Klein’s Claims Are All Clearly Subject To Binding Arbitration.
11 1. California’s Public Policy Strongly Favors Arbitration.

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12 “California has a strong public policy in favor of arbitration and any doubts regarding the
13 arbitrability of a dispute are resolved in favor of arbitration.” Aanderud, 13 Cal.App.5th at 890
14 (internal citations omitted); see also Ericksen, Arbuthnot, McCarthy, Kearney & Walsh, Inc. v.
15 100 Oak St. (1983) 35 Cal.3d 312, 322 (recognizing that California has a “strong public policy in
16 favor of arbitration as a speedy and relatively inexpensive means of dispute resolution.”) “It is the
17 party opposing arbitration who bears the burden to show the arbitration provision cannot be
18 interpreted to cover the claims in the complaint.” Aanderud, 13 Cal.App.3d at 890.
19 Indeed, the policy mandating the enforcement of arbitration provisions is so clear in
20 California that it has been codified by the Legislature. See Cal. Code of Civ. Pro. § 1281.2. Absent
21 limited exceptions not applicable here, California Code of Civil Procedure § 1281.2 mandates that
22 “the court shall order the petitioner and the respondent to arbitrate the controversy if it determines
23
24
The text of Rule 11 under the version of those rules analyzed in Greenspan is nearly identical to
25 Rule 11 in the JAMS Employment Arbitration Rules incorporated by the parties here. Rule 11
reads: “Jurisdictional and arbitrability disputes, including disputes over the existence, validity,
26 interpretation or scope of the agreement under which Arbitration is sought, and who are proper
Parties to the Arbitration, shall be submitted to and ruled on by the Arbitrator. The Arbitrator has
27
the authority to determine jurisdiction and arbitrability issues as a preliminary matter.” Greenspan,
28 185 Cal.App.4th at 1440–41.
689495 16
1 that an agreement to arbitrate the controversy exists.” (Id.) (Emphasis added.) “[A]n arbitration
2 agreement is governed by contract law and is construed like other contracts to give effect to the
3 intention of the parties.” Aanderud, 13 Cal.App.5th at 890; see also Maggio v. Winward Capital
4 Mgt. Co. (2000) 80 Cal.App.4th 1210, 1214-15 (stating that the ordinary rules of contract
5 interpretation apply to an arbitration provision).
6 Because of the strong public policy favoring arbitration, “doubts concerning the scope of
7 arbitrable issues are to be resolved in favor of arbitration.” Ericksen, 35 Cal. 3d at 323. “A court
8 should not deny a request to arbitrate an issue unless it may be said with positive assurance that
9 the arbitration clause is not susceptible of an interpretation that covers the asserted dispute.”
10 Drews Distributing, Inc. v. Silicon Gaming., Inc. (4th Cir. 2001) 245 F.3d 347, 349-50 (internal
11 citations omitted) (emphasis added.) The presumption in favor of arbitration is “particularly

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12 applicable” as here, where the arbitration clause in question was drafted in a broad manner. AT&T
13 Tech., Inc. v. Communications Workers of America, (1986) 475 U.S. 643, 650 (emphasis added.);
14 see also Cape Flattery Ltd. v. Titan Maritime, LLC, (9th Cir. 2011) 647 F.3d 914, 922 (“When
15 parties intend to include a broad arbitration provision, they provide for arbitration ‘arising out of
16 or relating to’ the agreement”).
17 It is a well-settled under California law that arbitration clauses are enforceable in the
18 employment agreements. See Giuliano v. Inland Empire Personnel, Inc. (2007) 149 Cal.App.4th
19 1276, 1289 (“It is well established that the right to a jury trial and judicial forum can be waived in
20 an employment contract.”) Moreover, “when an employee signs an acknowledgment of receipt of
21 an employee handbook, she or he is bound by its contents. And this includes an agreement
22 to arbitrate contained within the employee handbook.” Harris v. TAP Worldwide, LLC (2016) 248
23 Cal. App. 4th 373, 385 (collecting cases). An employee’s agreement to an arbitration clause in an
24 employee handbook may be express, or, in the absence of a signed acknowledgment of receipt,
25 implied. Id. at 383-85; see also Diaz v. Sohnen Enterprises (2019) 34 Cal. App. 5th 126, 130.
26 Under the above law, and as explained in detail below, there is no question that all of
27 Klein’s claims in the complaint are subject to binding arbitration.
28
689495 17
1 2. Klein’s Claims Clearly Fall Within The Very Broad Arbitration
2 Agreements She Signed.
3 Here, Klein expressly agreed to arbitrate all of the claims contained in her complaint. As
4 discussed supra, in or about 2013, Paradigm issued a revised employee handbook, which Klein
5 acknowledged having received and read on April 16, 2013. (Wagner Decl.,¶¶ 2, 4 Exs. “E,” “G”.)
6 That employee handbook contains a broad arbitration clause, which provides in relevant part
7 that—
8 The Company and its employees agree that all claims, disputes and controversies
arising out of, relating to or in any way associated with any employee’s
9 employment with the Company or the termination of that employment will be
resolved through final and binding arbitration with the sole exception of: (i)
10 claims for Workers’ Compensation or Unemployment Compensation Benefits; and

(ii) to the extent required by applicable law, administrative claims before federal or
11 state administrative agencies (including, without limitation, claims before the
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California Department of Fair Employment and Housing, the Equal Opportunity

12 Commission and any claims brought pursuant to the National Labor Relations Act).
(Id., ¶ 2, Ex. “E.”) (Emphasis added.)
13
14 Klein confirmed this agreement when she signed the Acknowledgment of Receipt for the
15 employee handbook, expressly stating “I understand and agree that any claims related to or arising
16 out of my employment with PARADIGM are subject to arbitration pursuant to the Arbitration of
17 Disputes Section contained in this Handbook. “(Id., ¶ 4, Ex. “G.”) (Emphasis added.)
18 Similarly, in January 2015, Klein entered into her last written Employment Agreement
19 with Paradigm for a 5-year term. (Id., ¶ 3, Ex. “F.”) Paragraph 13 of the Employment Agreement
20 contains a broad arbitration clause, which provides in relevant part that —
21 Company and Employee agree that all claims, disputes and controversies of any
kind arising out of, relating to or in any way associated with Employee’s
22 employment by Company (including Company’s affiliates, successors,
predecessors, contractors, employees and agents) or the termination of that
23 employment, shall be submitted to a confidential, final and binding arbitration
pursuant to the terms of this Agreement with the sole exception of: (i) claims for
24 workers’ compensation, disability benefits or unemployment compensation
benefits; (ii) administrative claims before the United States Equal Employment
25 Opportunity Commission or the Department of Fair Employment and Housing; (iii)
claims based on pension or welfare plan or collective bargaining agreement, the
26 terms of which may contain arbitration or other non-judicial dispute resolution
procedure; and (iv) petitions to a court of competent jurisdiction upon the showing
27 of reasonable cause for immediate injunctive relief for unfair competition, the use
and/or unauthorized disclosure of trade secrets, or confidential information, or
28 where such temporary equitable relief would be otherwise authorized by law. (Id., ¶
689495 18
1 13(a).) (Emphasis added.)
2 Even the most cursory examination of the complaint establishes that all of Klein’s claims
3 are subject to the above broad arbitration clauses. The first cause of action in the complaint is for
4 breach of oral contract and alleges that Paradigm breached its oral agreement with Klein to
5 employ her for an additional two years by failing to pay her an amount in excess of $1.8 million.
6 (Complaint, ¶¶ 11-15, 19-24.) Klein’s second cause of action is for failure to timely pay wages
7 under the above oral agreement. (Id., ¶¶ 25-27.) Klein’s third cause of action for an accounting
8 relates to sums allegedly owed Plaintiff “in connection with package fees for certain television and
9 digital-screening series” under the alleged oral agreement. (Id., ¶¶ 28-32.) Klein’s fourth cause of
10 action is for breach of the implied covenant of good faith and fair dealing, which she claims was
11 breached when Paradigm failed to pay amounts that were supposedly owed under the alleged oral
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12 agreement. (Id., ¶¶ 33-36.) Finally, Klein’s fifth cause of action is for “retaliation in violation of
13 Labor Code § 1102.5,” and alleges that Paradigm fired Klein for reporting certain supposedly
14 illegal conduct to Gores. (Id., ¶¶33-26.)
15 All of these claims undisputedly are “arising out of, relating to or in any way associated
16 with [Klein’s] employment with [Paradigm] or the termination of that employment.” None of the
17 claims fall within the limited exceptions contained in the clauses. As such, under the above-cited
18 law, there is no question that Klein’s complaint is subject to arbitration.
19 C. This Case Should Be Stayed Pending Resolution Of This Motion.
20 California Code of Civil Procedure § 1281.4 provides that if a party moves to compel
21 arbitration “the court in which such action or proceeding is pending shall, upon motion of a party
22 to such action or proceeding stay the action or proceeding until the application for an order to
23 arbitrate is determined.” (Emphasis added.) Section 1281.4 is “clear and unambiguous: it
24 requires that the trial court stay an action pending before it while an application to arbitrate the
25 subject matter of the action is pending in a court of competent jurisdiction.” Twentieth Century
26 Fox Film Corp. v. Superior Court (2000) 79 Cal.App.4th 188, 192. Accordingly, because Paradigm
27 has moved to compel arbitration, the Court must stay the case pending resolution of the Motion.
28
689495 19
1 IV. CONCLUSION
2 For all of the foregoing reasons, and all of the reasons articulated in the attached
3 declarations of Craig Wagner and Suann MacIsaac, Paradigm respectfully requests that the Court
4 grant the Motion, compel Klein to arbitrate her claims and stay this case pending arbitration.
6 DATED: April 8, 2020 KINSELLA WEITZMAN ISER

KUMP & ALDISERT LLP
7
9 By: /s/ Dale F. Kinsella

Dale F. Kinsella
Attorneys for Defendant Paradigm Talent
11 Agency, LLC
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689495 20
1 DECLARATION OF SUANN C. MACISAAC
2 I, Suann C. MacIsaac, declare as follows:
3 1. I am an attorney duly admitted to practice before this Court. I am a partner with
4 Kinsella Weitzman Iser Kump & Aldisert LLP, attorneys of record for Defendant Paradigm Talent
5 Agency, LLC (“Paradigm”). I submit this declaration in support of Paradigm’s motion (“the
6 Motion”) to compel arbitration, and stay the action. If called as a witness, I could and would
7 competently testify to all the facts within my personal knowledge except where stated upon
8 information and belief.
9 2. Attached hereto as Exhibit “A” is a true and correct copy of a declaration that has
10 been signed by Sam Gores’ longtime executive assistant, who was terminated from Paradigm in
11 2020. I have redacted the name of the former employee, and obscured her signature, so as to
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12 protect her privacy. However, the declaration was fully executed, and I will bring a copy of the
13 declaration to the hearing on the Motion in the event the Court would like to review it.
14 3. Attached hereto as Exhibit “B” is a true and correct copy of the AAA Employment
15 Arbitration Rules and Mediation procedures dated June 1, 2009. These are the AAA Rules in
16 effect as of April 16, 2013, when Plaintiff Debbee Klein (“Klein” or “Plaintiff”) signed an
17 acknowledgement of having received and read Paradigm’s 2013 employee handbook. Rule 6(a) of
18 these AAA rules provides that “[t]he arbitrator shall have the power to rule on his or her own
19 jurisdiction, including any objections with respect to the existence, scope or validity of the
20 arbitration agreement.” I was able to find and download these rules from the AAA website, and
21 did so in conjunction with the filing of this declaration.
22 4. Attached hereto as Exhibit “C” is a true and correct copy of the AAA Employment
23 Arbitration Rules in effect as of May 2013. Rule 6(a) of these AAA rules is the same as Rule 6(a)
24 in the earlier version of the Rules cited above. I was able to find and download these rules from
25 the AAA website, and did so in conjunction with the filing of this declaration.
26 5. Attached hereto Exhibit “D” is a true and correct copy of the JAMS Employment
27 Arbitration Rules dated July 1, 2014, and in effect as of January 1, 2015—the effective date of
28 Klein’s 2015 written employment agreement referenced in the Motion. Rule 11(b) of these JAMS
689495 21
1 Employment Arbitration Rules provides that “[j]urisdictional and arbitrability disputes, including
2 disputes over the formation, existence, validity, interpretation or scope of the agreement under
3 which Arbitration is sought . . . shall be submitted to and ruled on by the Arbitrator. Unless the
4 relevant law requires otherwise, the Arbitrator has the authority to determine jurisdiction and
5 arbitrability issues as a preliminary matter.” I was able to find and download these rules from the
6 JAMS website, and did so in conjunction with the filing of this declaration.
7 I declare under penalty of perjury under the laws of the State of California that the
8 foregoing is true and correct.
9 Executed on this 8th day of April, 2020, at Santa Monica, California.

10
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689495 22
1 DECLARATION OF CRAIG WAGNER
3 I, Craig Wagner, declare as follows:
4 1. I am the Executive Vice President of Business Affairs at Defendant Paradigm
5 Talent Agency, LLC (“Paradigm”), a party in the above-entitled action. I have personal
6 knowledge of the facts set forth herein, which are known by me to be true and correct, and if
7 called as a witness, I could and would competently testify thereto.
8 2. Attached hereto as Exhibit “E” is a true and correct copy of Paradigm’s employee
9 handbook which was revised and distributed to employees in 2013. As can be seen at pages 38 and
10 39 of this handbook, it contains a broad arbitration clause.
11 3. Attached hereto as Exhibit “F” is excerpts of a true and correct copy of Plaintiff
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12 Debbee Klein’s (“Klein’s”) last written employment agreement with Paradigm, dated January 1,
13 2015. Paragraph 13 of this employment agreement contains a broad arbitration provision.
14 4. Attached hereto as Exhibit “G” is a true and correct copy of the Acknowledgement
15 of Receipt of Employee Handbook (the “Acknowledgement”) that Klein signed in connection with
16 Exhibit E above, dated April 16, 2013. In that Acknowledgement, Klein confirmed that she
17 “understand[s] and agree[s] that “any claims related to or arising out of my employment with
18 PARADIGM are subject to arbitration pursuant to the Arbitration of Disputes Section contained in
19 this Handbook.”
20 5. Attached hereto as Exhibit “H” is a true and correct copy of the Acknowledgement
21 of Receipt of Employee Handbook, which Klein signed in connection with a 2010 version of
22 Paradigm’s employee handbook. Both Exhibits G and H contain language whereby Klein confirms
23 her understanding that she cannot have an oral agreement with Paradigm that changes her status as
24 an “at-will” employee.
25 / / /
26 / / /
27 / / /
28 / / /
689495 23
1 I declare under penalty of perjury under the lawsof the State of California that the
2|| foregoing is true and correct.

3 Executed on this 8th day of April, 2020, at Los Angeles, California.
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689495 24
EXHIBIT A
1 DECLARATION OF
2 I, , declare as follows:
3 1. I am individual residing in Burbank, California, and a third-party in the above-
4 captioned action. I have personal knowledge of the facts set forth herein, which are known by me
5 to be true and correct, and if called as a witness, I could and would competently testify thereto.
6 2. Up until January 31, 2020, I had been employed by Defendant Paradigm Talent
7 Agency, LLC (“Paradigm”) for approximately 19 years. For the vast majority of that time (close to
8 18 years) I was Sam Gores’ (“Sam’s”) executive assistant. As Sam’s executive assistant, I worked
9 closely with him, and got to know him well. I handled all of the typical executive assistant
10 functions for Sam, including without limitation, rolling his calls, maintaining and organizing his
11 business calendar, and arranging for complex business travel. I also on various occasions assisted
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12 Sam and his family with personal matters.
13 3. In my experience working with Sam, he was a fair and honest boss. He is also a
14 very committed family man, and a good person. For example, when my father was sick, Sam went
15 out of his way to fully support me in taking off the time that I needed to be with my father. In an
16 approximately 18 year-period working with Sam, I grew to have a strong professional relationship
17 with him, and to respect him as a person of integrity.
18 4. In approximately April 2018, I became a Director of Special Services and Guest
19 Relations at Paradigm, and began reporting to the Head of Corporate Communications. At this
20 point, I no longer worked directly with Sam. In or about January 2020, I was laid off from
21 Paradigm. Although I was disappointed by my termination, I did not hold a grudge or any ill
22 feelings toward Sam or Paradigm.
23 5. On or about April 2 or 3, 2020, I became aware via news reports that Debbee Klein,
24 a former Paradigm agent, filed a complaint against Paradigm in Los Angeles County Superior
25 Court. I was able to download a copy of that complaint from the internet, which I read.
26 6. In paragraph 16 of the complaint, Ms. Klein states that she had a conversation with
27 Sam’s “longtime executive assistant,” who was terminated in the “first two months of 2020.” This
28 paragraph could only be referring to me. I’m not aware of any other “longtime” assistant to Sam
99910-00001/689557.1
1 who was terminated in 2020. Various former Paradigm employees have contacted me after the
2 complaint was filed, all assuming that the reference in paragraph 16 is to me.
3 7. After reading paragraph 16 of Klein’s complaint, I was truly outraged by the
4 blatant lies contained in that paragraph. I can recall only one telephone conversation that I had
5 with Klein after I was let go from Paradigm. During that conversation, I never told Ms. Klein that
6 Sam had engaged in any supposedly illegal activity. I also never told Ms. Klein that Sam had
7 asked me to procure prostitutes for him or anyone else, or that he used Paradigm funds to pay for
8 any prostitutes. Not only did I never have a conversation with Ms. Klein about these topics, in the
9 approximately 18 years I worked with Sam at Paradigm, he never once asked me to procure a
10 prostitute for him or anyone else.
11 8. Because I was stunned and angered by the clearly false accusations in paragraph 16
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12 of Klein’s complaint, I immediately reached out to Sam and told him that no such conversation
13 had ever taken place between me and Klein. To be clear, I reached out for Sam (not the other way
14 around), and advised him that I wanted to help set the record straight regarding this fabricated
15 conversation between me and Ms. Klein, which had never taken place.
16 9. While I worked at Paradigm, Ms. Klein was well-known as an office bully. She
17 would often engage in very aggressive and ugly battles with various agents that she perceived as a
18 threat. I was present on a number of occasion where various Paradigm employees spoke to Sam
19 regarding Ms. Klein’s unprofessional, bullying and demeaning conduct. On a number of
20 occasions, I heard Sam and others at Paradigm say that they would speak with Klein regarding her
21 conduct as it was driving a number of agents and senior agents out of the company.
22
23 I declare under penalty of perjury under the laws of the State of California that the
24 foregoing is true and correct.
25 Executed on this 4th day of April, 2020, at Burbank, California.
26
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99910-00001/689557.1 2
EXHIBIT B
Employment Arbitration Rules and Mediation PROCEDURES
Amended and Effective June 1, 2009
Table of Contents
Introduction
Role of the American Arbitration Association
Legal Basis of Employment ADR
The Fairness Issue: The Due Process Protocol
AAA’s Employment ADR Rules
AAA’s Policy on Employment ADR
Notification
Costs of Employment Arbitration
Designing an ADR Program
Alternative Dispute Resolution Options
Types of Disputes Covered
Employment Arbitration Rules and Mediation Procedures

1. Applicable Rules of Arbitration
2. Notification
3. AAA as Administrator of the Arbitration
4. Initiation of Arbitration
5. Changes of Claim
6. Jurisdiction
7. Administrative and Mediation Conferences
8. Arbitration Management Conference
9. Discovery
10. Fixing of Locale
11. Date, Time, and Place of Hearing
12. Number, Qualifications, and Appointment of Neutral Arbitrators
13. Party Appointed Arbitrators
14. Appointment of Chairperson by Party-Appointed Arbitrators or Parties
15. Disclosure
16. Disqualification of Arbitrator
17. Communication with Arbitrator
18. Vacancies
19. Representation
20. Stenographic Record
21. Interpreters
22. Attendance at Hearings
23. Confidentiality
24. Postponements
25. Oaths
26. Majority Decision
27. Dispositive Motions
28. Order of Proceedings
29. Arbitration in the Absence of a Party or Representative
30. Evidence
31. Inspection
32. Interim Measures
33. Closing of Hearing
34. Reopening of Hearing
35. Waiver of Oral Hearing
36. Waiver of Objection/Lack of Compliance with These Rules
37. Extensions of Time
38. Serving of Notice
39. The Award
40. Modification of Award
41. Release of Documents for Judicial Proceedings
42. Applications to Court
43. Administrative Fees
44. Neutral Arbitrator’s Compensation
45. Expenses
46. Deposits
47. Suspension for Non-Payment
48. Interpretation and Application of Rules
Costs of Arbitration (including AAA Administrative Fees)

For Disputes Arising Out of Employer-Promulgated Plans
Filing Fees
Hearing Fees
Postponement/Cancellation Fees
Hearing Room Rental
Abeyance Fees
Expenses
For Disputes Arising Out of Individually-Negotiated Employment Agreements and Contracts
Filing Fees and Case Service Fees

Refund Schedule
Hearing Room Rental
Abeyance Fee
Expenses
For Disputes Proceeding Under the Supplementary Rules for Class Action Arbitration
(“Supplementary Rules”)
Optional Rules for Emergency Measures of Protection

O-1. Applicability
O-2. Appointment of Emergency Arbitrator
O-3. Schedule
O-4. Interim Award
O-5. Constitution of the Panel
O-6. Security
O-7. Special Master
O-8. Costs
Employment Mediation Procedures

M-1. Agreement of Parties
M-2. Initiation of Mediation
M-3. Request for Mediation
M-4. Appointment of Mediator
M-5. Qualifications of Mediator
M-6. Vacancies
M-7. Representation
M-8. Date, Time, and Place of Mediation
M-9. Identification of Matters in Dispute
M-10. Authority of Mediator
M-11. Privacy
M-12. Confidentiality
M-13. No Stenographic Record
M-14. Termination of Mediation
M-15. Exclusion of Liability

M-16. Interpretation and Application of Rules
M-17. Expenses
Cost of Mediation
Introduction
Federal and state laws reflecting societal intolerance for certain workplace conduct, as well as
court decisions interpreting and applying those statutes, have redefined responsible corporate
practice and employee relations. Increasingly, employers and employees face workplace disputes
involving alleged wrongful termination, sexual harassment, or discrimination based on race,
color, religion, sex, national origin, age, and disability.
As courts and administrative agencies become less accessible to civil litigants, employers and
their employees now see alternative dispute resolution ("ADR") as a way to promptly and
effectively resolve workplace disputes. ADR procedures are becoming more common in
contracts of employment, personnel manuals, and employee handbooks.
Increasingly, corporations and their employees look to the American Arbitration Association as a
resource in developing prompt and effective employment procedures for employment-related
disputes. These rules have been developed for employers and employees who wish to use a
private alternative to resolve their disputes, enabling them to have complaints heard by an
impartial person with expertise in the employment field. These procedures benefit both the
employer and the individual employee by making it possible to resolve disputes without
extensive litigation.
The American Arbitration Association, founded in 1926, is a not-for-profit, public service

organization dedicated to the resolution of disputes through mediation, arbitration, elections, and
other voluntary dispute resolution procedures. Millions of workers are now covered by
employment ADR plans administered by the AAA.
In addition, the AAA provides education and training, specialized publications, and research on
all forms of dispute settlement. With 30 offices worldwide and cooperative agreements with
arbitral institutions in 63 other nations, the American Arbitration Association is the nation's
largest private provider of ADR services.
For over 80 years, the American Arbitration Association has set the standards for the
development of fair and equitable dispute resolution procedures. The development of the
Employment Arbitration Rules and Mediation Procedures, and the reconstitution of a select and
diverse roster of expert neutrals to hear and resolve disputes, are the most recent initiatives of the
Association to provide private, efficient and cost-effective procedures for out-of-court settlement
of workplace disputes.
Since 1990, Congress has twice re-affirmed the important role of ADR in the area of employment
discrimination -- in the Americans with Disabilities Act in 1990, and a year later in Section 118
of the Civil Rights Act of 1991.
The United States Supreme Court has also spoken on the importance of ADR in the employment
context. In Gilmer v. Interstate/Johnson Lane, 500 U.S. 20, 111 S.Ct. 1647 (1991), the Supreme
Court refused to invalidate Gilmer's agreement with the New York Stock Exchange that he would
arbitrate disputes with his employer (Interstate/Johnson Lane) simply because he was obliged to
sign it in order to work as a securities dealer whose trades were executed on the Exchange.
Although the Gilmer Court found that the Age Discrimination in Employment Act did not
preclude arbitration of age discrimination claims, it specifically declined to decide whether
employment arbitration agreements were "contracts of employment" excluded under the Federal
Arbitration Act. The specific issue left open by Gilmer was decided 10 years later by the United
States Supreme Court in Circuit City Stores, Inc. v. Adams, 532 U.S. 105, 121 S. Ct. 1302, 149
L. Ed. 2d 234 (2001). In Circuit City, the Supreme Court concluded that except for transportation
workers such as seamen or railroad workers, the FAA covers all contracts of employment and
that the Act may be used to compel arbitration of employment-related claims. While Circuit City
involved only state law claims, the Supreme Court had determined previously in Gilmer that
federal age discrimination claims (and presumably other federal civil rights claims) were
arbitrable under the FAA.
The Due Process Protocol for Mediation and Arbitration of Statutory Disputes Arising Out of the
Employment Relationship was developed in 1995 by a special task force composed of individuals
representing management, labor, employment, civil rights organizations, private administrative
agencies, government, and the American Arbitration Association. The Due Process Protocol,
which was endorsed by the Association in 1995, seeks to ensure fairness and equity in resolving
workplace disputes. The Due Process Protocol encourages mediation and arbitration of statutory
disputes, provided there are due process safeguards. It conveys the hope that ADR will reduce
delays caused by the huge backlog of cases pending before administrative agencies and the
courts. The Due Process Protocol "recognizes the dilemma inherent in the timing of an agreement
to mediate and/or arbitrate statutory disputes" but does not take a position on whether an
employer can require a pre-dispute, binding arbitration program as a condition of employment.
The Due Process Protocol has been endorsed by organizations representing a broad range of
constituencies. They include the American Arbitration Association, the American Bar
Association Labor and Employment Section, the American Civil Liberties Union, the Federal
Mediation and Conciliation Service, the National Academy of Arbitrators, and the National
Society of Professionals in Dispute Resolution. The National Employment Lawyers Association
has endorsed the substantive provisions of the Due Process Protocol.
It has been incorporated into the Report of the United States Secretary of Labor's Task Force in
Excellence in State and Local Government and cited with approval in numerous court opinions.
AAA's Employment ADR Rules
On June 1, 1996, the Association issued National Rules for the Resolution of Employment
Disputes (now known as the Employment Arbitration Rules and Mediation Procedures ). The
rules reflected the guidelines outlined in the Due Process Protocol and were based upon the
AAA's California Employment Dispute Resolution Rules, which were developed by a committee
of employment management and plaintiff attorneys, retired judges and arbitrators, in addition to
Association executives. The revised rules were developed for employers and employees who
wish to use a private alternative to resolve their disputes. The rules enabled parties to have
complaints heard by an impartial person of their joint selection, with expertise in the employment
field. Both employers and individual employees benefit by having experts resolve their disputes
without the costs and delay of litigation. The rules included procedures which ensure due process
in both the mediation and arbitration of employment disputes. After a year of use, the rules were
amended to address technical issues.
AAA's Policy on Employment ADR
The AAA's policy on employment ADR is guided by the state of existing law, as well as its
obligation to act in an impartial manner. In following the law, and in the interest of providing an
appropriate forum for the resolution of employment disputes, the Association administers dispute
resolution programs which meet the due process standards as outlined in its Employment
Arbitration Rules and Mediation Procedures and the Due Process Protocol. If the Association
determines that a dispute resolution program on its face substantially and materially deviates
from the minimum due process standards of the Employment Arbitration Rules and Mediation
Procedures and the Due Process Protocol, the Association may decline to administer cases under
that program. Other issues will be presented to the arbitrator for determination.
Notification
If an employer intends to utilize the dispute resolution services of the Association in an

employment ADR plan, it shall, at least 30 days prior to the planned effective date of the
program: (1) notify the Association of its intention to do so; and (2) provide the Association with
a copy of the employment dispute resolution plan. If an employer does not comply with this
requirement, the Association reserves the right to decline its administrative services. Copies of all
plans should be sent to the American Arbitration Association, 725 South Figueroa Street, Suite
2400, Los Angeles, CA 90017; FAX: 213.622.6199.
These Rules contain two separate and distinct arbitration costs sections; one for disputes arising
out of employer-promulgated plans and the other for disputes arising out of individually-
negotiated employment agreements and contracts. When the arbitration is filed, the AAA makes
an initial administrative determination as to whether the dispute arises from an employer-
promulgated plan or an individually-negotiated employment agreement or contract. This
determination is made by reviewing the documentation provided to the AAA by the parties,
including, but not limited to, the demand for arbitration, the parties' arbitration program or
agreement, and any employment agreements or contracts between the parties.
When making its determination on the applicable costs of arbitration section in a given
arbitration, the AAA's review is focused on two primary issues. The first component of the
review focuses on whether the arbitration program and/or agreement between the individual
employee and the employer is one in which it appears that the employer has drafted a
standardized arbitration clause with its employees. The second aspect of the review focuses on
the ability of the parties to negotiate the terms and conditions of the parties' agreement.
If a party disagrees with the AAA's initial determination, the parties may bring the issue to the
attention of the arbitrator for a final determination.
The guiding principle in designing a successful employment ADR system is that it must be fair in
fact and perception. The American Arbitration Association has considerable experience in
administering and assisting in the design of employment ADR plans, which gives it an informed
perspective on how to effectively design ADR systems, as well as the problems to avoid. Its
guidance to those designing employment ADR systems is summarized as follows:
» The American Arbitration Association encourages employers to consider the wide range of
legally-available options to resolve workplace disputes outside the courtroom.
»A special emphasis is placed by the Association on encouraging the development of in-house

dispute resolution procedures, such as open door policies, ombuds, peer review, and internal
mediation.
»The Association recommends an external mediation component to resolve disputes not settled
by the internal dispute resolution process.
»Programs which use arbitration as a final step may employ:
• pre-dispute, voluntary final and binding arbitration;
• pre-dispute, mandatory nonbinding arbitration;
• pre-dispute, mandatory final and binding arbitration; or
• post-dispute, voluntary final and binding arbitration.
»Although the AAA administers binding arbitration systems that have been required as a
condition of initial or continued employment, such programs must be consistent with the
Association's Employment Arbitration Rules and Mediation Procedures.
Specific guidance on the responsible development and design of employment ADR systems is
contained in the Association's publication, Resolving Employment Disputes: A Practical Guide,
which is available from the AAA's website, www.adr.org.
Open Door Policy
Employees are encouraged to meet with their immediate manager or supervisor to discuss
problems arising out of the workplace environment. In some systems, the employee is free to
approach anyone in the chain of command.
Ombuds
A neutral third party (either from within or outside the company) is designated to confidentially
investigate and propose settlement of employment complaints brought by employees.
Peer Review
A panel of employees (or employees and managers) works together to resolve employment
complaints. Peer review panel members are trained in the handling of sensitive issues.
Internal Mediation
A process for resolving disputes in which a neutral third person from within the company, trained
in mediation techniques, helps the disputing parties negotiate a mutually acceptable settlement.
Mediation is a nonbinding process in which the parties discuss their disputes with an impartial
person who assists them in reaching a settlement. The mediator may suggest ways of resolving
the dispute but may not impose a settlement on the parties.
Fact-Finding
The investigation of a complaint by an impartial third person (or team) who examines the
complaint and the facts and issues a nonbinding report. Fact-finding is particularly helpful for
allegations of sexual harassment, where a fact-finding team, composed of one male and one
female neutral, investigates the allegations and presents its findings to the employer and the
employee.
Arbitration
Arbitration is generally defined as the submission of disputes to one or more impartial persons for
final and binding determination. It can be the final step in a workplace program that includes
other dispute resolution methods. There are many possibilities for designing this final step.
They include:
» Pre-Dispute, Voluntary Final and Binding Arbitration
The parties agree in advance, on a voluntary basis, to use arbitration to resolve disputes and
they are bound by the outcome.
» Pre-Dispute, Mandatory Nonbinding Arbitration
The parties must use the arbitration process to resolve disputes, but they are not bound by the
outcome.
» Pre-Dispute, Mandatory Final and Binding Arbitration
The parties must arbitrate unresolved disputes and they are bound by the outcome.
» Post-Dispute, Voluntary Final and Binding Arbitration
The parties have the option of deciding whether to use final and binding arbitration after a
dispute arises.

The dispute resolution procedures contained in this booklet were developed for arbitration
agreements contained in employee personnel manuals, an employment application of an
individual employment agreement, other types of employment agreements, or can be used for a
specific dispute. They do not apply to disputes arising out of collective bargaining agreements or
independent contractor agreements.
Employment Arbitration
Rules and Mediation Procedures
The parties shall be deemed to have made these rules a part of their arbitration agreement
whenever they have provided for arbitration by the American Arbitration Association (hereinafter
"AAA") or under its Employment Arbitration Rules and Mediation Procedures or for arbitration
by the AAA of an employment dispute without specifying particular rules*. If a party establishes
that an adverse material inconsistency exists between the arbitration agreement and these rules,
the arbitrator shall apply these rules.
If, within 30 days after the AAA's commencement of administration, a party seeks judicial
intervention with respect to a pending arbitration and provides the AAA with documentation that
judicial intervention has been sought, the AAA will suspend administration for 60 days to permit
the party to obtain a stay of arbitration from the court.These rules, and any amendment of them,
shall apply in the form in effect at the time the demand for arbitration or submission is received
by the AAA.
* The National Rules for the Resolution of Employment Disputes have been re-named the
Employment Arbitration Rules and Mediation Procedures. Any arbitration agreements providing
for arbitration under its National Rules for the Resolution of Employment Disputes shall be
administered pursuant to these Employment Arbitration Rules and Mediation Procedures.
2. Notification
An employer intending to incorporate these rules or to refer to the dispute resolution services of
the AAA in an employment ADR plan, shall, at least 30 days prior to the planned effective date
of the program:
i. notify the Association of its intention to do so and,
ii. provide the Association with a copy of the employment dispute resolution plan.
Compliance with this requirement shall not preclude an arbitrator from entertaining challenges as
provided in Section 1. If an employer does not comply with this requirement, the Association
reserves the right to decline its administrative services.
When parties agree to arbitrate under these rules, or when they provide for arbitration by the
AAA and an arbitration is initiated under these rules, they thereby authorize the AAA to
administer the arbitration. The authority and duties of the AAA are prescribed in these rules, and
may be carried out through such of the AAA's representatives as it may direct. The AAA may, in
its discretion, assign the administration of an arbitration to any of its offices.
Arbitration shall be initiated in the following manner.

a. The parties may submit a joint request for arbitration.
b. In the absence of a joint request for arbitration:
i. The initiating party (hereinafter "Claimant[s]") shall:
1. File a written notice (hereinafter "Demand") of its intention to arbitrate at any office of the AAA, within the time
limit established by the applicable statute of limitations. Any dispute over the timeliness of the demand shall be
referred to the arbitrator. The filing shall be made in duplicate, and each copy shall include the applicable
arbitration agreement. The Demand shall set forth the names, addresses, and telephone numbers of the parties; a
brief statement of the nature of the dispute; the amount in controversy, if any; the remedy sought; and requested
hearing location.
2. Simultaneously provide a copy of the Demand to the other party (hereinafter "Respondent[s]").
3. Include with its Demand the applicable filing fee, unless the parties agree to some other method of fee
advancement.
ii. The Respondent(s) may file an Answer with the AAA within 15 days after the date of the letter from the AAA
acknowledging receipt of the Demand. The Answer shall provide the Respondent's brief response to the claim and the issues
presented. The Respondent(s) shall make its filing in duplicate with the AAA, and simultaneously shall send a copy of the
Answer to the Claimant. If no answering statement is filed within the stated time, Respondent will be deemed to deny the
claim. Failure to file an answering statement shall not operate to delay the arbitration.
iii. The Respondent(s):
1. May file a counterclaim with the AAA within 15 days after the date of the letter from the AAA acknowledging
receipt of the Demand. The filing shall be made in duplicate. The counterclaim shall set forth the nature of the
claim, the amount in controversy, if any, and the remedy sought.
2. Simultaneously shall send a copy of any counterclaim to the Claimant.
3. Shall include with its filing the applicable filing fee provided for by these rules.
iv. The Claimant may file an Answer to the counterclaim with the AAA within 15 days after the date of the letter from the
AAA acknowledging receipt of the counterclaim. The Answer shall provide Claimant's brief response to the counterclaim
and the issues presented. The Claimant shall make its filing in duplicate with the AAA, and simultaneously shall send a
copy of the Answer to the Respondent(s). If no answering statement is filed within the stated time, Claimant will be deemed
to deny the counterclaim. Failure to file an answering statement shall not operate to delay the arbitration.
c. The form of any filing in these rules shall not be subject to technical pleading requirements.
5. Changes of Claim
Before the appointment of the arbitrator, if either party desires to offer a new or different claim or
counterclaim, such party must do so in writing by filing a written statement with the AAA and
simultaneously provide a copy to the other party(s), who shall have 15 days from the date of such
transmittal within which to file an answer with the AAA. After the appointment of the arbitrator,
a party may offer a new or different claim or counterclaim only at the discretion of the arbitrator.
ix.
6. Jurisdiction
a. The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope
or validity of the arbitration agreement.
b. The arbitrator shall have the power to determine the existence or validity of a contract of which an arbitration clause forms a part. Such
an arbitration clause shall be treated as an agreement independent of the other terms of the contract. A decision by the arbitrator that the
contract is null and void shall not for that reason alone render invalid the arbitration clause.
c. A party must object to the jurisdiction of the arbitrator or to the arbitrability of a claim or counterclaim no later than the filing of the
answering statement to the claim or counterclaim that gives rise to the objection. The arbitrator may rule on such objections as a
preliminary matter or as part of the final award.
Before the appointment of the arbitrator, any party may request, or the AAA, in its discretion,
may schedule an administrative conference with a representative of the AAA and the parties
and/or their representatives. The purpose of the administrative conference is to organize and
expedite the arbitration, explore its administrative aspects, establish the most efficient means of
selecting an arbitrator, and to consider mediation as a dispute resolution option. There is no
administrative fee for this service.
At any time after the filing of the Demand, with the consent of the parties, the AAA will arrange
a mediation conference under its Mediation Procedures to facilitate settlement. The mediator
shall not be any arbitrator appointed to the case, except by mutual written agreement of the
parties. There is no administrative fee for initiating a mediation under AAA Mediation
Procedures for parties to a pending arbitration.
As promptly as practicable after the selection of the arbitrator(s), but not later than 60 days
thereafter, an arbitration management conference shall be held among the parties and/or their
attorneys or other representatives and the arbitrator(s). Unless the parties agree otherwise, the
Arbitration Management Conference will be conducted by telephone conference call rather than
in person. At the Arbitration Management Conference the matters to be considered shall include,
without limitation
i. the issues to be arbitrated;
ii. the date, time, place, and estimated duration of the hearing;
iii. the resolution of outstanding discovery issues and establishment of discovery parameters;
iv. the law, standards, rules of evidence, and burdens of proof that are to apply to the proceeding;
v. the exchange of stipulations and declarations regarding facts, exhibits, witnesses, and other issues;
vi. the names of witnesses (including expert witnesses), the scope of witness testimony, and witness exclusion;
vii. the value of bifurcating the arbitration into a liability phase and damages phase;
viii. the need for a stenographic record;

a.
ix. whether the parties will summarize their arguments orally or in writing;
x. the form of the award;
xi. any other issues relating to the subject or conduct of the arbitration;
xii. the allocation of attorney's fees and costs;
xiii. the specification of undisclosed claims;
xiv. the extent to which documentary evidence may be submitted at the hearing;
xv. the extent to which testimony may be admitted at the hearing telephonically, over the internet, by written or video-taped deposition, by
affidavit, or by any other means;
xvi. any disputes over the AAA's determination regarding whether the dispute arose from an individually-negotiated employment agreement
or contract, or from an employer-promulgated plan (see Costs of Arbitration section).
The arbitrator shall issue oral or written orders reflecting his or her decisions on the above
matters and may conduct additional conferences when the need arises.
There is no AAA administrative fee for an Arbitration Management Conference.
9. Discovery
The arbitrator shall have the authority to order such discovery, by way of deposition,
interrogatory, document production, or otherwise, as the arbitrator considers necessary to a full
and fair exploration of the issues in dispute, consistent with the expedited nature of arbitration.
The AAA does not require notice of discovery related matters and communications unless a
dispute arises. At that time, the parties should notify the AAA of the dispute so that it may be
presented to the arbitrator for determination.
10. Fixing of Locale (the city, county, state, territory, and/or country of the arbitration)
If the parties disagree as to the locale, the AAA may initially determine the place of arbitration,
subject to the power of the arbitrator(s), after their appointment to make a final determination on
the locale. All such determinations shall be made having regard for the contentions of the parties
and the circumstances of the arbitration.
11. Date, Time, and Place (the physical site of the hearing within the designated locale) of
Hearing
The arbitrator shall set the date, time, and place for each hearing. The parties shall respond to
requests for hearing dates in a timely manner, be cooperative in scheduling the earliest
practicable date, and adhere to the established hearing schedule. The AAA shall send a notice of
hearing to the parties at least 10 days in advance of the hearing date, unless otherwise agreed by
the parties.
12. Number, Qualifications, and Appointment of Neutral Arbitrators

a. If the arbitration agreement does not specify the number of arbitrators or the parties do not agree otherwise, the dispute shall be heard
and determined by one arbitrator. c.
b. Qualifications
i. Neutral arbitrators serving under these rules shall be experienced in the field of employment law.
ii. Neutral arbitrators serving under these rules shall have no personal or financial interest in the results of the proceeding in
which they are appointed and shall have no relation to the underlying dispute or to the parties or their counsel that may
create an appearance of bias.
iii. The roster of available arbitrators will be established on a non-discriminatory basis, diverse by gender, ethnicity,
background, and qualifications.
iv. The AAA may, upon request of a party within the time set to return their list or upon its own initiative, supplement the list
of proposed arbitrators in disputes arising out of individually-negotiated employment contracts with persons from the
Commercial Roster, to allow the AAA to respond to the particular need of the dispute. In multi-arbitrator disputes, at least
one of the arbitrators shall be experienced in the field of employment law.
c. If the parties have not appointed an arbitrator and have not provided any method of appointment, the arbitrator shall be appointed in the
following manner:
i. Shortly after it receives the Demand, the AAA shall send simultaneously to each party a letter containing an identical list of
names of persons chosen from the Employment Dispute Resolution Roster. The parties are encouraged to agree to an
arbitrator from the submitted list and to advise the AAA of their agreement.
ii. If the parties are unable to agree upon an arbitrator, each party to the dispute shall have 15 days from the transmittal date in
which to strike names objected to, number the remaining names in order of preference, and return the list to the AAA. If a
party does not return the list within the time specified, all persons named therein shall be deemed acceptable.
iii. From among the persons who have been approved on both lists, and in accordance with the designated order of mutual
preference, the AAA shall invite the acceptance of an arbitrator to serve. If the parties fail to agree on any of the persons
named, or if acceptable arbitrators are unable to act, or if for any other reason the appointment cannot be made from the
submitted list, the AAA shall have the power to make the appointment from among other members of the panel without the
submission of additional lists.

a. If the agreement of the parties names an arbitrator or specifies a method of appointing an arbitrator, that designation or method shall be
followed.
b. Where the parties have agreed that each party is to name one arbitrator, the arbitrators so named must meet the standards of Section R-
16 with respect to impartiality and independence unless the parties have specifically agreed pursuant to Section R-16(a) that the party-
appointed arbitrators are to be non-neutral and need not meet those standards. The notice of appointment, with the name, address, and
contact information of the arbitrator, shall be filed with the AAA by the appointing party. Upon the request of any appointing party, the
AAA shall submit a list of members of the National Roster from which the party may, if it so desires, make the appointment.
c. If the agreement specifies a period of time within which an arbitrator shall be appointed and any party fails to make the appointment
within that period, the AAA shall make the appointment.
d. If no period of time is specified in the agreement, the AAA shall notify the party to make the appointment. If within 15 days after such
notice has been sent, an arbitrator has not been appointed by a party, the AAA shall make the appointment.

a. If, pursuant to Section R-13, either the parties have directly appointed arbitrators, or the arbitrators have been appointed by the AAA,
and the parties have authorized them to appoint a chairperson within a specified time and no appointment is made within that time or
any agreed extension, the AAA may appoint the chairperson.
b. If no period of time is specified for appointment of the chairperson and the party-appointed arbitrators or the parties do not make the
appointment within 15 days from the date of the appointment of the last party-appointed arbitrator, the AAA may appoint the
chairperson.
c. If the parties have agreed that their party-appointed arbitrators shall appoint the chairperson from the National Roster, the AAA shall
furnish to the party-appointed arbitrators, in the manner provided in Section R-12, a list selected from the National Roster, and the
appointment of the chairperson shall be made as provided in that Section.
15. Disclosure
a. Any person appointed or to be appointed as an arbitrator shall disclose to the AAA any circumstance likely to give rise to justifiable
doubt as to the arbitrator's impartiality or independence, including any bias or any financial or personal interest in the result of the
arbitration or any past or present relationship with the parties or their representatives. Such obligation shall remain in effect throughout
the arbitration.
b. Upon receipt of such information from the arbitrator or another source, the AAA shall communicate the information to the parties and,
if it deems it appropriate to do so, to the arbitrator and others.
c. In order to encourage disclosure by arbitrators, disclosure of information pursuant to this Section R-15 is not to be construed as an
indication that the arbitrator considers that the disclosed circumstance is likely to affect impartiality or independence.

a. Any arbitrator shall be impartial and independent and shall perform his or her duties with diligence and in good faith, and shall be
subject to disqualification for:
i. partiality or lack of independence,
ii. inability or refusal to perform his or her duties with diligence and in good faith, and
iii. any grounds for disqualification provided by applicable law. The parties may agree in writing, however, that arbitrators
directly appointed by a party pursuant to Section R-13 shall be nonneutral, in which case such arbitrators need not be
impartial or independent and shall not be subject to disqualification for partiality or lack of independence.
b. Upon objection of a party to the continued service of an arbitrator, or on its own initiative, the AAA shall determine whether the
arbitrator should be disqualified under the grounds set out above, and shall inform the parties of its decision, which decision shall be
conclusive.

a. No party and no one acting on behalf of any party shall communicate ex parte with an arbitrator or a candidate for arbitrator concerning
the arbitration, except that a party, or someone acting on behalf of a party, may communicate ex parte with a candidate for direct
appointment pursuant to Section R-13 in order to advise the candidate of the general nature of the controversy and of the anticipated
proceedings and to discuss the candidate's qualifications, availability, or independence in relation to the parties or to discuss the
suitability of candidates for selection as a third arbitrator where the parties or party-designated arbitrators are to participate in that
selection.
b. Section R-17(a) does not apply to arbitrators directly appointed by the parties who, pursuant to Section R-16(a), the parties have agreed
in writing are non-neutral. Where the parties have so agreed under Section R-16(a), the AAA shall as an administrative practice suggest
to the parties that they agree further that Section R-17(a) should nonetheless apply prospectively.
18. Vacancies
a. If for any reason an arbitrator is unable to perform the duties of the office, the AAA may, on proof satisfactory to it, declare the office
vacant. Vacancies shall be filled in accordance with applicable provisions of these Rules.
b. In the event of a vacancy in a panel of neutral arbitrators after the hearings have commenced, the remaining arbitrator or arbitrators may
continue with the hearing and determination of the controversy, unless the parties agree otherwise.
c. In the event of the appointment of a substitute arbitrator, the panel of arbitrators shall determine in its sole discretion whether it is
necessary to repeat all or part of any prior hearings.
19. Representation
Any party may be represented by counsel or other authorized representatives. For parties without
representation, the AAA will, upon request, provide reference to institutions which might offer
assistance. A party who intends to be represented shall notify the other party and the AAA of the
name and address of the representative at least 10 days prior to the date set for the hearing or
conference at which that person is first to appear. If a representative files a Demand or an
Answer, the obligation to give notice of representative status is deemed satisfied.
Any party desiring a stenographic record shall make arrangements directly with a stenographer
and shall notify the other parties of these arrangements at least three days in advance of the
hearing. The requesting party or parties shall pay the cost of the record. If the transcriptis agreed
by the parties, or determined by the arbitrator to be the official record of the proceeding, it must
be provided to the arbitrator and made available to the other parties for inspection, at a date, time,
and place determined by the arbitrator.
21. Interpreters
Any party wishing an interpreter shall make all arrangements directly with the interpreter and
shall assume the costs of the service.
The arbitrator shall have the authority to exclude witnesses, other than a party, from the hearing
during the testimony of any other witness. The arbitrator also shall have the authority to decide
whether any person who is not a witness may attend the hearing.
23. Confidentiality
The arbitrator shall maintain the confidentiality of the arbitration and shall have the authority to
make appropriate rulings to safeguard that confidentiality, unless the parties agree otherwise or
the law provides to the contrary.
24. Postponements
The arbitrator: (1) may postpone any hearing upon the request of a party for good cause shown;
(2) must postpone any hearing upon the mutual agreement of the parties; and (3) may postpone
any hearing on his or her own initiative.
25. Oaths
Before proceeding with the first hearing, each arbitrator shall take an oath of office. The oath
shall be provided to the parties prior to the first hearing. The arbitrator may require witnesses to
testify under oath administered by any duly qualified person and, if it is required by law or
requested by any party, shall do so.
All decisions and awards of the arbitrators must be by a majority, unless the unanimous decision
of all arbitrators is expressly required by the arbitration agreement or by law.
The arbitrator may allow the filing of a dispositive motion if the arbitrator determines that the
moving party has shown substantial cause that the motion is likely to succeed and dispose of or
narrow the issues in the case.
A hearing may be opened by: (1) recording the date, time, and place of the hearing; (2) recording
the presence of the arbitrator, the parties, and their representatives, if any; and (3) receiving into
the record the Demand and the Answer, if any. The arbitrator may, at the beginning of the
hearing, ask for statements clarifying the issues involved.
The parties shall bear the same burdens of proof and burdens of producing evidence as would
apply if their claims and counterclaims had been brought in court.
Witnesses for each party shall submit to direct and cross examination.
With the exception of the rules regarding the allocation of the burdens of proof and going
forward with the evidence, the arbitrator has the authority to set the rules for the conduct of the
proceedings and shall exercise that authority to afford a full and equal opportunity to all parties to
present any evidence that the arbitrator deems material and relevant to the resolution of the
dispute. When deemed appropriate, the arbitrator may also allow for the presentation of evidence
by alternative means including web conferencing, internet communication, telephonic
conferences and means other than an in-person presentation of evidence. Such alternative means
must still afford a full and equal opportunity to all parties to present any evidence that the
arbitrator deems material and relevant to the resolution of the dispute and when involving
witnesses, provide that such witness submit to direct and cross-examination.
The arbitrator, in exercising his or her discretion, shall conduct the proceedings with a view
toward expediting the resolution of the dispute, may direct the order of proof, bifurcate
proceedings, and direct the parties to focus their presentations on issues the decision of which
could dispose of all or part of the case.
Documentary and other forms of physical evidence, when offered by either party, may be
received in evidence by the arbitrator.
The names and addresses of all witnesses and a description of the exhibits in the order received
shall be made a part of the record.
Unless the law provides to the contrary, the arbitration may proceed in the absence of any party
or representative who, after due notice, fails to be present or fails to obtain a postponement. An
award shall not be based solely on the default of a party. The arbitrator shall require the party
who is in attendance to present such evidence as the arbitrator may require for the making of the
award.
30. Evidence
The parties may offer such evidence as is relevant and material to the dispute and shall produce
such evidence as the arbitrator deems necessary to an understanding and determination of the
dispute. All evidence shall be taken in the presence of all of the arbitrators and all of the parties,
except where any party or arbitrator is absent, in default, or has waived the right to be present,
however "presence" should not be construed to mandate that the parties and arbitrators must be
physically present in the same location.
An arbitrator or other person authorized by law to subpoena witnesses or documents may do so

upon the request of any party or independently.The arbitrator shall be the judge of the relevance
and materiality of the evidence offered, and conformity to legal rules of evidence shall not be
necessary. The arbitrator may in his or her discretion direct the order of proof, bifurcate
proceedings, exclude cumulative or irrelevant testimony or other evidence, and direct the parties
to focus their presentations on issues the decision of which could dispose of all or part of the
case. All evidence shall be taken in the presence of all of the arbitrators and all of the parties,
except where any party is absent, in default, or has waived the right to be present.
If the parties agree or the arbitrator directs that documents or other evidence may be submitted to
the arbitrator after the hearing, the documents or other evidence shall be filed with the AAA for
transmission to the arbitrator, unless the parties agree to a different method of distribution. All
parties shall be afforded an opportunity toexamine such documents or other evidence and to
lodge appropriate objections, if any.
31. Inspection
Upon the request of a party, the arbitrator may make an inspection in connection with the
arbitration. The arbitrator shall set the date and time, and the AAA shall notify the parties. In the
event that one or all parties are not present during the inspection, the arbitrator shall make an oral
or written report to the parties and afford them an opportunity to comment.
At the request of any party, the arbitrator may grant any remedy or relief that would have been
available to the parties had the matter been heard in court, as stated in Rule 39(d), Award.
A request for interim measures addressed by a party to a judicial authority shall not be deemed
incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.
The arbitrator shall specifically inquire of all parties whether they have any further proofs to offer
or witnesses to be heard. Upon receiving negative replies or if satisfied that the record is
complete, the arbitrator shall declare the hearing closed.
If briefs are to be filed, the hearing shall be declared closed as of the final date set by the
arbitrator for the receipt of briefs. If documents are to be filed as provided in Rule 30 and the date
set for their receipt is later than that set for the receipt of briefs, the later date shall be the date of b.
closing the hearing. The time limit within which the arbitrator is required to make the award shall
commence to run, in the absence of other agreements by the parties, upon closing of the hearing.
The hearing may be reopened by the arbitrator upon the arbitrator's initiative, or upon application
of a party for good cause shown, at any time before the award is made. If reopening the hearing
would prevent the making of the award within
the specific time agreed on by the parties in the contract(s) out of which the controversy has
arisen, the matter may not be reopened unless the parties agree on an extension of time. When no
specific date is fixed in the contract, the arbitrator may reopen the hearing and shall have 30 days
from the closing of the reopened hearing within which to make an award.
The parties may provide, by written agreement, for the waiver of oral hearings. If the parties are
unable to agree as to the procedure, upon the appointment of the arbitrator, the arbitrator shall
specify a fair and equitable procedure.
Any party who proceeds with the arbitration after knowledge that any provision or requirement of
these rules has not been complied with, and who fails to state objections thereto in writing or in a
transcribed record, shall be deemed to have waived the right to object.
The parties may modify any period of time by mutual agreement. The AAA or the arbitrator may
for good cause extend any period of time established by these Rules, except the time for making
the award. The AAA shall notify the parties of any extension.

a. Any papers, notices, or process necessary or proper for the initiation or continuation of an arbitration under these rules, for any court
action in connection therewith, or for the entry of judgment on any award made under these rules may be served on a party by mail
addressed to the party, or its representative at the last known address or by personal service, in or outside the state where the arbitration
is to be held, provided that reasonable opportunity to be heard with regard to the dispute is or has been granted to the party.
b. The AAA, the arbitrator, and the parties may also use overnight delivery or electronic facsimile transmission (fax), to give the notices
required by these rules. Where all parties and the arbitrator agree, notices may be transmitted by electronic mail (e-mail), or other
methods of communication.
c. Unless otherwise instructed by the AAA or by the arbitrator, any documents submitted by any party to the AAA or to the arbitrator
shall simultaneously be provided to the other party or parties to the arbitration.
39. The Award

a. The award shall be made promptly by the arbitrator and, unless otherwise agreed by the parties or specified by law, no later than 30
days from the date of closing of the hearing or, if oral hearings have been waived, from the date of the AAA's transmittal of the final
statements and proofs to the arbitrator. Three additional days are provided if briefs are to be filed or other documents are to be
transmitted pursuant to Rule 30.
b. An award issued under these rules shall be publicly available, on a cost basis. The names of the parties and witnesses will not be
publicly available, unless a party expressly agrees to have its name made public in the award.
c. The award shall be in writing and shall be signed by a majority of the arbitrators and shall provide the written reasons for the award
unless the parties agree otherwise. It shall be executed in the manner required by law.
d. The arbitrator may grant any remedy or relief that would have been available to the parties had the matter been heard in court including
awards of attorney's fees and costs, in accordance with applicable law. The arbitrator shall, in the award, assess arbitration fees,
expenses, and compensation as provided in Rules 43, 44, and 45 in favor of any party and, in the event any administrative fees or
expenses are due the AAA, in favor of the AAA, subject to the provisions contained in the Costs of Arbitration section.
e. If the parties settle their dispute during the course of the arbitration and mutually request, the arbitrator may set forth the terms of the
settlement in a consent award.
f. The parties shall accept as legal delivery of the award the placing of the award or a true copy thereof in the mail, addressed to a party or
its representative at the last known address, personal service of the award, or the filing of the award in any manner that may be required
by law.
g. The arbitrator's award shall be final and binding.
Within 20 days after the transmittal of an award, any party, upon notice to the other parties, may
request the arbitrator to correct any clerical, typographical, technical, or computational errors in
the award. The arbitrator is not empowered to redetermine the merits of any claim already
decided. The other parties shall be given 10 days to respond to the request. The arbitrator shall
dispose of the request within 20 days after transmittal by the AAA to the arbitrator of the request
and any response thereto. If applicable law requires a different procedural time frame, that
procedure shall be followed.
The AAA shall, upon the written request of a party, furnish to the party, at that party's expense,
certified copies of any papers in the AAA's case file that may be required in judicial proceedings
relating to the arbitration.

a. No judicial proceeding by a party relating to the subject matter of the arbitration shall be deemed a waiver of the party's right to
arbitrate.
b. Neither the AAA nor any arbitrator in a proceeding under these rules is or shall be considered a necessary or proper party in judicial
proceedings relating to the arbitration.
c. Parties to these procedures shall be deemed to have consented that judgment upon the arbitration award may be entered in any federal
or state court having jurisdiction.
d. Parties to an arbitration under these rules shall be deemed to have consented that neither the AAA nor any arbitrator shall be liable to
any party in any action for damages or injunctive relief for any act or omission in connection with any arbitration under these rules.
As a not-for-profit organization, the AAA shall prescribe filing and other administrative fees to
compensate it for the cost of providing administrative services. The AAA administrative fee
schedule in effect at the time the demand for arbitration or submission agreement is received shall
be applicable.
AAA fees shall be paid in accordance with the Costs of Arbitration Section (see pages 45-53).
The AAA may, in the event of extreme hardship on any party, defer or reduce the administrative
fees. (To ensure that you have the most current information, see our website at www.adr.org).
44. Neutral Arbitrator's Compensation
Arbitrators shall charge a rate consistent with the arbitrator's stated rate of compensation. If there
is disagreement concerning the terms of compensation, an appropriate rate shall be established
with the arbitrator by the AAA and confirmed to the parties.
Any arrangement for the compensation of a neutral arbitrator shall be made through the AAA and
not directly between the parties and the arbitrator. Payment of the arbitrator's fees and expenses
shall be made by the AAA from the fees and moneys collected by the AAA for this purpose.
Arbitrator compensation shall be borne in accordance with the Costs of Arbitration section.
45. Expenses
Unless otherwise agreed by the parties or as provided under applicable law, the expenses of
witnesses for either side shall be borne by the party producing such witnesses.
All expenses of the arbitrator, including required travel and other expenses, and any AAA
expenses, as well as the costs relating to proof and witnesses produced at the direction of the
arbitrator shall be borne in accordance with the Costs of Arbitration section.
46. Deposits
The AAA may require deposits in advance of any hearings such sums of money as it deems
necessary to cover the expenses of the arbitration, including the arbitrator's fee, if any, and shall
render an accounting and return any unexpended balance at the conclusion of the case.
If arbitrator compensation or administrative charges have not been paid in full, the AAA may so
inform the parties in order that one of them may advance the required payment. If such payments
are not made, the arbitrator may order the suspension or termination of the proceedings. If no
arbitrator has yet been appointed, the AAA may suspend or terminate the proceedings.
The arbitrator shall interpret and apply these rules as they relate to the arbitrator's powers and
duties. When there is more than one arbitrator and a difference arises among them concerning the
meaning or application of these Rules, it shall be resolved by a majority vote. If that is not
possible, either an arbitrator or a party may refer the question to the AAA for final decision. All
other procedures shall be interpreted and applied by the AAA.
This Costs of Arbitration section contains two separate and distinct sub-sections. Initially, the
AAA shall make an administrative determination as to whether the dispute arises from an
employer-promulgated plan or an individually-negotiated employment agreement or contract.
If a party disagrees with the AAA's determination, the parties may bring the issue to the attention
of the arbitrator for a final determination. The arbitrator's determination will be made on
documents only, unless the arbitrator deems a hearing is necessary.
For Disputes Arising Out of Employer-Promulgated Plans*:
Arbitrator compensation is not included as part of the administrative fees charged by the AAA.
Arbitrator compensation is based on the most recent biography sent to the parties prior to
appointment. The employer shall pay the arbitrator's compensation unless the employee, post
dispute, voluntarily elects to pay a portion of the arbitrator's compensation. Arbitrator
compensation, expenses as defined in section (iv) below, and administrative fees are not subject
to reallocation by the arbitrator(s) except upon the arbitrator's determination that a claim or
counterclaim was filed for purposes of harassment or is patently frivolous.
*Pursuant to Section 1284.3 of the California Code of Civil Procedure, consumers with a gross
monthly income of less than 300% of the federal poverty guidelines are entitled to a waiver of
arbitration fees and costs, exclusive of arbitrator fees. This law applies to all consumer
agreements subject to the California Arbitration Act, and to all consumer arbitrations conducted
in California. Only those disputes arising out of employer promulgated plans are included in the
consumer definition. If you believe that you meet these requirements, you must submit to the
AAA a declaration under oath regarding your monthly income and the number of persons in your
household. Please contact the AAA's Western Case Management Center at 877.528.0880 if you
have any questions regarding the waiver of administrative fees. (Effective January 1, 2003.)
(i) Filing Fees
In cases before a single arbitrator, a nonrefundable filing fee capped in the amount of $150 is
payable in full by the employee when a claim is filed, unless the plan provides that the employee
pay less. A nonrefundable fee in the amount of $900 is payable in full by the employer, unless the
plan provides that the employer pay more.
In cases before three or more arbitrators, a nonrefundable filing fee capped in the amount of $150
is payable in full by the employee when a claim is filed, unless the plan provides that the
employee pay less. A nonrefundable fee in the amount of $1,775 is payable in full by the
employer, unless the plan provides that the employer pay more.
There shall be no filing fee charged for a counterclaim.
(ii) Hearing Fees
For each day of hearing held before a single arbitrator, an administrative fee of $300 is payable
by the employer.
For each day of hearing held before a multi-arbitrator panel, an administrative fee of $500 is
payable by the employer.
There is no AAA hearing fee for the initial Arbitration Management Conference.
(iii) Postponement/Cancellation Fees
A fee of $150 is payable by a party causing a postponement of any hearing scheduled before a
single arbitrator.
multi-arbitrator panel.
(iv) Hearing Room Rental
The hearing fees described above do not cover the rental of hearing rooms. The AAA maintains
hearing rooms in most offices for the convenience of the parties. Check with the administrator for
availability and rates. Hearing room rental fees will be borne by the employer.
(v) Abeyance Fee
Parties on cases held in abeyance for one year will be assessed an annual abeyance fee of $300. If
a party refuses to pay the assessed fee, the other party or parties may pay the entire fee on behalf
of all parties, otherwise the matter will be administratively closed.
(vi) Expenses
arbitrator, shall be borne by the employer.
For Disputes Arising Out of Individually-Negotiated Employment Agreements and Contracts:
The AAA's Commercial Fee Schedule, below, will apply to disputes arising out of individually-
negotiated employment agreements and contracts, even if such agreements and contracts
reference or incorporate an employer-promulgated plan.
The administrative fees of the AAA are based on the amount of the claim or counterclaim.
appointment. Unless the parties agree otherwise, arbitrator compensation, and expenses as
defined in section (vi) below, shall be borne equally by the parties and are subject to reallocation
by the arbitrator in the award.
(i) Pilot Flexible Fee Schedule
Recognizing the continued fragility of the business environment and wishing to provide cost-
saving alternatives to parties filing an arbitration case, the American Arbitration Association is
offering an optional fee payment schedule that parties may choose instead of the Standard Fee
Schedule. It is a pilot that will be available on cases filed through May 30, 2010 , a nd is intended to give parties added
(1)
flexibility in both filing and in selection of arbitrators. Please call 1-800-778-7879 or your
nearest office if you have questions.
A non-refundable Initial Filing Fee is payable in full by a filing party when a claim,
counterclaim, or additional claim is filed. Upon receipt of the Demand for Arbitration, the AAA
will promptly initiate the case and notify all parties as well as establish the due date for filing of
an Answer, which may include a Counterclaim. In order to proceed with the further
administration of the arbitration and appointment of the arbitrator(s), the appropriate, non-
refundable Proceed Fee outlined below must be paid. If a Proceed Fee is not submitted within
ninety (90) days of the filing of the Claimant's Demand for Arbitration, the Association will
administratively close the file and notify all parties. No refunds or refund schedule will apply to
the Filing or Proceed Fees once received.
Savings for Mutual Arbitrator Appointment by Parties: Proceed Fees may be reduced by fifty
(50) percent where parties mutually select and appoint their arbitrator(s) without the AAA
providing a list of arbitrators and an appointment process. Parties must provide the Case Manager
with the appropriate stipulations and information pertaining to arbitrator(s) that have been
mutually selected and have accepted their appointment(s). Forms for confirmation of arbitrators
mutually selected and appointed by the parties are available through the Case Manager or AAA
regional office.
The Flexible Fee Schedule below also may be utilized for the filing of counterclaims. However,
as with the Claimant's claim, the counterclaim will not be presented to the arbitrator until the
Proceed Fee is paid.
A Final Fee will be incurred for all claims and/or counterclaims that proceed to their first hearing.
This fee will be payable in advance when the first hearing is scheduled, but will be refunded at
the conclusion of the case if no hearings have occurred. However, if the Association is not
notified of a cancellation at least 24 hours before the time of the scheduled hearing, the Final Fee
will remain due and will not be refunded.
All fees will be billed in accordance with the following schedule:
Amount of Claim Initial Filing Proceed Fee Final Fee

Fee
Above $0 to $10,000 $300 $550* $200
Above $10,000 to $75,000 $500 $600* $300

Above $75,000 to $150,000 $500 $1,500* $750
Above $150,000 to $300,000 $500 $2,525* $1,250
Above $300,000 to $500,000 $1,000 $3,750* $1,750
Above $500,000 $1,000,000 $1,000 $5,600* $2,500
Above $1,000,000 to $5,000,000 $1,000 $7,800* $3,250
Above $5,000,000 to $10,000,000 $2,000 $9,000* $4,000
Above $10,000,000 $2,500 $11,500* plus .01% $6,000

of claim amount
over $10,000,000
up to $65,000
Non-Monetary** $1,000 $2,750* $1,250
Consent Award***
(1)
The Pilot Flexible Fee Schedule is subject to change or cancellation at any time prior to the
date of May 30, 2010.
*Where an arbitrator has been pre-selected and appointed by the parties, the Proceed Fee will be
reduced by fifty percent (50%).
**This fee is applicable only when a claim or counterclaim is not for a monetary amount. Where
a monetary claim amount is not known, parties will be required to state a range of claims or be
subject to the highest possible filing fee (see fee range for claims above $10,000,000.00).
***The AAA may assist the parties with the appointment of an arbitrator for the sole purpose of
having their Consent Award signed. For more information, please contact your local AAA office,
case management center, or our Customer Service desk at 1-800-778-7879.
All fees are subject to increase if the amount of a claim or counterclaim is modified after the
initial filing date. Fees are subject to decrease if the amount of a claim or counterclaim is
modified before the first hearing.
The minimum fees for any case having three or more arbitrators are $1,000 for the Initial Filing
Fee; $3,750 for the Proceed Fee; and $1,750 for the Final Fee.
Under the Flexible Fee Sc hedule, a party's obligation to pay the Proceed Fee shall remain in effect regardless of any agreement of
the parties to stay, postpone or otherwise modify the arbitration proceedings. P arties that, through mutual agreement, have
held their case in abeyance for one year will be assessed an annual abeyance fee of $300. If a
party refuses to pay the assessed fee, the other party or parties may pay the entire fee on behalf of
all parties, otherwise the matter will be closed.
Note: The date of receipt by the AAA of the demand/notice for arbitration will be used to
calculate the ninety(90)-day time limit for payment of the Proceed Fee.
(ii) Standard Fee Schedule and Case Service Fees
An initial filing fee is payable in full by the filing party when a claim, counterclaim, or additional
claim is filed. A case service fee will be incurred for all cases that proceed to their first hearing.
This fee will be payable in advance at the time that the first hearing is scheduled. This fee will be
refunded at the conclusion of the case if no hearings have occurred. However, if the Association
is not notified at least 24 hours before the time of the scheduled hearing, the case service fee will
remain due and will not be refunded.
These fees will be billed in accordance with the following schedule:
Amount of Claim Initial Filing Fee Case Service Fee
Above $0 to $10,000 $750 $200
Above $10,000 to $75,000 $950 $300
Above $75,000 to $150,000 $1,800 $750
Above $150,000 to $300,000 $2,750 $1,250
Above $300,000 to $500,000 $4,250 $1,750
Above $500,000 to $1,000,000 $6,000 $2,500
Above $1,000,000 to $8,000 $3,250

$5,000,000
Above $5,000,000 to $10,000 $4,000
$10,000,000
Above $10,000,000 * *
Nonmonetary Claims** $3,250 $1,250
*Contact your local AAA office for standard fees for claims in excess of $10 million.
** This fee is applicable only when a claim or counterclaim is not for a monetary amount. Where
a monetary claim amount is not known, parties will be required to state a range of claims or be
subject to the highest possible filing fee.Fee Schedule for Claims in Excess of $10 MillionThe
following is the fee schedule for use in disputes involving claims in excess of $10 million. If you
have any questions, please consult your local AAA office or case management center.
Standard Fee Schedule for Claims in Excess of $10 Million
The following is the fee schedule for use in disputes involving claims in excess of $10 million. If
you have any questions, please consult your local AAA office or case management center.
Claim Size Fee Case Service Fee
$10 million and above Base fee of $ 12,500 plus $6,000

.01% of the amount of claim
above $ 10 million.
Filing fees capped at $65,000
Fees are subject to increase if the amount of a claim or counterclaim is modified after the initial
filing date. Fees are subject to decrease if the amount of a claim or counterclaim is modified
before the first hearing.
The minimum fees for any case having three or more arbitrators are $2,750 for the filing fee, plus
a $1,250 case service fee.
(iii) Refund Schedule
The AAA offers a refund schedule on filing fees connected with the Standard Fee Schedule. For
cases with claims up to $75,000, a minimum filing fee of $300 will not be refunded. For all other
cases, a minimum fee of $500 will not be refunded. Subject to the minimum fee requirements,
refunds will be calculated as follows:
»100% of the filing fee, above the minimum fee, will be refunded if the case is settled or
withdrawn within five calendar days of filing.
»50% of the filing fee, in any case with filing fees in excess of $500, will be refunded if the case
is settled or withdrawn between six and 30 calendar days of filing. Where the filing fee is $500,
the refund will be $200.
»25% of the filing fee will be refunded if the case is settled or withdrawn between 31 and 60
calendar days of filing.
No refund will be made once an arbitrator has been appointed (this includes one arbitrator on a
three-arbitrator panel). No refunds will be granted on awarded cases.
Note: The date of receipt of the demand for arbitration with the AAA will be used to calculate
refunds of filing fees for both claims and counterclaims.
The fees described above do not cover the rental of hearing rooms. The AAA maintains hearing
rooms in most offices for the convenience of the parties. Check with the AAA for availability and
rates.
(v) Abeyance Fee
Parties on cases filed under either the Pilot Flexible Fee Schedule or the Standard Fee Schedule
that are held in abeyance for one year, will be assessed an annual abeyance fee of $300. If a party
refuses to pay the assessed fee, the other party or parties may pay the entire fee on behalf of all
parties, otherwise the matter will be administratively closed.
(vi) Expenses
arbitrator, shall be borne equally by the parties.
("Supplementary Rules"):
The AAA's Administered Fee Schedule, as listed in Section 11 of the Supplementary Rules for
Class Action Arbitration, shall apply to disputes proceeding under the Supplementary Rules.
O-1. Applicability
Where parties by special agreement or in their arbitration clause have adopted these rules for
emergency measures of protection, a party in need of emergency relief prior to the constitution of
the panel shall notify the AAA and all other parties in writing of the nature of the relief sought
and the reasons why such relief is required on an emergency basis. The application shall also set
forth the reasons why the party is entitled to such relief. Such notice may be given by facsimile
transmission, or other reliable means, but must include a statement certifying that all other parties
have been notified or an explanation of the steps taken in good faith to notify other parties.
Within one business day of receipt of notice as provided in Section O-1, the AAA shall appoint a
single emergency arbitrator from a special AAA panel of emergency arbitrators designated to rule
on emergency applications. The emergency arbitrator shall immediately disclose any
circumstance likely, on the basis of the facts disclosed in the application, to affect such
arbitrator's impartiality or independence. Any challenge to the appointment of the emergency
arbitrator must be made within one business day of the communication by the AAA to the parties
of the appointment of the emergency arbitrator and the circumstances disclosed.
O-3. Schedule
The emergency arbitrator shall as soon as possible, but in any event within two business days of
appointment, establish a schedule for consideration of the application for emergency relief. Such
schedule shall provide a reasonable opportunity to all parties to be heard, but may provide for
proceeding by telephone conference or on written submissions as alternatives to a formal hearing.
O-4. Interim Award If after consideration the emergency arbitrator is satisfied that the party
seeking the emergency relief has shown that immediate and irreparable loss or damage will result
in the absence of emergency relief, and that such party is entitled to such relief, the emergency
arbitrator may enter an interim award granting the relief and stating the reasons therefore.
Any application to modify an interim award of emergency relief must be based on changed
circumstances and may be made to the emergency arbitrator until the panel is constituted;
thereafter such a request shall be addressed to the panel. The emergency arbitrator shall have no
further power to act after the panel is constituted unless the parties agree that the emergency
arbitrator is named as a member of the panel.
O-6. Security
Any interim award of emergency relief may be conditioned on provision by the party seeking
such relief of appropriate security.
O-7. Special Master
incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. If the AAA is
directed by a judicial authority to nominate a special master to consider and report on an
application for emergency relief, the AAA shall proceed as provided in Section O-1 of this article
and the references to the emergency arbitrator shall be read to mean the special master, except
that the special master shall issue a report rather than an interim award.
O-8. Costs
The costs associated with applications for emergency relief shall be apportioned in the same
manner as set forth in the Costs of Arbitration section.
Whenever, by provision in an employment dispute resolution program, or by separate

submission, the parties have provided for mediation or conciliation of existing or future disputes
under the auspices of the American Arbitration Association (hereinafter "AAA") or under these
procedures, they shall be deemed to have made these procedures, as amended and in effect as of
the date of the submission of the dispute, a part of their agreement.
Any party to an employment dispute may initiate mediation by filing with the AAA a submission
to mediation or a written request for mediation pursuant to these procedures, together with the
applicable administrative fee.
M-3. Request for Mediation
A request for mediation shall contain a brief statement of the nature of the dispute and the names,
addresses, and telephone numbers of all parties to the dispute and those who will represent them,
if any, in the mediation. The initiating party shall simultaneously file two copies of the request
with the AAA and one copy with every other party to the dispute.
M-4. Appointment of Mediator
Upon receipt of a request for mediation, the AAA shall send simultaneously to each party to the
dispute an identical list of five (unless the AAA decides that a different number is appropriate)
names of qualified mediators. The parties are encouraged to agree to a mediator from the
submitted list and to advise the AAA of their agreement. If the parties are unable to agree upon
an mediator, each party to the dispute shall have 15 days from the transmittal date in which to
strike names objected to, number the remaining names in order of preference, and return the list
to the AAA. If a party does not return the list within the time specified, all persons named therein
shall be deemed acceptable. From among the persons who have been approved on both lists, and
in accordance with the designated order of mutual preference, the AAA shall invite the
acceptance of a mediator to serve. If the parties fail to agree on any of the persons named, or if
acceptable mediators are unable to act, or if for any other reason the appointment cannot be made
from the submitted lists, the AAA shall have the power to appoint a qualified mediator to serve.
If the agreement of the parties names a mediator or specifies a method of appointing a mediator,
that designation or method shall be followed.
M-5. Qualifications of Mediator
No person shall serve as a mediator in any dispute in which that person has any financial or
personal interest in the result of the mediation, except by the written consent of all parties. Prior
to accepting an appointment, the prospective mediator shall disclose any circumstance likely to
create a presumption of bias or prevent a prompt meeting with the parties. Upon receipt of such
information, the AAA shall either replace the mediator or immediately communicate the
information to the parties for their comments. In the event that the parties disagree as to whether
the mediator shall serve, the AAA will appoint another mediator. The AAA is authorized to
appoint another mediator if the appointed mediator is unable to serve promptly.
M-6. Vacancies
If any mediator shall become unwilling or unable to serve, the AAA will appoint another
mediator, unless the parties agree otherwise.
M-7. Representation
Any party may be represented by a person of the party's choice. The names and addresses of such
persons shall be communicated in writing to all parties and to the AAA.
M-8. Date, Time, and Place of Mediation
The mediator shall fix the date, time, and place of each mediation session. The mediation shall be
held at the appropriate regional office of the AAA, or at any other convenient location agreeable
to the mediator and the parties, as the mediator shall determine.
M-9. Identification of Matters in Dispute
At least 10 days prior to the first scheduled mediation session, each party shall provide the
mediator with a brief memorandum setting forth its position with regard to the issues that need to
be resolved. At the discretion of the mediator, such memoranda may be mutually exchanged by
the parties.
At the first session, the parties will be expected to produce all information reasonably required
for the mediator to understand the issues presented. The mediator may require any party to
supplement such information.
M-10. Authority of Mediator
The mediator does not have the authority to impose a settlement on the parties but will attempt to
help them reach a satisfactory resolution of their dispute. The mediator is authorized to conduct
joint and separate meetings with the parties and to make oral and written recommendations for
settlement. Whenever necessary, the mediator may also obtain expert advice concerning technical
aspects of the dispute, provided that the parties agree and assume the expenses of obtaining such
advice.
Arrangements for obtaining such advice shall be made by the mediator or the parties, as the
mediator shall determine.
The mediator is authorized to end the mediation whenever, in the judgment of the mediator,
further efforts at mediation would not contribute to a resolution of the dispute between the
parties.
M-11. Privacy
Mediation sessions are private. The parties and their representatives may attend mediation
sessions. Other persons may attend only with the permission of the parties and with the consent
of the mediator.
Confidential information disclosed to a mediator by the parties or by witnesses in the course of

the mediation shall not be divulged by the mediator. All records, reports, or other documents
received by a mediator while serving in that capacity shall be confidential. The mediator shall not
be compelled to divulge such records or to testify in regard to the mediation in any adversary
proceeding or judicial forum.
The parties shall maintain the confidentiality of the mediation and shall not rely on, or introduce
as evidence in any arbitral, judicial, or other proceeding:
a. views expressed or suggestions made by another party with respect to a possible settlement of the dispute;
b. admissions made by another party in the course of the mediation proceedings;
c. proposals made or views expressed by the mediator; or
d. the fact that another party had or had not indicated willingness to accept a proposal for settlement made by the mediator.
There shall be no stenographic record of the mediation process.
The mediation shall be terminated:

a. by the execution of a settlement agreement by the parties;
b. by a written declaration of the mediator to the effect that further efforts at mediation are no longer worthwhile; or
c. by a written declaration of a party or parties to the effect that the mediation proceedings are terminated.
Neither the AAA nor any mediator is a necessary party in judicial proceedings relating to the
mediation.
Neither the AAA nor any mediator shall be liable to any party for any act or omission in
connection with any mediation conducted under these procedures.
M-16. Interpretation and Application of Procedures
The mediator shall interpret and apply these procedures insofar as they relate to the mediator's
duties and responsibilities. All other procedures shall be interpreted and applied by the AAA.
M-17. Expenses
The expenses of witnesses for either side shall be paid by the party producing such witnesses. All
other expenses of the mediation, including required traveling and other expenses of the mediator
and representatives of the AAA, and the expenses of any witness and the cost of any proofs or
expert advice produced at the direct request of the mediator, shall be borne equally by the parties
unless they agree otherwise.
Cost of Mediation
There is no filing fee to initiate a mediation or a fee to request the AAA to invite parties to
mediate.
The cost of mediation is based on the hourly or daily mediation rate published on the mediator's
AAA profile. This rate covers both mediator compensation and an allocated portion for the
AAA's services. There is a four-hour or half-day minimum charge for a mediation conference.
Expenses referenced in Section M-17 may also apply.
If a matter submitted for mediation is withdrawn or cancelled or results in a settlement after the
agreement to mediate is filed but prior to the mediation conference the cost is $250 plus any
mediator time and charges incurred.
The parties will be billed equally for all costs unless they agree otherwise.
If you have questions about mediation costs or services visit our website at
www.aaamediation.com or contact your local AAA office.
© 2009 American Arbitration Association, Inc. All rights reserved. These Rules are the
copyrighted property of the American Arbitration Association (AAA) and are intended to be used
in conjunction with the AAA's administrative services. Any unauthorized use or modification of
these Rules may violate copyright laws and other applicable laws. Please contact 800.778.7879 or
websitemail@adr.org for additional information.
EXHIBIT C
Employment Arbitration Rules and Mediation Procedures
Rules Amended and Effective November 1, 2009
Fee Schedule Amended and Effective May 15, 2013
To access the AAA Employment Arbitration Rules and Mediation Procedures with the previous
versions of Fee Schedules, visit the Archived Rules area of the site -- click here.
TABLE OF CONTENTS
Introduction....................................................................................................................................5
Role of the American Arbitration Association................................................................................ 5
Legal Basis of Employment ADR...................................................................................................6
The Fairness Issue: The Due Process Protocol............................................................................ 6
AAA's Employment ADR Rules..................................................................................................... 7
AAA's Policy on Employment ADR................................................................................................7
Notification.....................................................................................................................................7
Costs of Employment Arbitration................................................................................................... 8
Designing an ADR Program.......................................................................................................... 8
Alternative Dispute Resolution Options......................................................................................... 9
Open Door Policy.......................................................................................................................9
Ombuds......................................................................................................................................9
Peer Review...............................................................................................................................9
Internal Mediation.......................................................................................................................9
Fact-Finding............................................................................................................................... 9
Arbitration...................................................................................................................................9
Types of Disputes Covered......................................................................................................... 10
Employment Arbitration............................................................................................................... 10
Rules and Mediation Procedures.............................................................................................10
1. Applicable Rules of Arbitration.............................................................................................10

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2. Notification........................................................................................................................... 11
3. AAA as Administrator of the Arbitration................................................................................11
4. Initiation of Arbitration.......................................................................................................... 11
5. Changes of Claim.................................................................................................................12
6. Jurisdiction........................................................................................................................... 12
7. Administrative and Mediation Conferences..........................................................................12
8. Arbitration Management Conference................................................................................... 13
9. Discovery............................................................................................................................. 14
10. Fixing of Locale (the city, county, state, territory, and/or country of the Arbitration).......... 14
11. Date, Time and Place (the physical site of the hearing within the designated locale) of
Hearing.....................................................................................................................................14
12. Number, Qualifications and Appointment of Neutral Arbitrators........................................ 14
13. Party Appointed Arbitrators................................................................................................15
14. Appointment of Chairperson by Party-Appointed Arbitrators or Parties.............................15
15. Disclosure.......................................................................................................................... 16
16. Disqualification of Arbitrator............................................................................................... 16
17. Communication with Arbitrator...........................................................................................17
18. Vacancies...........................................................................................................................17
19. Representation...................................................................................................................17
20. Stenographic Record......................................................................................................... 17
21. Interpreters.........................................................................................................................18
22. Attendance at Hearings......................................................................................................18
23. Confidentiality.....................................................................................................................18
24. Postponements.................................................................................................................. 18
25. Oaths..................................................................................................................................18
26. Majority Decision................................................................................................................18
27. Dispositive Motions............................................................................................................ 18
28. Order of Proceedings.........................................................................................................18
29. Arbitration in the Absence of a Party or Representative.................................................... 19
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30. Evidence............................................................................................................................ 19
31. Inspection...........................................................................................................................20
32. Interim Measures............................................................................................................... 20
33. Closing of Hearing..............................................................................................................20
34. Reopening of Hearing........................................................................................................ 20
35. Waiver of Oral Hearing.......................................................................................................20
36. Waiver of Objection/Lack of Compliance with These Rules...............................................21
37. Extensions of Time.............................................................................................................21
38. Serving of Notice................................................................................................................21
39. The Award..........................................................................................................................21
40. Modification of Award.........................................................................................................22
41. Release of Documents for Judicial Proceedings................................................................22
42. Applications to Court..........................................................................................................22
43. Administrative Fees............................................................................................................22
44. Neutral Arbitrator's Compensation..................................................................................... 23
45. Expenses........................................................................................................................... 23
47. Suspension for Non-Payment............................................................................................ 23
48. Interpretation and Application of Rules.............................................................................. 23
Costs of Arbitration (including AAA Administrative Fees)........................................................ 23
For Disputes Arising Out of Employer-Promulgated Plans*:....................................................24
(i) Filing Fees........................................................................................................................... 24
(ii) Hearing Fees.......................................................................................................................25
(iii) Postponement/Cancellation Fees...................................................................................... 25
(iv) Hearing Room Rental.........................................................................................................25
(v) Abeyance Fee.....................................................................................................................25
(vi) Expenses........................................................................................................................... 25
For Disputes Arising Out of Individually-Negotiated Employment Agreements and Contracts:

.................................................................................................................................................25
Administrative Fee Schedules (Standard and Flexible Fee).................................................... 26
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(i) Standard Fee Schedule....................................................................................................... 27
(ii) Refund Schedule for Standard Fee Schedule.....................................................................28
(iii) Flexible Fee Schedule........................................................................................................28
(iv) Hearing Room Rental.........................................................................................................30
(v) Abeyance Fee.....................................................................................................................30
(vi) Expenses........................................................................................................................... 30
("Supplementary Rules"):.........................................................................................................30
Optional Rules for Emergency Measures of Protection...............................................................31
O-1. Applicability...................................................................................................................... 31
O-2. Appointment of Emergency Arbitrator..............................................................................31
O-3. Schedule.......................................................................................................................... 31
O-4. Interim Award...................................................................................................................31
O-5. Constitution of the Panel..................................................................................................31
O-6. Security............................................................................................................................ 31
O-7. Special Master................................................................................................................. 32
O-8. Costs................................................................................................................................32
Employment Mediation Procedures.............................................................................................32
M-1. Agreement of Parties....................................................................................................... 32
M-2. Initiation of Mediation.......................................................................................................32
M-3. Fixing of Locale (the city, county, state, territory and, if applicable, country of the
mediation)................................................................................................................................ 33
M-4. Representation.................................................................................................................33
M-5. Appointment of the Mediator............................................................................................33
M-6. Mediator's Impartiality and Duty to Disclose.................................................................... 33
M-7. Vacancies........................................................................................................................ 34
M-8. Duties and Responsibilities of the Mediator.....................................................................34
M-9. Responsibilities of the Parties..........................................................................................35
M-10. Privacy........................................................................................................................... 35
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M-11. Confidentiality................................................................................................................ 35
M-12. No Stenographic Record................................................................................................35
M-13. Termination of Mediation............................................................................................... 35
M-14. Exclusion of Liability.......................................................................................................36
M-15. Interpretation and Application of Procedures.................................................................36
M-16. Deposits.........................................................................................................................36
M-17. Expenses....................................................................................................................... 36
M-18. Cost of the Mediation.....................................................................................................36
Introduction
Federal and state laws reflecting societal intolerance for certain workplace conduct, as well as
court decisions interpreting and applying those statutes, have redefined responsible corporate
practice and employee relations. Increasingly, employers and employees face workplace
disputes involving alleged wrongful termination, sexual harassment, or discrimination based on
race, color, religion, sex, national origin, age and disability.
As courts and administrative agencies become less accessible to civil litigants, employers and
their employees now see alternative dispute resolution ("ADR") as a way to promptly and
effectively resolve workplace disputes. ADR procedures are becoming more common in
contracts of employment, personnel manuals, and employee handbooks.
Increasingly, corporations and their employees look to the American Arbitration Association as a
resource in developing prompt and effective employment procedures for employment-related
disputes.
These Rules have been developed for employers and employees who wish to use a private
alternative to resolve their disputes, enabling them to have complaints heard by an impartial
person with expertise in the employment field. These procedures benefit both the employer and
the individual employee by making it possible to resolve disputes without extensive litigation.

The American Arbitration Association, founded in 1926, is a not-for-profit, public service
organization dedicated to the resolution of disputes through mediation, arbitration, elections and
other voluntary dispute resolution procedures. Millions of workers are now covered by
employment ADR plans administered by the AAA.
In addition, the AAA provides education and training, specialized publications, and research on
all forms of dispute settlement. With 30 offices worldwide and cooperative agreements with
arbitral institutions in 63 other nations, the American Arbitration Association is the nation's
largest private provider of ADR services.
For over 80 years, the American Arbitration Association has set the standards for the
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development of fair and equitable dispute resolution procedures. The development of the
Employment Arbitration Rules and Mediation Procedures and the reconstitution of a select and
diverse roster of expert neutrals to hear and resolve disputes, are the most recent initiatives of
the Association to provide private, efficient and cost-effective procedures for out-of-court
settlement of workplace disputes.

Since 1990, Congress has twice re-affirmed the important role of ADR in the area of
employment discrimination -- in the Americans with Disabilities Act in 1990, and a year later in
Section 118 of the Civil Rights Act of 1991.
The United States Supreme Court has also spoken on the importance of ADR in the
employment context. In Gilmer v. Interstate/Johnson Lane , 500 U.S. 20, 111 S.Ct. 1647 (1991),
the Supreme Court refused to invalidate Gilmer's agreement with the New York Stock Exchange
that he would arbitrate disputes with his employer (Interstate/Johnson Lane) simply because he
was obliged to sign it in order to work as a securities dealer whose trades were executed on the
Exchange. Although the Gilmer Court found that the Age Discrimination in Employment Act did
not preclude arbitration of age discrimination claims, it specifically declined to decide whether
employment arbitration agreements were "contracts of employment" excluded under the Federal
Arbitration Act.
The specific issue left open by Gilmer was decided 10 years later by the United States Supreme
Court in Circuit City Stores, Inc. v. Adams , 532 U.S. 105, 121 S. Ct. 1302, 149 L. Ed. 2d 234
(2001). In Circuit City, the Supreme Court concluded that except for transportation workers such
as seamen or railroad workers, the FAA covers all contracts of employment and that the Act
may be used to compel arbitration of employment-related claims. While Circuit City involved only
state law claims, the Supreme Court had determined previously in Gilmer that federal age
discrimination claims (and presumably other federal civil rights claims) were arbitrable under the
FAA.

The Due Process Protocol for Mediation and Arbitration of Statutory Disputes Arising Out of the
Employment Relationship was developed in 1995 by a special task force composed of
individuals representing management, labor, employment, civil rights organizations, private
administrative agencies, government, and the American Arbitration Association. The Due
Process Protocol, which was endorsed by the Association in 1995, seeks to ensure fairness and
equity in resolving workplace disputes. The Due Process Protocol encourages mediation and
arbitration of statutory disputes, provided there are due process safeguards. It conveys the hope
that ADR will reduce delays caused by the huge backlog of cases pending before administrative
agencies and the courts. The Due Process Protocol "recognizes the dilemma inherent in the
timing of an agreement to mediate and/or arbitrate statutory disputes" but does not take a
position on whether an employer can require a pre-dispute, binding arbitration program as a
condition of employment.
The Due Process Protocol has been endorsed by organizations representing a broad range of
constituencies. They include the American Arbitration Association, the American Bar Association
Labor and Employment Section, the American Civil Liberties Union, the Federal Mediation and
Conciliation Service, the National Academy of Arbitrators, and the National Society of
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Professionals in Dispute Resolution. The National Employment Lawyers Association has
endorsed the substantive provisions of the Due Process Protocol.
It has been incorporated into the Report of the United States Secretary of Labor's Task Force in
Excellence in State and Local Government and cited with approval in numerous court opinions.
AAA's Employment ADR Rules

On June 1, 1996, the Association issued National Rules for the Resolution of Employment
Disputes (now known as the Employment Arbitration Rules and Mediation Procedures ). The
rules reflected the guidelines outlined in the Due Process Protocol and were based upon the
AAA's California Employment Dispute Resolution Rules, which were developed by a committee
of employment management and plaintiff attorneys, retired judges and arbitrators, in addition to
Association executives. The revised rules were developed for employers and employees who
wish to use a private alternative to resolve their disputes. The rules enabled parties to have
complaints heard by an impartial person of their joint selection, with expertise in the employment
field. Both employers and individual employees benefit by having experts resolve their disputes
without the costs and delay of litigation. The rules included procedures which ensure due
process in both the mediation and arbitration of employment disputes. After a year of use, the
rules were amended to address technical issues.
AAA's Policy on Employment ADR

The AAA's policy on employment ADR is guided by the state of existing law, as well as its
obligation to act in an impartial manner. In following the law, and in the interest of providing an
appropriate forum for the resolution of employment disputes, the Association administers
dispute resolution programs which meet the due process standards as outlined in its
Employment Arbitration Rules and Mediation Procedures and the Due Process Protocol. If the
Association determines that a dispute resolution program on its face substantially and materially
deviates from the minimum due process standards of the Employment Arbitration Rules and
Mediation Procedures and the Due Process Protocol, the Association may decline to administer
cases under that program. Other issues will be presented to the arbitrator for determination.
Notification
If an employer intends to utilize the dispute resolution services of the Association in an
employment ADR plan, it shall, at least 30 days prior to the planned effective date of the
program: (1) notify the Association of its intention to do so; and (2) provide the Association with
a copy of the employment dispute resolution plan. If an employer does not comply with this
requirement, the Association reserves the right to decline its administrative services. Copies of
all plans should be sent to the American Arbitration Association, 725 South Figueroa Street,
Suite 2400, Los Angeles, CA 90017; FAX: 213.622.6199.

These Rules contain two separate and distinct arbitration costs sections; one for disputes arising
out of employer-promulgated plans and the other for disputes arising out of individually-
7
negotiated employment agreements and contracts. When the arbitration is filed, the AAA makes
an initial administrative determination as to whether the dispute arises from an employer-
promulgated plan or an individually-negotiated employment agreement or contract. This
determination is made by reviewing the documentation provided to the AAA by the parties,
including, but not limited to, the demand for arbitration, the parties' arbitration program or
agreement, and any employment agreements or contracts between the parties.
When making its determination on the applicable costs of arbitration section in a given
arbitration, the AAA's review is focused on two primary issues. The first component of the review
focuses on whether the arbitration program and/or agreement between the individual employee
and the employer is one in which it appears that the employer has drafted a standardized
arbitration clause with its employees. The second aspect of the review focuses on the ability of
the parties to negotiate the terms and conditions of the parties' agreement.
If a party disagrees with the AAA's initial determination, the parties may bring the issue to the
attention of the arbitrator for a final determination.

The guiding principle in designing a successful employment ADR system is that it must be fair in
fact and perception. The American Arbitration Association has considerable experience in
administering and assisting in the design of employment ADR plans, which gives it an informed
perspective on how to effectively design ADR systems, as well as the problems to avoid. Its
guidance to those designing employment ADR systems is summarized as follows:
»The American Arbitration Association encourages employers to consider the wide range of
legally-available options to resolve workplace disputes outside the courtroom.
»A special emphasis is placed by the Association on encouraging the development of in-house

dispute resolution procedures, such as open door policies, ombuds, peer review and internal
mediation.
»The Association recommends an external mediation component to resolve disputes not settled
by the internal dispute resolution process.
»Programs which use arbitration as a final step may employ:
• pre-dispute, voluntary final and binding arbitration;
• pre-dispute, mandatory nonbinding arbitration;
• pre-dispute, mandatory final and binding arbitration; or
• post-dispute, voluntary final and binding arbitration.
»Although the AAA administers binding arbitration systems that have been required as a
condition of initial or continued employment, such programs must be consistent with the
Association's Employment Arbitration Rules and Mediation Procedures.
Specific guidance on the responsible development and design of employment ADR systems is
contained in the Association's publication, Resolving Employment Disputes: A Practical Guide,
which is available from the AAA's website, www.adr.org.
8
Open Door Policy
Employees are encouraged to meet with their immediate manager or supervisor to discuss
problems arising out of the workplace environment. In some systems, the employee is free to
approach anyone in the chain of command.
Ombuds
A neutral third party (either from within or outside the company) is designated to confidentially
investigate and propose settlement of employment complaints brought by employees.
Peer Review
A panel of employees (or employees and managers) works together to resolve employment
complaints. Peer review panel members are trained in the handling of sensitive issues.
Internal Mediation
A process for resolving disputes in which a neutral third person from within the company, trained
in mediation techniques, helps the disputing parties negotiate a mutually acceptable settlement.
Mediation is a nonbinding process in which the parties discuss their disputes with an impartial
person who assists them in reaching a settlement. The mediator may suggest ways of resolving
the dispute but may not impose a settlement on the parties.
Fact-Finding
The investigation of a complaint by an impartial third person (or team) who examines the
complaint and the facts and issues a nonbinding report. Fact-finding is particularly helpful for
allegations of sexual harassment, where a fact-finding team, composed of one male and one
female neutral, investigates the allegations and presents its findings to the employer and the
employee.
Arbitration
Arbitration is generally defined as the submission of disputes to one or more impartial persons
for final and binding determination. It can be the final step in a workplace program that includes
other dispute resolution methods. There are many possibilities for designing this final step.
They include:
» Pre-Dispute, Voluntary Final and Binding Arbitration
The parties agree in advance, on a voluntary basis, to use arbitration to resolve disputes and
they are bound by the outcome.
» Pre-Dispute, Mandatory Nonbinding Arbitration
The parties must use the arbitration process to resolve disputes, but they are not bound by the
outcome.
9
» Pre-Dispute, Mandatory Final and Binding Arbitration
The parties must arbitrate unresolved disputes and they are bound by the outcome.
» Post-Dispute, Voluntary Final and Binding Arbitration
The parties have the option of deciding whether to use final and binding arbitration after a
dispute arises.

The dispute resolution procedures contained in this booklet were developed for arbitration
agreements contained in employee personnel manuals, an employment application of an
individual employment agreement, other types of employment agreements, or can be used for a
specific dispute. They do not apply to disputes arising out of collective bargaining agreements or
independent contractor agreements.
Employment Arbitration
Rules and Mediation Procedures
The parties shall be deemed to have made these rules a part of their arbitration agreement
whenever they have provided for arbitration by the American Arbitration Association (hereinafter
"AAA") or under its Employment Arbitration Rules and Mediation Procedures or for arbitration by
the AAA of an employment dispute without specifying particular rules*. If a party establishes that
an adverse material inconsistency exists between the arbitration agreement and these rules, the
arbitrator shall apply these rules.
If, within 30 days after the AAA's commencement of administration, a party seeks judicial
intervention with respect to a pending arbitration and provides the AAA with documentation that
judicial intervention has been sought, the AAA will suspend administration for 60 days to permit
the party to obtain a stay of arbitration from the court.These rules, and any amendment of them,
shall apply in the form in effect at the time the demand for arbitration or submission is received
by the AAA.
*The National Rules for the Resolution of Employment Disputes have been re-named the Employment Arbitration
Rules and Mediation Procedures. Any arbitration agreements providing for arbitration under its National Rules for the
Resolution of Employment Disputes shall be administered pursuant to these Employment Arbitration Rules and
Mediation Procedures.
2. Notification
An employer intending to incorporate these rules or to refer to the dispute resolution services of
the AAA in an employment ADR plan, shall, at least 30 days prior to the planned effective date
of the program:
i. notify the Association of its intention to do so and,
ii. provide the Association with a copy of the employment dispute resolution plan.
10
Compliance with this requirement shall not preclude an arbitrator from entertaining challenges
as provided in Section 1. If an employer does not comply with this requirement, the Association
reserves the right to decline its administrative services.

When parties agree to arbitrate under these rules, or when they provide for arbitration by the
AAA and an arbitration is initiated under these rules, they thereby authorize the AAA to
administer the arbitration. The authority and duties of the AAA are prescribed in these rules, and
may be carried out through such of the AAA's representatives as it may direct. The AAA may, in
its discretion, assign the administration of an arbitration to any of its offices.
Arbitration shall be initiated in the following manner.
a. The parties may submit a joint request for arbitration.
b. In the absence of a joint request for arbitration:
(i) The initiating party (hereinafter "Claimant[s]") shall:
(1) File a written notice (hereinafter "Demand") of its intention to arbitrate at any office of the
AAA, within the time limit established by the applicable statute of limitations. Any dispute over
the timeliness of the demand shall be referred to the arbitrator. The filing shall be made in
duplicate, and each copy shall include the applicable arbitration agreement. The Demand shall
set forth the names, addresses, and telephone numbers of the parties; a brief statement of the
nature of the dispute; the amount in controversy, if any; the remedy sought; and requested
hearing location.
(2) Simultaneously provide a copy of the Demand to the other party (hereinafter
"Respondent[s]").
(3) Include with its Demand the applicable filing fee, unless the parties agree to some other
method of fee advancement.
(ii) The Respondent(s) may file an Answer with the AAA within 15 days after the date of the
letter from the AAA acknowledging receipt of the Demand. The Answer shall provide the
Respondent's brief response to the claim and the issues presented. The Respondent(s) shall
make its filing in duplicate with the AAA, and simultaneously shall send a copy of the Answer to
the Claimant. If no answering statement is filed within the stated time, Respondent will be
deemed to deny the claim. Failure to file an answering statement shall not operate to delay the
arbitration.
(iii) The Respondent(s):
(1) May file a counterclaim with the AAA within 15 days after the date of the letter from the AAA
acknowledging receipt of the Demand. The filing shall be made in duplicate. The counterclaim
shall set forth the nature of the claim, the amount in controversy, if any, and the remedy sought.
(2) Simultaneously shall send a copy of any counterclaim to the Claimant.
11
(3) Shall include with its filing the applicable filing fee provided for by these rules.
(iv) The Claimant may file an Answer to the counterclaim with the AAA within 15 days after the
date of the letter from the AAA acknowledging receipt of the counterclaim. The Answer shall
provide Claimant's brief response to the counterclaim and the issues presented. The Claimant
shall make its filing in duplicate with the AAA, and simultaneously shall send a copy of the
Answer to the Respondent(s). If no answering statement is filed within the stated time, Claimant
will be deemed to deny the counterclaim. Failure to file an answering statement shall not operate
to delay the arbitration.
c. The form of any filing in these rules shall not be subject to technical pleading requirements.
5. Changes of Claim
Before the appointment of the arbitrator, if either party desires to offer a new or different claim or
counterclaim, such party must do so in writing by filing a written statement with the AAA and
simultaneously provide a copy to the other party(s), who shall have 15 days from the date of
such transmittal within which to file an answer with the AAA. After the appointment of the
arbitrator, a party may offer a new or different claim or counterclaim only at the discretion of the
arbitrator.
6. Jurisdiction
a. The arbitrator shall have the power to rule on his or her own jurisdiction, including any
objections with respect to the existence, scope or validity of the arbitration agreement.
b. The arbitrator shall have the power to determine the existence or validity of a contract of
which an arbitration clause forms a part. Such an arbitration clause shall be treated as
an agreement independent of the other terms of the contract. A decision by the arbitrator
that the contract is null and void shall not for that reason alone render invalid the
arbitration clause.
c. A party must object to the jurisdiction of the arbitrator or to the arbitrability of a claim or
counterclaim no later than the filing of the answering statement to the claim or
counterclaim that gives rise to the objection. The arbitrator may rule on such objections
as a preliminary matter or as part of the final award.

Before the appointment of the arbitrator, any party may request, or the AAA, in its discretion,
may schedule an administrative conference with a representative of the AAA and the parties
and/or their representatives. The purpose of the administrative conference is to organize and
expedite the arbitration, explore its administrative aspects, establish the most efficient means of
selecting an arbitrator, and to consider mediation as a dispute resolution option. There is no
administrative fee for this service.
At any time after the filing of the Demand, with the consent of the parties, the AAA will arrange a
mediation conference under its Mediation Procedures to facilitate settlement. The mediator shall
not be any arbitrator appointed to the case, except by mutual written agreement of the parties.
There is no additional filing fee for initiating a mediation under the AAA Mediation Procedures for
parties to a pending arbitration.
12
As promptly as practicable after the selection of the arbitrator(s), but not later than 60 days
thereafter, an arbitration management conference shall be held among the parties and/or their
attorneys or other representatives and the arbitrator(s). Unless the parties agree otherwise, the
Arbitration Management Conference will be conducted by telephone conference call rather than
in person. At the Arbitration Management Conference the matters to be considered shall
include, without limitation
i. the issues to be arbitrated;
ii. the date, time, place, and estimated duration of the hearing;
iii. the resolution of outstanding discovery issues and establishment of discovery

parameters;
iv. the law, standards, rules of evidence and burdens of proof that are to apply to the
proceeding;
v. the exchange of stipulations and declarations regarding facts, exhibits, witnesses, and
other issues;
vi. the names of witnesses (including expert witnesses), the scope of witness testimony,
and witness exclusion;
vii. the value of bifurcating the arbitration into a liability phase and damages phase;
viii. the need for a stenographic record;
ix. whether the parties will summarize their arguments orally or in writing;
x. the form of the award;
xi. any other issues relating to the subject or conduct of the arbitration;
xii. the allocation of attorney's fees and costs;
xiii. the specification of undisclosed claims;
xiv. the extent to which documentary evidence may be submitted at the hearing;
xv. the extent to which testimony may be admitted at the hearing telephonically, over the
internet, by written or video-taped deposition, by affidavit, or by any other means;
xvi. any disputes over the AAA's determination regarding whether the dispute arose from an
individually-negotiated employment agreement or contract, or from an employer-
promulgated plan (see Costs of Arbitration section).
The arbitrator shall issue oral or written orders reflecting his or her decisions on the above
matters and may conduct additional conferences when the need arises.
There is no AAA administrative fee for an Arbitration Management Conference.
13
9. Discovery
The arbitrator shall have the authority to order such discovery, by way of deposition,
interrogatory, document production, or otherwise, as the arbitrator considers necessary to a full
and fair exploration of the issues in dispute, consistent with the expedited nature of arbitration.
The AAA does not require notice of discovery related matters and communications unless a
dispute arises. At that time, the parties should notify the AAA of the dispute so that it may be
presented to the arbitrator for determination.
10. Fixing of Locale (the city, county, state, territory, and/or country of the
Arbitration)
If the parties disagree as to the locale, the AAA may initially determine the place of arbitration,
subject to the power of the arbitrator(s), after their appointment to make a final determination on
the locale. All such determinations shall be made having regard for the contentions of the parties
and the circumstances of the arbitration.
11. Date, Time and Place (the physical site of the hearing within the
designated locale) of Hearing
The arbitrator shall set the date, time, and place for each hearing. The parties shall respond to
requests for hearing dates in a timely manner, be cooperative in scheduling the earliest
practicable date, and adhere to the established hearing schedule. The AAA shall send a notice
of hearing to the parties at least 10 days in advance of the hearing date, unless otherwise
agreed by the parties.
12. Number, Qualifications and Appointment of Neutral Arbitrators

a. If the arbitration agreement does not specify the number of arbitrators or the parties do
not agree otherwise, the dispute shall be heard and determined by one arbitrator.
b. Qualifications
i. Neutral arbitrators serving under these rules shall be experienced in the field of
employment law.
ii. Neutral arbitrators serving under these rules shall have no personal or financial
interest in the results of the proceeding in which they are appointed and shall have
no relation to the underlying dispute or to the parties or their counsel that may create
an appearance of bias.
iii. The roster of available arbitrators will be established on a non-discriminatory basis,

diverse by gender, ethnicity, background, and qualifications.
iv. The AAA may, upon request of a party within the time set to return their list or upon
its own initiative, supplement the list of proposed arbitrators in disputes arising out of
individually-negotiated employment contracts with persons from the Commercial
Roster, to allow the AAA to respond to the particular need of the dispute. In multi-
arbitrator disputes, at least one of the arbitrators shall be experienced in the field of
employment law.
14
c. If the parties have not appointed an arbitrator and have not provided any method of
appointment, the arbitrator shall be appointed in the following manner:
i. Shortly after it receives the Demand, the AAA shall send simultaneously to each
party a letter containing an identical list of names of persons chosen from the
Employment Dispute Resolution Roster. The parties are encouraged to agree to an
arbitrator from the submitted list and to advise the AAA of their agreement.
ii. If the parties are unable to agree upon an arbitrator, each party to the dispute shall
have 15 days from the transmittal date in which to strike names objected to, number
the remaining names in order of preference, and return the list to the AAA. If a party
does not return the list within the time specified, all persons named therein shall be
deemed acceptable.
iii. From among the persons who have been approved on both lists, and in accordance
with the designated order of mutual preference, the AAA shall invite the acceptance
of an arbitrator to serve. If the parties fail to agree on any of the persons named, or if
acceptable arbitrators are unable to act, or if for any other reason the appointment
cannot be made from the submitted list, the AAA shall have the power to make the
appointment from among other members of the panel without the submission of
additional lists.

a. If the agreement of the parties names an arbitrator or specifies a method of appointing
an arbitrator, that designation or method shall be followed.
b. Where the parties have agreed that each party is to name one arbitrator, the arbitrators
so named must meet the standards of Section R-16 with respect to impartiality and
independence unless the parties have specifically agreed pursuant to Section R-16(a)
that the party-appointed arbitrators are to be non-neutral and need not meet those
standards. The notice of appointment, with the name, address, and contact information
of the arbitrator, shall be filed with the AAA by the appointing party. Upon the request of
any appointing party, the AAA shall submit a list of members of the National Roster from
which the party may, if it so desires, make the appointment.
c. If the agreement specifies a period of time within which an arbitrator shall be appointed
and any party fails to make the appointment within that period, the AAA shall make the
appointment.
d. If no period of time is specified in the agreement, the AAA shall notify the party to make
the appointment. If within 15 days after such notice has been sent, an arbitrator has not
been appointed by a party, the AAA shall make the appointment.

a. If, pursuant to Section R-13, either the parties have directly appointed arbitrators, or the
arbitrators have been appointed by the AAA, and the parties have authorized them to
appoint a chairperson within a specified time and no appointment is made within that
time or any agreed extension, the AAA may appoint the chairperson.
b. If no period of time is specified for appointment of the chairperson and the party-
15
appointed arbitrators or the parties do not make the appointment within 15 days from the
date of the appointment of the last party-appointed arbitrator, the AAA may appoint the
chairperson.
c. If the parties have agreed that their party-appointed arbitrators shall appoint the
chairperson from the National Roster, the AAA shall furnish to the party-appointed
arbitrators, in the manner provided in Section R-12, a list selected from the National
Roster, and the appointment of the chairperson shall be made as provided in that
Section.
15. Disclosure
a. Any person appointed or to be appointed as an arbitrator shall disclose to the AAA any
circumstance likely to give rise to justifiable doubt as to the arbitrator's impartiality or
independence, including any bias or any financial or personal interest in the result of the
arbitration or any past or present relationship with the parties or their representatives.
Such obligation shall remain in effect throughout the arbitration.
b. Upon receipt of such information from the arbitrator or another source, the AAA shall
communicate the information to the parties and, if it deems it appropriate to do so, to the
arbitrator and others.
c. In order to encourage disclosure by arbitrators, disclosure of information pursuant to this

Section R-15 is not to be construed as an indication that the arbitrator considers that the
disclosed circumstance is likely to affect impartiality or independence.

a. Any arbitrator shall be impartial and independent and shall perform his or her duties with
diligence and in good faith, and shall be subject to disqualification for:
i. partiality or lack of independence,
ii. inability or refusal to perform his or her duties with diligence and in good faith, and
iii. any grounds for disqualification provided by applicable law. The parties may agree in
writing, however, that arbitrators directly appointed by a party pursuant to Section R-
13 shall be nonneutral, in which case such arbitrators need not be impartial or
independent and shall not be subject to disqualification for partiality or lack of
independence.
b. Upon objection of a party to the continued service of an arbitrator, or on its own initiative,
the AAA shall determine whether the arbitrator should be disqualified under the grounds
set out above, and shall inform the parties of its decision, which decision shall be
conclusive.

a. No party and no one acting on behalf of any party shall communicate ex parte with an
arbitrator or a candidate for arbitrator concerning the arbitration, except that a party, or
someone acting on behalf of a party, may communicate ex parte with a candidate for
direct appointment pursuant to Section R-13 in order to advise the candidate of the
general nature of the controversy and of the anticipated proceedings and to discuss the
16
candidate's qualifications, availability, or independence in relation to the parties or to
discuss the suitability of candidates for selection as a third arbitrator where the parties or
party-designated arbitrators are to participate in that selection.
b. Section R-17(a) does not apply to arbitrators directly appointed by the parties who,
pursuant to Section R-16(a), the parties have agreed in writing are non-neutral. Where
the parties have so agreed under Section R-16(a), the AAA shall as an administrative
practice suggest to the parties that they agree further that Section R-17(a) should
nonetheless apply prospectively.
18. Vacancies
a. If for any reason an arbitrator is unable to perform the duties of the office, the AAA may,
on proof satisfactory to it, declare the office vacant. Vacancies shall be filled in
accordance with applicable provisions of these Rules.
b. In the event of a vacancy in a panel of neutral arbitrators after the hearings have
commenced, the remaining arbitrator or arbitrators may continue with the hearing and
determination of the controversy, unless the parties agree otherwise.
c. In the event of the appointment of a substitute arbitrator, the panel of arbitrators shall
determine in its sole discretion whether it is necessary to repeat all or part of any prior
hearings.
19. Representation
Any party may be represented by counsel or other authorized representatives. For parties
without representation, the AAA will, upon request, provide reference to institutions which might
offer assistance. A party who intends to be represented shall notify the other party and the AAA
of the name and address of the representative at least 10 days prior to the date set for the
hearing or conference at which that person is first to appear. If a representative files a Demand
or an Answer, the obligation to give notice of representative status is deemed satisfied.

Any party desiring a stenographic record shall make arrangements directly with a stenographer
and shall notify the other parties of these arrangements at least three days in advance of the
hearing. The requesting party or parties shall pay the cost of the record. If the transcriptis
agreed by the parties, or determined by the arbitrator to be the official record of the proceeding,
it must be provided to the arbitrator and made available to the other parties for inspection, at a
date, time, and place determined by the arbitrator.
21. Interpreters
Any party wishing an interpreter shall make all arrangements directly with the interpreter and
shall assume the costs of the service.

The arbitrator shall have the authority to exclude witnesses, other than a party, from the hearing
during the testimony of any other witness. The arbitrator also shall have the authority to decide
whether any person who is not a witness may attend the hearing.
17
23. Confidentiality
The arbitrator shall maintain the confidentiality of the arbitration and shall have the authority to
make appropriate rulings to safeguard that confidentiality, unless the parties agree otherwise or
the law provides to the contrary.
24. Postponements
The arbitrator: (1) may postpone any hearing upon the request of a party for good cause shown;
(2) must postpone any hearing upon the mutual agreement of the parties; and (3) may postpone
any hearing on his or her own initiative.
25. Oaths
Before proceeding with the first hearing, each arbitrator shall take an oath of office. The oath
shall be provided to the parties prior to the first hearing. The arbitrator may require witnesses to
testify under oath administered by any duly qualified person and, if it is required by law or
requested by any party, shall do so.

All decisions and awards of the arbitrators must be by a majority, unless the unanimous decision
of all arbitrators is expressly required by the arbitration agreement or by law.

The arbitrator may allow the filing of a dispositive motion if the arbitrator determines that the
moving party has shown substantial cause that the motion is likely to succeed and dispose of or
narrow the issues in the case.

A hearing may be opened by: (1) recording the date, time, and place of the hearing; (2)
recording the presence of the arbitrator, the parties, and their representatives, if any; and (3)
receiving into the record the Demand and the Answer, if any. The arbitrator may, at the
beginning of the hearing, ask for statements clarifying the issues involved.
The parties shall bear the same burdens of proof and burdens of producing evidence as would
apply if their claims and counterclaims had been brought in court.
Witnesses for each party shall submit to direct and cross examination.
With the exception of the rules regarding the allocation of the burdens of proof and going
forward with the evidence, the arbitrator has the authority to set the rules for the conduct of the
proceedings and shall exercise that authority to afford a full and equal opportunity to all parties
to present any evidence that the arbitrator deems material and relevant to the resolution of the
dispute. When deemed appropriate, the arbitrator may also allow for the presentation of
evidence by alternative means including web conferencing, internet communication, telephonic
conferences and means other than an in-person presentation of evidence. Such alternative
means must still afford a full and equal opportunity to all parties to present any evidence that the
arbitrator deems material and relevant to the resolution of the dispute and when involving
witnesses, provide that such witness submit to direct and cross-examination.
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The arbitrator, in exercising his or her discretion, shall conduct the proceedings with a view
toward expediting the resolution of the dispute, may direct the order of proof, bifurcate
proceedings, and direct the parties to focus their presentations on issues the decision of which
could dispose of all or part of the case.
Documentary and other forms of physical evidence, when offered by either party, may be
received in evidence by the arbitrator.
The names and addresses of all witnesses and a description of the exhibits in the order received
shall be made a part of the record.

Unless the law provides to the contrary, the arbitration may proceed in the absence of any party
or representative who, after due notice, fails to be present or fails to obtain a postponement. An
award shall not be based solely on the default of a party. The arbitrator shall require the party
who is in attendance to present such evidence as the arbitrator may require for the making of
the award.
30. Evidence
The parties may offer such evidence as is relevant and material to the dispute and shall produce
such evidence as the arbitrator deems necessary to an understanding and determination of the
dispute. All evidence shall be taken in the presence of all of the arbitrators and all of the parties,
except where any party or arbitrator is absent, in default, or has waived the right to be present,
however "presence" should not be construed to mandate that the parties and arbitrators must be
physically present in the same location.
An arbitrator or other person authorized by law to subpoena witnesses or documents may do so

upon the request of any party or independently.
The arbitrator shall be the judge of the relevance and materiality of the evidence offered, and
conformity to legal rules of evidence shall not be necessary. The arbitrator may in his or her
discretion direct the order of proof, bifurcate proceedings, exclude cumulative or irrelevant
testimony or other evidence, and direct the parties to focus their presentations on issues the
decision of which could dispose of all or part of the case. All evidence shall be taken in the
presence of all of the arbitrators and all of the parties, except where any party is absent, in
default, or has waived the right to be present.
If the parties agree or the arbitrator directs that documents or other evidence may be submitted
to the arbitrator after the hearing, the documents or other evidence shall be filed with the AAA
for transmission to the arbitrator, unless the parties agree to a different method of distribution. All
parties shall be afforded an opportunity toexamine such documents or other evidence and to
lodge appropriate objections, if any.
31. Inspection
Upon the request of a party, the arbitrator may make an inspection in connection with the
arbitration. The arbitrator shall set the date and time, and the AAA shall notify the parties. In the
event that one or all parties are not present during the inspection, the arbitrator shall make an
oral or written report to the parties and afford them an opportunity to comment.
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At the request of any party, the arbitrator may grant any remedy or relief that would have been
available to the parties had the matter been heard in court, as stated in Rule 39(d), Award.
incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

The arbitrator shall specifically inquire of all parties whether they have any further proofs to offer
or witnesses to be heard. Upon receiving negative replies or if satisfied that the record is
complete, the arbitrator shall declare the hearing closed.
If briefs are to be filed, the hearing shall be declared closed as of the final date set by the
arbitrator for the receipt of briefs. If documents are to be filed as provided in Rule 30 and the
date set for their receipt is later than that set for the receipt of briefs, the later date shall be the
date of closing the hearing. The time limit within which the arbitrator is required to make the
award shall commence to run, in the absence of other agreements by the parties, upon closing
of the hearing.

The hearing may be reopened by the arbitrator upon the arbitrator's initiative, or upon
application of a party for good cause shown, at any time before the award is made. If reopening
the hearing would prevent the making of the award within
the specific time agreed on by the parties in the contract(s) out of which the controversy has
arisen, the matter may not be reopened unless the parties agree on an extension of time. When
no specific date is fixed in the contract, the arbitrator may reopen the hearing and shall have 30
days from the closing of the reopened hearing within which to make an award.

The parties may provide, by written agreement, for the waiver of oral hearings. If the parties are
unable to agree as to the procedure, upon the appointment of the arbitrator, the arbitrator shall
specify a fair and equitable procedure.

Any party who proceeds with the arbitration after knowledge that any provision or requirement of
these rules has not been complied with, and who fails to state objections thereto in writing or in a
transcribed record, shall be deemed to have waived the right to object.

The parties may modify any period of time by mutual agreement. The AAA or the arbitrator may
for good cause extend any period of time established by these Rules, except the time for making
the award. The AAA shall notify the parties of any extension.
20
a. Any papers, notices, or process necessary or proper for the initiation or continuation of
an arbitration under these rules, for any court action in connection therewith, or for the
entry of judgment on any award made under these rules may be served on a party by
mail addressed to the party, or its representative at the last known address or by
personal service, in or outside the state where the arbitration is to be held, provided that
reasonable opportunity to be heard with regard to the dispute is or has been granted to
the party.
b. The AAA, the arbitrator, and the parties may also use overnight delivery or electronic
facsimile transmission (fax), to give the notices required by these rules. Where all parties
and the arbitrator agree, notices may be transmitted by electronic mail (e-mail), or other
methods of communication.
c. Unless otherwise instructed by the AAA or by the arbitrator, any documents submitted by
any party to the AAA or to the arbitrator shall simultaneously be provided to the other
party or parties to the arbitration.
39. The Award

a. The award shall be made promptly by the arbitrator and, unless otherwise agreed by the
parties or specified by law, no later than 30 days from the date of closing of the hearing
or, if oral hearings have been waived, from the date of the AAA's transmittal of the final
statements and proofs to the arbitrator. Three additional days are provided if briefs are to
be filed or other documents are to be transmitted pursuant to Rule 30.
b. An award issued under these rules shall be publicly available, on a cost basis. The
names of the parties and witnesses will not be publicly available, unless a party
expressly agrees to have its name made public in the award.
c. The award shall be in writing and shall be signed by a majority of the arbitrators and shall
provide the written reasons for the award unless the parties agree otherwise. It shall be
executed in the manner required by law.
d. The arbitrator may grant any remedy or relief that would have been available to the
parties had the matter been heard in court including awards of attorney's fees and costs,
in accordance with applicable law. The arbitrator shall, in the award, assess arbitration
fees, expenses, and compensation as provided in Rules 43, 44, and 45 in favor of any
party and, in the event any administrative fees or expenses are due the AAA, in favor of
the AAA, subject to the provisions contained in the Costs of Arbitration section.
e. If the parties settle their dispute during the course of the arbitration and mutually request,
the arbitrator may set forth the terms of the settlement in a consent award.
f. The parties shall accept as legal delivery of the award the placing of the award or a true
copy thereof in the mail, addressed to a party or its representative at the last known
address, personal service of the award, or the filing of the award in any manner that may
be required by law.
g. The arbitrator's award shall be final and binding.
21
Within 20 days after the transmittal of an award, any party, upon notice to the other parties, may
request the arbitrator to correct any clerical, typographical, technical, or computational errors in
the award. The arbitrator is not empowered to redetermine the merits of any claim already
decided. The other parties shall be given 10 days to respond to the request. The arbitrator shall
dispose of the request within 20 days after transmittal by the AAA to the arbitrator of the request
and any response thereto. If applicable law requires a different procedural time frame, that
procedure shall be followed.

The AAA shall, upon the written request of a party, furnish to the party, at that party's expense,
certified copies of any papers in the AAA's case file that may be required in judicial proceedings
relating to the arbitration.

a. No judicial proceeding by a party relating to the subject matter of the arbitration shall be
deemed a waiver of the party's right to arbitrate.
b. Neither the AAA nor any arbitrator in a proceeding under these rules is or shall be
considered a necessary or proper party in judicial proceedings relating to the arbitration.
c. Parties to these procedures shall be deemed to have consented that judgment upon the
arbitration award may be entered in any federal or state court having jurisdiction.
d. Parties to an arbitration under these rules shall be deemed to have consented that
neither the AAA nor any arbitrator shall be liable to any party in any action for damages
or injunctive relief for any act or omission in connection with any arbitration under these
rules.

As a not-for-profit organization, the AAA shall prescribe filing and other administrative fees to
compensate it for the cost of providing administrative services. The AAA administrative fee
schedule in effect at the time the demand for arbitration or submission agreement is received
shall be applicable.
AAA fees shall be paid in accordance with the Costs of Arbitration Section (see pages 45-53).
The AAA may, in the event of extreme hardship on any party, defer or reduce the administrative
fees. (To ensure that you have the most current information, see our website at www.adr.org).
44. Neutral Arbitrator's Compensation

Arbitrators shall charge a rate consistent with the arbitrator's stated rate of compensation. If
there is disagreement concerning the terms of compensation, an appropriate rate shall be
established with the arbitrator by the AAA and confirmed to the parties.
Any arrangement for the compensation of a neutral arbitrator shall be made through the AAA
and not directly between the parties and the arbitrator. Payment of the arbitrator's fees and
22
expenses shall be made by the AAA from the fees and moneys collected by the AAA for this
purpose.
Arbitrator compensation shall be borne in accordance with the Costs of Arbitration section.
45. Expenses
Unless otherwise agreed by the parties or as provided under applicable law, the expenses of
witnesses for either side shall be borne by the party producing such witnesses.
arbitrator shall be borne in accordance with the Costs of Arbitration section.
46. Deposits
The AAA may require deposits in advance of any hearings such sums of money as it deems
necessary to cover the expenses of the arbitration, including the arbitrator's fee, if any, and shall
render an accounting and return any unexpended balance at the conclusion of the case.

If arbitrator compensation or administrative charges have not been paid in full, the AAA may so
inform the parties in order that one of them may advance the required payment. If such
payments are not made, the arbitrator may order the suspension or termination of the
proceedings. If no arbitrator has yet been appointed, the AAA may suspend or terminate the
proceedings.

The arbitrator shall interpret and apply these rules as they relate to the arbitrator's powers and
duties. When there is more than one arbitrator and a difference arises among them concerning
the meaning or application of these Rules, it shall be resolved by a majority vote. If that is not
possible, either an arbitrator or a party may refer the question to the AAA for final decision. All
other procedures shall be interpreted and applied by the AAA.

This Costs of Arbitration section contains two separate and distinct sub-sections. Initially, the
AAA shall make an administrative determination as to whether the dispute arises from an
employer-promulgated plan or an individually-negotiated employment agreement or contract.
If a party disagrees with the AAA's determination, the parties may bring the issue to the attention
of the arbitrator for a final determination. The arbitrator's determination will be made on
documents only, unless the arbitrator deems a hearing is necessary.
For Disputes Arising Out of Employer-Promulgated Plans*:

appointment. The employer shall pay the arbitrator's compensation unless the employee, post
dispute, voluntarily elects to pay a portion of the arbitrator's compensation. Arbitrator
compensation, expenses as defined in section (iv) below, and administrative fees are not
23
subject to reallocation by the arbitrator(s) except upon the arbitrator's determination that a claim
or counterclaim was filed for purposes of harassment or is patently frivolous.
*Pursuant to Section 1284.3 of the California Code of Civil Procedure, consumers with a gross monthly
income of less than 300% of the federal poverty guidelines are entitled to a waiver of arbitration fees and
costs, exclusive of arbitrator fees. This law applies to all consumer agreements subject to the California
Arbitration Act, and to all consumer arbitrations conducted in California. If you believe that you meet these
requirements, you must submit to the AAA a declaration under oath regarding your monthly income and
the number of persons in your household. Please contact Case Filing Services at 877-495-4185 if you
have any questions regarding the waiver of administrative fees. (Effective January 1, 2003.)
A party making a demand for treatment of a claim, counter claim, or additional claim as a
collective action arbitration will be subject to the administrative fees as outlined in the standard
and flexible fee schedules below. Arbitrator compensation is not included as a part of the
administrative fees charged by the AAA. Arbitrator compensation in cases involving a collective
action claim will be charged in accordance with the determination as to whether the dispute
arises from an employer-promulgated plan or an individually negotiated employment agreement
or contract.
(i) Filing Fees

Cases Filed by Employee Against Employer
In cases before a single arbitrator, a non-refundable filing fee capped in the amount of $200 is
payable in full by the employee when a claim is filed, unless the plan provides that the employee
pay less. A non-refundable fee in the amount of $1350 is payable in full by the employer, unless
the plan provides that the employer pay more.
In cases before three or more arbitrators, a non-refundable filing fee capped in the amount of
$200 is payable in full by the employee when a claim is filed, unless the plan provides that the
employee pay less. A non-refundable fee in the amount of $1,800 is payable in full by the
employer, unless the plan provides that the employer pay more.
The employer’s share is due as soon as the employee meets his or her filing requirements, even
if the matter settles.
There shall be no filing fee charged for a counterclaim. If a determination is made that the
dispute arises out of an individually-negotiated employment agreement, the filing fee for a
counterclaim will be charged in accordance with the fee schedules below for disputes arising out
of individually negotiated employment agreements.
The above fee schedule will also apply where the employer files on behalf of the employee
pursuant to the terms of the employer promulgated plan.
Cases Filed by Employer Against Employee
In cases before a single arbitrator, a non-refundable fee in the amount of $1550 is payable in full
by the employer.
In cases before three or more arbitrators, a non-refundable fee in the amount of $2000 is
payable in full by the employer.
There shall be no filing fee charged for a counterclaim. If a determination is made that the
dispute arises out of an individually-negotiated employment agreement, the filing fee for a
24
counterclaim will be charged in accordance with the fee schedules below for disputes arising out
of individually-negotiated employment agreements.
(ii) Hearing Fees

For each day of hearing held before a single arbitrator, an administrative fee of $350 is payable
by the employer.
For each day of hearing held before a multi-arbitrator panel, an administrative fee of $500 is
payable by the employer.
There is no AAA hearing fee for the initial Arbitration Management Conference.
(iii) Postponement/Cancellation Fees

single arbitrator.
multi-arbitrator panel.

The hearing fees described above do not cover the rental of hearing rooms. The AAA maintains
hearing rooms in most offices for the convenience of the parties. Check with the administrator
for availability and rates. Hearing room rental fees will be borne by the employer.
(v) Abeyance Fee

Parties on cases held in abeyance for one year will be assessed an annual abeyance fee of
$300. A case may only be held in abeyance after the initial filing fees have been paid. If a party
refuses to pay the assessed fee, the other party or parties may pay the entire fee on behalf of all
parties, otherwise the matter will be administratively closed.
(vi) Expenses
arbitrator, shall be borne by the employer.
For Disputes Arising Out of Individually-Negotiated Employment

Agreements and Contracts:
The AAA's Fee Schedule, as modified below, will apply to disputes arising out of individually-
negotiated employment agreements and contracts, even if such agreements and contracts
reference or incorporate an employer-promulgated plan. Arbitrator compensation is not included
as part of the administrative fees charged by the AAA. Arbitrator compensation is based on the
most recent biography sent to the parties prior to appointment.
Administrative Fee Schedules (Standard and Flexible Fee)

The AAA has two administrative fee options for parties filing claims or counterclaims, the
Standard Fee Schedule and Flexible Fee Schedule. The Standard Fee Schedule has a two-
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payment schedule, and the Flexible Fee Schedule has a three-payment schedule which offers
lower initial filing fees, but potentially higher total administrative fees of approximately 12% to
19% for cases that proceed to a hearing. The administrative fees of the AAA are based on the
amount of the claim or counterclaim. Arbitrator compensation is not included in this schedule.
Unless the parties agree otherwise, arbitrator compensation and administrative fees are subject
to allocation by the arbitrator in the award.
In an effort to make arbitration costs reasonable for consumers, the AAA has a separate fee
schedule for consumer-related disputes. Please refer to Section C-8 of the Supplementary
Procedures for Consumer-Related Disputes when filing a consumer-related claim. Note that the
Flexible Fee Schedule is not available on cases administered under these supplementary
procedures.
The AAA applies the Supplementary Procedures for Consumer-Related Disputes to arbitration
clauses in agreements between individual consumers and businesses where the business has a
standardized, systematic application of arbitration clauses with customers and where the terms
and conditions of the purchase of standardized, consumable goods or services are non-
negotiable or primarily non-negotiable in most or all of its terms, conditions, features, or choices.
The product or service must be for personal or household use. The AAA will have the discretion
to apply or not to apply the Supplementary Procedures and the parties will be able to bring any
disputes concerning the application or non-application to the attention of the arbitrator.
Consumers are not prohibited from seeking relief in a small claims court for disputes or claims
within the scope of its jurisdiction, even in consumer arbitration cases filed by the business.
Fees for incomplete or deficient filings: Where the applicable arbitration agreement does not
reference the AAA, the AAA will attempt to obtain the agreement of the other parties to the
dispute to have the arbitration administered by the AAA. However, where the AAA is unable to
obtain the agreement of the parties to have the AAA administer the arbitration, the AAA will
administratively close the case and will not proceed with the administration of the arbitration. In
these cases, the AAA will return the filing fees to the filing party, less the amount specified in the
fee schedule below for deficient filings.
Parties that file demands for arbitration that are incomplete or otherwise do not meet the filing
requirements contained in these Rules shall also be charged the amount specified below for
deficient filings if they fail or are unable to respond to the AAA's request to correct the
deficiency.
Fees for additional services: The AAA reserves the right to assess additional administrative fees
for services performed by the AAA beyond those provided for in these Rules which may be
required by the parties' agreement or stipulation.
(i) Standard Fee Schedule

An Initial Filing Fee is payable in full by a filing party when a claim, counterclaim, or additional
claim is filed. A Final Fee will be incurred for all cases that proceed to their first hearing. This fee
will be payable in advance at the time that the first hearing is scheduled. This fee will be
refunded at the conclusion of the case if no hearings have occurred. However, if the Association
is not notified at least 24 hours before the time of the scheduled hearing, the Final Fee will
remain due and will not be refunded.
These fees will be billed in accordance with the following schedule:
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Amount of Claim Initial Filing Fee Final Fee
Above $0 to $10,000 $775 $200
Above $10,000 to $75,000 $975 $300
Above $75,000 to $150,000 $1,850 $750
Above $150,000 to $300,000 $2,800 $1,250
Above $300,000 to $500,000 $4,350 $1,750
Above $500,000 to $1,000,000 $6,200 $2,500
Above $1,000,000 to $5,000,000 $8,200 $3,250
Above $5,000,000 to $10,000,000 $10,200 $4,000
Base fee of $12,800 plus .01% of the

Above $10,000,000 amount above $10,000,000 $6,000
Fee Capped at $65,000
Nonmonetary Claims1 $3,350 $1,250
Collective Action Claims2 $3,350 $1,250
Deficient Claim Filing Fee3 $350
Additional Services4
1
This fee is applicable when a claim or counterclaim is not for a monetary amount. Where a monetary
claim amount is not known, parties will be required to state a range of claims or be subject to a filing fee of
$10,200.
2
This fee is applicable where a party makes a demand for treatment of a claim, counterclaim, or additional
claim as a collective action arbitration.
3
The Deficient Claim Filing Fee shall not be charged in cases filed by a consumer in an arbitration
governed by the Supplementary Procedures for the Resolution of Consumer-Related Disputes, or in
cases filed by an Employee who is submitting their dispute to arbitration pursuant to an employer
promulgated plan.
4
The AAA may assess additional fees where procedures or services outside the Rules sections are
required under the parties' agreement or by stipulation.
Fees are subject to increase if the amount of a claim or counterclaim is modified after the initial
filing date. Fees are subject to decrease if the amount of a claim or counterclaim is modified
before the first hearing.
Fee, plus a $1,250 Final Fee. Expedited Procedures are applied in any case where no disclosed
claim or counterclaim exceeds $75,000, exclusive of interest and arbitration costs.
27
Parties on cases filed under either the Flexible Fee Schedule or the Standard Fee Schedule that
are held in abeyance for one year will be assessed an annual abeyance fee of $300. A case
may only be held in abeyance after the filing fees have been paid. If a party refuses to pay the
assessed fee, the other party or parties may pay the entire fee on behalf of all parties, otherwise
the matter will be administratively closed.
For more information, please contact your local AAA office, case management center, or our
Customer Service desk at 1-800-778-7879.
(ii) Refund Schedule for Standard Fee Schedule

The AAA offers a refund schedule on filing fees connected with the Standard Fee Schedule. For
cases with claims up to $75,000, a minimum filing fee of $350 will not be refunded. For all other
cases, a minimum fee of $600 will not be refunded. Subject to the minimum fee requirements,
refunds will be calculated as follows:
> 100% of the filing fee, above the minimum fee, will be refunded if the case is settled or
withdrawn within five calendar days of filing.
> 50% of the filing fee, will be refunded if the case is settled or withdrawn between six
and 30 calendar days of filing.
> 25% of the filing fee will be refunded if the case is settled or withdrawn between 31 and
60 calendar days of filing.
No refund will be made once an arbitrator has been appointed (this includes one arbitrator or a
three-arbitrator panel). No refunds will be granted on awarded cases.
Note: The date of receipt of the demand for arbitration with the AAA will be used to
calculate refunds of filing fees for both claims and counterclaims.
(iii) Flexible Fee Schedule

A non-refundable Initial Filing Fee is payable in full by a filing party when a claim, counterclaim,
or additional claim is filed. Upon receipt of the Demand for Arbitration, the AAA will promptly
initiate the case and notify all parties as well as establish the due date for filing of an Answer,
which may include a Counterclaim. In order to proceed with the further administration of the
arbitration and appointment of the arbitrator(s), the appropriate, non-refundable Proceed Fee
outlined below must be paid.
If a Proceed Fee is not submitted within ninety (90) days of the filing of the Claimant's Demand
for Arbitration, the Association will administratively close the file and notify all parties.
No refunds or refund schedule will apply to the Filing or Proceed Fees once received.
The Flexible Fee Schedule below also may be utilized for the filing of counterclaims. However,
as with the Claimant's claim, the counterclaim will not be presented to the arbitrator until the
Proceed Fee is paid.
A Final Fee will be incurred for all claims and/or counterclaims that proceed to their first hearing.
This fee will be payable in advance when the first hearing is scheduled, but will be refunded at
the conclusion of the case if no hearings have occurred. However, if the Association is not
notified of a cancellation at least 24 hours before the time of the scheduled hearing, the Final
28
Fee will remain due and will not be refunded.
All fees will be billed in accordance with the following schedule:
Amount of Claim Initial Filing Fee Proceed Fee Final Fee
Above $0 to $10,000 $400 $475 $200
Above $10,000 to $75,000 $625 $500 $300
Above $75,000 to $150,000 $850 $1250 $750
Above $150,000 to $300,000 $1,000 $2125 $1,250
Above $300,000 to $500,000 $1,500 $3,400 $1,750
Above $500,000 to $1,000,000 $2,500 $4,500 $2,500
Above $1,000,000 to $5,000,000 $2,500 $6,700 $3,250
Above $5,000,000 to
$3,500 $8,200 $4,000
$10,000,000
$10,300 plus .01% of claim

Above $10,000,000 $4,500 amount over $10,000,000 up
to $65,000 $6,000
Nonmonetary1 $2,000 $2,000 $1,250
Collective Action Claims2 $2,000 $2,000 $1,250
Deficient Claim Filing Fee $350
Additional Services3
1
This fee is applicable when a claim or counterclaim is not for a monetary amount. Where a monetary
claim amount is not known, parties will be required to state a range of claims or be subject to a filing fee of
$3,500 and a proceed fee of $8,200.
2
This fee is applicable where a party makes a demand for treatment of a claim, counterclaim, or additional
claim as a collective action arbitration.
3
The AAA reserves the right to assess additional administrative fees for services performed by the AAA
beyond those provided for in these Rules and which may be required by the parties' agreement or
stipulation.
For more information, please contact your local AAA office, case management center, or our
Customer Service desk at 1-800-778-7879. All fees are subject to increase if the amount of a
claim or counterclaim is modified after the initial filing date. Fees are subject to decrease if the
amount of a claim or counterclaim is modified before the first hearing.
Fee; $2,125 for the Proceed Fee; and $1,250 for the Final Fee.
29
Under the Flexible Fee Schedule, a party's obligation to pay the Proceed Fee shall remain in
effect regardless of any agreement of the parties to stay, postpone or otherwise modify the
arbitration proceedings. Parties that, through mutual agreement, have held their case in
abeyance for one year will be assessed an annual abeyance fee of $300. If a party refuses to
pay the assessed fee, the other party or parties may pay the entire fee on behalf of all parties,
otherwise the matter will be closed.
Note: The date of receipt by the AAA of the demand for arbitration will be used to
calculate the ninety (90) day time limit for payment of the Proceed Fee.
There is no Refund Schedule in the Flexible Fee Schedule.

The fees described above do not cover the cost of hearing rooms, which are available on a
rental basis. Check with the AAA for availability and rates.
(v) Abeyance Fee

Parties on cases filed under the Standard Fee Schedule that are held in abeyance for one year
will be assessed an annual abeyance fee of $300. A case may only be held in abeyance after
the filing fees have been paid. If a party refuses to pay the assessed fee, the other party or
parties may pay the entire fee on behalf of all parties, otherwise the matter will be
administratively closed.
(vi) Expenses
arbitrator, shall be borne equally by the parties.
For Disputes Proceeding Under the Supplementary Rules for Class Action
Arbitration ("Supplementary Rules"):
The AAA's Administered Fee Schedule, as listed in Section 11 of the Supplementary Rules for
Class Action Arbitration, shall apply to disputes proceeding under the Supplementary Rules.

O-1. Applicability
Where parties by special agreement or in their arbitration clause have adopted these rules for
emergency measures of protection, a party in need of emergency relief prior to the constitution
of the panel shall notify the AAA and all other parties in writing of the nature of the relief sought
and the reasons why such relief is required on an emergency basis. The application shall also
set forth the reasons why the party is entitled to such relief. Such notice may be given by
facsimile transmission, or other reliable means, but must include a statement certifying that all
other parties have been notified or an explanation of the steps taken in good faith to notify other
parties.
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Within one business day of receipt of notice as provided in Section O-1, the AAA shall appoint a
single emergency arbitrator from a special AAA panel of emergency arbitrators designated to
rule on emergency applications. The emergency arbitrator shall immediately disclose any
circumstance likely, on the basis of the facts disclosed in the application, to affect such
arbitrator's impartiality or independence. Any challenge to the appointment of the emergency
arbitrator must be made within one business day of the communication by the AAA to the parties
of the appointment of the emergency arbitrator and the circumstances disclosed.
O-3. Schedule
The emergency arbitrator shall as soon as possible, but in any event within two business days of
appointment, establish a schedule for consideration of the application for emergency relief. Such
schedule shall provide a reasonable opportunity to all parties to be heard, but may provide for
proceeding by telephone conference or on written submissions as alternatives to a formal
hearing.
O-4. Interim Award

If after consideration the emergency arbitrator is satisfied that the party seeking the emergency
relief has shown that immediate and irreparable loss or damage will result in the absence of
emergency relief, and that such party is entitled to such relief, the emergency arbitrator may
enter an interim award granting the relief and stating the reasons therefore.

Any application to modify an interim award of emergency relief must be based on changed
circumstances and may be made to the emergency arbitrator until the panel is constituted;
thereafter such a request shall be addressed to the panel. The emergency arbitrator shall have
no further power to act after the panel is constituted unless the parties agree that the emergency
arbitrator is named as a member of the panel.
O-6. Security
Any interim award of emergency relief may be conditioned on provision by the party seeking
such relief of appropriate security.
O-7. Special Master

incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. If the AAA is
directed by a judicial authority to nominate a special master to consider and report on an
application for emergency relief, the AAA shall proceed as provided in Section O-1 of this article
and the references to the emergency arbitrator shall be read to mean the special master, except
that the special master shall issue a report rather than an interim award.
O-8. Costs
The costs associated with applications for emergency relief shall be apportioned in the same
manner as set forth in the Costs of Arbitration section.
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Whenever, by stipulation or in their contract, the parties have provided for mediation or
conciliation of existing or future disputes under the auspices of the American Arbitration
Association (AAA) or under these procedures, the parties and their representatives, unless
agreed otherwise in writing, shall be deemed to have made these procedures , as amended and
in effect as of the date of filing of a request for mediation, a part of their agreement and
designate the AAA as the administrator of their mediation.
The parties by mutual agreement may vary any part of these procedures including, but not
limited to, agreeing to conduct the mediation via telephone or other electronic or technical
means.

Any party or parties to a dispute may initiate mediation under the AAA's auspices by making a
Request for Mediation to any of the AAA's regional offices or case management centers via
telephone, email, regular mail or fax. Requests for Mediation may also be filed online via AAA
WebFile at www.adr.org.
The party initiating the mediation shall simultaneously notify the other party or parties of the
request. The initiating party shall provide the following information to the AAA and the other
party or parties as applicable:
i. A copy of the mediation provision of the parties' contract or the parties' stipulation to
mediate.
ii. ii. The names, regular mail addresses, email addresses (if available), and telephone
numbers of all parties to the dispute and representatives, if any, in the mediation.
iii. A brief statement of the nature of the dispute and the relief requested.
iv. Any specific qualifications the mediator should possess.
Where there is no preexisting stipulation or contract by which the parties have provided for
mediation of existing or future disputes under the auspices of the AAA, a party may request the
AAA to invite another party to participate in "mediation by voluntary submission". Upon receipt of
such a request, the AAA will contact the other party or parties involved in the dispute and
attempt to obtain a submission to mediation.
M-3. Fixing of Locale (the city, county, state, territory and, if applicable,
country of the mediation)
i. When the parties' agreement to mediate is silent with respect to locale and the parties are
unable to agree upon a locale, the AAA shall have the authority to consider the parties'
arguments and determine the locale.
ii. When the parties' agreement to mediate requires a specific locale, absent the parties'
agreement to change it, the locale shall be that specified in the agreement to mediate.
32
iii. If the reference to a locale in the agreement to mediate is ambiguous, the AAA shall have the
authority to consider the parties' arguments and determine the locale.
M-4. Representation
Any party may participate without representation (pro-se), or by any representative of that
party's choosing, or by counsel, unless such choice is prohibited by applicable law. A party
intending to have representation shall notify the other party and the AAA of the name, telephone
number and address, and email address if available of the representative.
M-5. Appointment of the Mediator

Parties may search the online profiles of the AAA's Panel of Mediators at
www.aaamediation.com in an effort to agree on a mediator. If the parties have not agreed to the
appointment of a mediator and have not provided any other method of appointment, the
mediator shall be appointed in the following manner:
i. Upon receipt of a request for mediation, the AAA will send to each party a list of
mediators from the AAA's Panel of Mediators. The parties are encouraged to agree to a
mediator from the submitted list and to advise the AAA of their agreement.
ii. ii. If the parties are unable to agree upon a mediator, each party shall strike
unacceptable names from the list, number the remaining names in order of preference,
and return the list to the AAA. If a party does not return the list within the time specified,
all mediators on the list shall be deemed acceptable to that party. From among the
mediators who have been mutually approved by the parties, and in accordance with the
designated order of mutual preference, the AAA shall invite a mediator to serve.
iii. If the parties fail to agree on any of the mediators listed, or if acceptable mediators are
unable to serve, or if for any other reason the appointment cannot be made from the
submitted list, the AAA shall have the authority to make the appointment from among
other members of the Panel of Mediators without the submission of additional lists.
M-6. Mediator's Impartiality and Duty to Disclose

AAA mediators are required to abide by the Model Standards of Conduct for Mediators in effect
at the time a mediator is appointed to a case. Where there is a conflict between the Model
Standards and any provision of these Mediation Procedures, these Mediation Procedures shall
govern. The Standards require mediators to (i) decline a mediation if the mediator cannot
conduct it in an impartial manner, and (ii) disclose, as soon as practicable, all actual and
potential conflicts of interest that are reasonably known to the mediator and could reasonably be
seen as raising a question about the mediator's impartiality.
Prior to accepting an appointment, AAA mediators are required to make a reasonable inquiry to
determine whether there are any facts that a reasonable individual would consider likely to
create a potential or actual conflict of interest for the mediator. AAA mediators are required to
disclose any circumstance likely to create a presumption of bias or prevent a resolution of the
parties' dispute within the time-frame desired by the parties. Upon receipt of such disclosures,
the AAA shall immediately communicate the disclosures to the parties for their comments.
The parties may, upon receiving disclosure of actual or potential conflicts of interest of the
mediator, waive such conflicts and proceed with the mediation. In the event that a party
33
disagrees as to whether the mediator shall serve, or in the event that the mediator's conflict of
interest might reasonably be viewed as undermining the integrity of the mediation, the mediator
shall be replaced.
M-7. Vacancies
If any mediator shall become unwilling or unable to serve, the AAA will appoint another
mediator, unless the parties agree otherwise, in accordance with section M-5.
M-8. Duties and Responsibilities of the Mediator

i. The mediator shall conduct the mediation based on the principle of party self-
determination. Self-determination is the act of coming to a voluntary, uncoerced decision
in which each party makes free and informed choices as to process and outcome.
ii. ii. The mediator is authorized to conduct separate or ex parte meetings and other
communications with the parties and/or their representatives, before, during, and after
any scheduled mediation conference. Such communications may be conducted via
telephone, in writing, via email, online, in person or otherwise.
iii. The parties are encouraged to exchange all documents pertinent to the relief requested.
The mediator may request the exchange of memoranda on issues, including the
underlying interests and the history of the parties' negotiations. Information that a party
wishes to keep confidential may be sent to the mediator, as necessary, in a separate
communication with the mediator.
iv. The mediator does not have the authority to impose a settlement on the parties but will
attempt to help them reach a satisfactory resolution of their dispute. Subject to the
discretion of the mediator, the mediator may make oral or written recommendations for
settlement to a party privately or, if the parties agree, to all parties jointly.
v. In the event a complete settlement of all or some issues in dispute is not achieved within
the scheduled mediation session(s), the mediator may continue to communicate with the
parties, for a period of time, in an ongoing effort to facilitate a complete settlement.
vi. The mediator is not a legal representative of any party and has no fiduciary duty to any
party.
vii. The mediator shall set the date, time, and place for each session of the mediation
conference. The parties shall respond to requests for conference dates in a timely
manner, be cooperative in scheduling the earliest practicable date, and adhere to the
established conference schedule. The AAA shall provide notice of the conference to the
parties in advance of the conference date, when timing permits.
M-9. Responsibilities of the Parties

The parties shall ensure that appropriate representatives of each party, having authority to
consummate a settlement, attend the mediation conference.
Prior to and during the scheduled mediation conference session(s) the parties and their
representatives shall, as appropriate to each party's circumstances, exercise their best efforts to
prepare for and engage in a meaningful and productive mediation.
34
M-10. Privacy
Mediation sessions and related mediation communications are private proceedings. The parties
and their representatives may attend mediation sessions. Other persons may attend only with
the permission of the parties and with the consent of the mediator.
Subject to applicable law or the parties' agreement, confidential information disclosed to a
mediator by the parties or by other participants (witnesses) in the course of the mediation shall
not be divulged by the mediator. The mediator shall maintain the confidentiality of all information
obtained in the mediation, and all records, reports, or other documents received by a mediator
while serving in that capacity shall be confidential.
The mediator shall not be compelled to divulge such records or to testify in regard to the
mediation in any adversary proceeding or judicial forum.
The parties shall maintain the confidentiality of the mediation and shall not rely on, or introduce
as evidence in any arbitral, judicial, or other proceeding the following, unless agreed to by the
parties or required by applicable law:
i. Views expressed or suggestions made by a party or other participant with respect to a

possible settlement of the dispute;
ii. Admissions made by a party or other participant in the course of the mediation
proceedings;
iii. Proposals made or views expressed by the mediator; or
iv. The fact that a party had or had not indicated willingness to accept a proposal for
settlement made by the mediator.

There shall be no stenographic record of the mediation process.

The mediation shall be terminated:
i. By the execution of a settlement agreement by the parties; or
ii. By a written or verbal declaration of the mediator to the effect that further efforts at
mediation would not contribute to a resolution of the parties' dispute; or
iii. By a written or verbal declaration of all parties to the effect that the mediation
proceedings are terminated; or
iv. When there has been no communication between the mediator and any party or party's
representative for 21 days following the conclusion of the mediation conference.
35
Neither the AAA nor any mediator is a necessary party in judicial proceedings relating to the
mediation. Neither the AAA nor any mediator shall be liable to any party for any error, act or
omission in connection with any mediation conducted under these procedures. Parties to a
mediation under these procedures may not call the mediator, the AAA or AAA employees as a
witness in litigation or any other proceeding relating to the mediation. The mediator, the AAA
and AAA employees are not competent to testify as witnesses in any such proceeding.
M-15. Interpretation and Application of Procedures

The mediator shall interpret and apply these procedures insofar as they relate to the mediator's
duties and responsibilities. All other procedures shall be interpreted and applied by the AAA.
M-16. Deposits
Unless otherwise directed by the mediator, the AAA will require the parties to deposit in advance
of the mediation conference such sums of money as it, in consultation with the mediator, deems
necessary to cover the costs and expenses of the mediation and shall render an accounting to
the parties and return any unexpended balance at the conclusion of the mediation.
M-17. Expenses
All expenses of the mediation, including required traveling and other expenses or charges of the
mediator, shall be borne equally by the parties unless they agree otherwise. The expenses of
participants for either side shall be paid by the party requesting the attendance of such
participants.
M-18. Cost of the Mediation

There is no filing fee to initiate a mediation or a fee to request the AAA to invite parties to
mediate.
The cost of mediation is based on the hourly or daily mediation rate published on the mediator's
AAA profile. This rate covers both mediator compensation and an allocated portion for the
AAA's services. There is a four-hour or one half-day minimum charge for a mediation
conference. Expenses referenced in Section M-17 may also apply.
If a matter submitted for mediation is withdrawn or cancelled or results in a settlement after the
request to initiate mediation is filed but prior to the mediation conference the cost is $200 plus
any mediator time and charges incurred. These costs shall be borne by the initiating party
unless the parties agree otherwise.
If you have questions about mediation costs or services visit www.aaamediation.com or contact
your local AAA office.
© 2013 American Arbitration Association, Inc. All rights reserved. These Rules are the copyrighted property of the
American Arbitration Association (AAA) and are intended to be used in conjunction with the AAA's administrative
services. Any unauthorized use or modification of these Rules may violate copyright laws and other applicable laws.
Please contact 800.778.7879 or websitemail@adr.org for additional information.
36
EXHIBIT D
JAMS Employment Arbitration Rules & Procedures
Effective July 1, 2014
Table of Contents
Rule 1. Scope of Rules
Rule 2. Party Self-Determination
Rule 3. Amendment of Rules
Rule 4. Conflict with Law
Rule 5. Commencing an Arbitration
Rule 6. Preliminary and Administrative Matters
Rule 7. Number and Neutrality of Arbitrators; Appointment and Authority of
Chairperson
Rule 8. Service
Rule 9. Notice of Claims
Rule 10. Changes of Claims
Rule 11. Interpretation of Rules and Jurisdictional Challenges
Rule 12. Representation
Rule 13. Withdrawal from Arbitration
Rule 14. Ex Parte Communications
Rule 15. Arbitrator Selection, Disclosures and Replacement
Rule 16. Preliminary Conference
Rule 17. Exchange of Information
Rule 18. Summary Disposition of a Claim or Issue
Rule 19. Scheduling and Location of Hearing
Rule 20. Pre-Hearing Submissions
Rule 21. Securing Witnesses and Documents for the Arbitration Hearing
Rule 22. The Arbitration Hearing
Rule 23. Waiver of Hearing
Rule 24. Awards
Rule 25. Enforcement of the Award
Rule 26. Confidentiality and Privacy
Rule 27. Waiver
Rule 28. Settlement and Consent Award
Rule 29. Sanctions
Rule 30. Disqualification of the Arbitrator as a Witness or Party and Exclusion
of Liability
Rule 31. Fees
Rule 32. Bracketed (or High-Low) Arbitration Option
Rule 33. Final Offer (or Baseball) Arbitration Option
Rule 34. Optional Arbitration Appeal Procedure
Rule 1. Scope of Rules
Employment Arbitration Rules

(a) The JAMS Employment Arbitration Rules and Procedures ("Rules") govern binding Arbitrations of disputes or
claims that are administered by JAMS and in which the Parties agree to use these Rules or, in the absence of such
agreement, the disputes or claims are employment-related, unless other Rules are prescribed.
(b) The Parties shall be deemed to have made these Rules a part of their Arbitration agreement ("Agreement")
whenever they have provided for Arbitration by JAMS under its Employment Rules or for Arbitration by JAMS without
specifying any particular JAMS Rules and the disputes or claims meet the criteria of the first paragraph of this Rule.
(c) The authority and duties of JAMS as prescribed in the Agreement of the Parties and in these Rules shall be
carried out by the JAMS National Arbitration Committee ("NAC") or the office of JAMS General Counsel or their
designees.
(d) JAMS may, in its discretion, assign the administration of an Arbitration to any of its Resolution Centers.
(e) The term "Party" as used in these Rules includes Parties to the Arbitration and their counsel or representatives.
(f) "Electronic filing" (e-file) means the electronic transmission of documents to and from JAMS and other Parties for
the purpose of filing via the Internet. "Electronic service" (e-service) means the electronic transmission of
documents via JAMS Electronic Filing System to a party, attorney or representative under these Rules.
Rule 2. Party Self-Determination

(a) The Parties may agree on any procedures not specified herein or in lieu of these Rules that are consistent with
the applicable law and JAMS policies (including, without limitation, the JAMS Policy on Employment Arbitration
Minimum Standards of Procedural Fairness and Rules 15(i), 30 and 31). The Parties shall promptly notify JAMS of
any such Party-agreed procedures and shall confirm such procedures in writing. The Party-agreed procedures
shall be enforceable as if contained in these Rules.
(b) When an Arbitration Agreement provides that the Arbitration will be non-administered or administered by an
entity other than JAMS and/or conducted in accordance with rules other than JAMS Rules, the Parties may
subsequently agree to modify that Agreement to provide that the Arbitration will be administered by JAMS and/or
conducted in accordance with JAMS Rules.
Rule 3. Amendment of Rules

JAMS may amend these Rules without notice. The Rules in effect on the date of the commencement of an
Arbitration (as defined in Rule 5) shall apply to that Arbitration, unless the Parties have agreed upon another
version of the Rules.
Rule 4. Conflict with Law

If any of these Rules, or modification of these Rules agreed to by the Parties, is determined to be in conflict with a
provision of applicable law, the provision of law will govern over the Rule in conflict, and no other Rule will be
affected.
Rule 5. Commencing an Arbitration

(a) The Arbitration is deemed commenced when JAMS issues a Commencement Letter based upon the existence of
one of the following:
(i) A post-dispute Arbitration Agreement fully executed by all Parties specifying JAMS
administration or use of any JAMS Rules; or
(ii) A pre-dispute written contractual provision requiring the Parties to arbitrate the
employment dispute or claim and specifying JAMS administration or use of any JAMS Rules
or that the Parties agree shall be administered by JAMS; or
(iii) A written confirmation of an oral agreement of all Parties to participate in an Arbitration
administered by JAMS or conducted pursuant to any JAMS Rules; or
(iv) The Respondent's failure to timely object to JAMS administration; or

(v) A copy of a court order compelling Arbitration at JAMS.
(b) The issuance of the Commencement Letter confirms that requirements for commencement have been met, that
JAMS has received all payments required under the applicable fee schedule and that the Claimant has provided
JAMS with contact information for all Parties along with evidence that the Demand for Arbitration has been served
on all Parties.
(c) If a Party that is obligated to arbitrate in accordance with subparagraph (a) of this Rule fails to agree to
participate in the Arbitration process, JAMS shall confirm in writing that Party's failure to respond or participate, and,
pursuant to Rule 19, the Arbitrator, once appointed, shall schedule, and provide appropriate notice of, a Hearing or
other opportunity for the Party demanding the Arbitration to demonstrate its entitlement to relief.
(d) The date of commencement of the Arbitration is the date of the Commencement Letter but is not intended to be
applicable to any legal requirements such as the statute of limitations, any contractual limitations period or claims
notice requirements. The term "commencement," as used in this Rule, is intended only to pertain to the operation of
this and other Rules (such as Rule 3, 13(a), 17(a), 31(a)).
Rule 6. Preliminary and Administrative Matters

(a) JAMS may convene, or the Parties may request, administrative conferences to discuss any procedural matter
relating to the administration of the Arbitration.
(b) If no Arbitrator has yet been appointed, at the request of a Party and in the absence of Party agreement, JAMS
may determine the location of the Hearing, subject to Arbitrator review. In determining the location of the Hearing,
such factors as the subject matter of the dispute, the convenience of the Parties and witnesses, and the relative
resources of the Parties shall be considered, but in no event will the Hearing be scheduled in a location that
precludes attendance by the Employee.
(c) If, at any time, any Party has failed to pay fees or expenses in full, JAMS may order the suspension or
termination of the proceedings. JAMS may so inform the Parties in order that one of them may advance the
required payment. If one Party advances the payment owed by a non-paying Party, the Arbitration shall proceed,
and the Arbitrator may allocate the non-paying Party's share of such costs, in accordance with Rules 24(f) and
31(c). An administrative suspension shall toll any other time limits contained in these Rules or the Parties'
Agreement.
(d) JAMS does not maintain an official record of documents filed in the Arbitration. If the Parties wish to have any
documents returned to them, they must advise JAMS in writing within thirty (30) calendar days of the conclusion of
the Arbitration. If special arrangements are required regarding file maintenance or document retention, they must
be agreed to in writing, and JAMS reserves the right to impose an additional fee for such special arrangements.
Documents that are submitted for e-filing are retained for thirty (30) calendar days following the conclusion of the
Arbitration.
(e) Unless the Parties' Agreement or applicable law provides otherwise, JAMS, if it determines that the Arbitrations
so filed have common issues of fact or law, may consolidate Arbitrations in the following instances:
(i) If a Party files more than one Arbitration with JAMS, JAMS may consolidate the
Arbitrations into a single Arbitration.
(ii) Where a Demand or Demands for Arbitration is or are submitted naming Parties already
involved in another Arbitration or Arbitrations pending under these Rules, JAMS may decide
that the new case or cases shall be consolidated into one or more of the pending
proceedings and referred to one of the Arbitrators or panels of Arbitrators already
appointed.
(iii) Where a Demand or Demands for Arbitration is or are submitted naming parties that are
not identical to the Parties in the existing Arbitration or Arbitrations, JAMS may decide that
the new case or cases shall be consolidated into one or more of the pending proceedings

and referred to one of the Arbitrators or panels of Arbitrators already appointed.
When rendering its decision, JAMS will take into account all circumstances, including the links between the cases
and the progress already made in the existing Arbitrations.
Unless applicable law provides otherwise, where JAMS decides to consolidate a proceeding into a pending
Arbitration, the Parties to the consolidated case or cases will be deemed to have waived their right to designate an
Arbitrator as well as any contractual provision with respect to the site of the Arbitration.
(f) Where a third party seeks to participate in an Arbitration already pending under these Rules or where a Party to
an Arbitration under these Rules seeks to compel a third party to participate in a pending Arbitration, the Arbitrator
shall determine such request, taking into account all circumstances he or she deems relevant and applicable.
Rule 7. Number and Neutrality of Arbitrators; Appointment and Authority of

Chairperson
(a) The Arbitration shall be conducted by one neutral Arbitrator, unless all Parties agree otherwise. In these Rules,
the term "Arbitrator" shall mean, as the context requires, the Arbitrator or the panel of Arbitrators in a tripartite
Arbitration.
(b) In cases involving more than one Arbitrator, the Parties shall agree on, or, in the absence of agreement, JAMS
shall designate, the Chairperson of the Arbitration Panel. If the Parties and the Arbitrators agree, a single member
of the Arbitration Panel may, acting alone, decide discovery and procedural matters, including the conduct of
hearings to receive documents and testimony from third parties who have been subpoenaed to produce
documents.
(c) Where the Parties have agreed that each Party is to name one Arbitrator, the Arbitrators so named shall be
neutral and independent of the appointing Party, unless the Parties have agreed that they shall be non-neutral.
Rule 8. Service
(a) The Arbitrator may at any time require electronic filing and service of documents in an Arbitration. If an
Arbitrator requires electronic filing, the Parties shall maintain and regularly monitor a valid, usable and live email
address for the receipt of all documents filed through JAMS Electronic Filing System. Any document filed
electronically shall be considered as filed with JAMS when the transmission to JAMS Electronic Filing System is
complete. Any document e-filed by 11:59 p.m. (of the sender's time zone) shall be deemed filed on that date. Upon
completion of filing, JAMS Electronic Filing System shall issue a confirmation receipt that includes the date and time
of receipt. The confirmation receipt shall serve as proof of filing.
(b) Every document filed with JAMS Electronic Filing System shall be deemed to have been signed by the Arbitrator,
Case Manager, attorney or declarant who submits the document to JAMS Electronic Filing System, and shall bear
the typed name, address and telephone number of a signing attorney. Documents containing signatures of third
parties (i.e., unopposed motions, affidavits, stipulations, etc.) may also be filed electronically by indicating that the
original signatures are maintained by the filing Party in paper format.
(c) Delivery of e-service documents through JAMS Electronic Filing System to other registered users shall be
considered as valid and effective service and shall have the same legal effect as an original paper document.
Recipients of e-service documents shall access their documents through JAMS Electronic Filing System. E-service
shall be deemed complete when the Party initiating e-service completes the transmission of the electronic
document(s) to JAMS Electronic Filing System for e-filing and/or e-service. Upon actual or constructive receipt of
the electronic document(s) by the Party to be served, a Certificate of Electronic Service shall be issued by JAMS
Electronic Filing System to the Party initiating e-service, and that Certificate shall serve as proof of service. Any
Party who ignores or attempts to refuse e-service shall be deemed to have received the electronic document(s) 72
hours following the transmission of the electronic document(s) to JAMS Electronic Filing System.
(d) If an electronic filing or service does not occur because of (1) an error in the transmission of the document to
JAMS Electronic Filing System or served Party which was unknown to the sending Party; (2) a failure to process the
electronic document when received by JAMS Electronic Filing System; (3) the Party was erroneously excluded from
the service list; or (4) other technical problems experienced by the filer, the Arbitrator or JAMS may, for good cause

shown, permit the document to be filed nunc pro tunc to the date it was first attempted to be sent electronically. Or,
in the case of service, the Party shall, absent extraordinary circumstances, be entitled to an order extending the
date for any response or the period within which any right, duty or other act must be performed.
(e) For documents that are not filed electronically, service by a Party under these Rules is effected by providing
one signed copy of the document to each Party and two copies in the case of a sole Arbitrator and four copies in
the case of a tripartite panel to JAMS. Service may be made by hand-delivery, overnight delivery service or U.S.
mail. Service by any of these means is considered effective upon the date of deposit of the document.
(f) In computing any period of time prescribed or allowed by these Rules for a Party to do some act within a
prescribed period after the service of a notice or other paper on the Party and the notice or paper is served on the
Party only by U.S. mail, three (3) calendar days shall be added to the prescribed period.
Rule 9. Notice of Claims

(a) Each Party shall afford all other Parties reasonable and timely notice of its claims, affirmative defenses or
counterclaims. Any such notice shall include a short statement of its factual basis. No claim, remedy, counterclaim,
or affirmative defense will be considered by the Arbitrator in the absence of such prior notice to the other Parties,
unless the Arbitrator determines that no Party has been unfairly prejudiced by such lack of formal notice or all
Parties agree that such consideration is appropriate notwithstanding the lack of prior notice.
(b) Claimant's notice of claims is the Demand for Arbitration referenced in Rule 5. It shall include a statement of the
remedies sought. The Demand for Arbitration may attach and incorporate a copy of a Complaint previously filed
with a court. In the latter case, Claimant may accompany the Complaint with a copy of any Answer to that Complaint
filed by any Respondent.
(c) Within fourteen (14) calendar days of service of the notice of claim, a Respondent may submit to JAMS and
serve on other Parties a response and a statement of any affirmative defenses, including jurisdictional challenges,
or counterclaims it may have.
(d) Within fourteen (14) calendar days of service of a counterclaim, a Claimant may submit to JAMS and serve on
other Parties a response to such counterclaim and any affirmative defenses, including jurisdictional challenges, it
may have.
(e) Any claim or counterclaim to which no response has been served will be deemed denied.
(f) Jurisdictional challenges under Rule 11 shall be deemed waived, unless asserted in a response to a Demand or
counterclaim or promptly thereafter, when circumstances first suggest an issue of arbitrability.
Rule 10. Changes of Claims

After the filing of a claim and before the Arbitrator is appointed, any Party may make a new or different claim
against a Party or any third Party that is subject to Arbitration in the proceeding. Such claim shall be made in
writing, filed with JAMS and served on the other Parties. Any response to the new claim shall be made within
fourteen (14) calendar days after service of such claim. After the Arbitrator is appointed, no new or different claim
may be submitted, except with the Arbitrator's approval. A Party may request a hearing on this issue. Each Party
has the right to respond to any new or amended claim in accordance with Rule 9(c) or (d).
Rule 11. Interpretation of Rules and Jurisdictional Challenges

(a) Once appointed, the Arbitrator shall resolve disputes about the interpretation and applicability of these Rules
and conduct of the Arbitration Hearing. The resolution of the issue by the Arbitrator shall be final.
(b) Jurisdictional and arbitrability disputes, including disputes over the formation, existence, validity, interpretation
or scope of the agreement under which Arbitration is sought, and who are proper Parties to the Arbitration, shall be
submitted to and ruled on by the Arbitrator. Unless the relevant law requires otherwise, the Arbitrator has the
authority to determine jurisdiction and arbitrability issues as a preliminary matter.
(c) Disputes concerning the appointment of the Arbitrator shall be resolved by JAMS.
(d) The Arbitrator may, upon a showing of good cause or sua sponte, when necessary to facilitate the Arbitration,
extend any deadlines established in these Rules, provided that the time for rendering the Award may only be
altered in accordance with Rules 22(i) or 24.

Rule 12. Representation
(a) The Parties, whether natural persons or legal entities such as corporations, LLCs, or partnerships, may be
represented by counsel or any other person of the Party's choice. Each Party shall give prompt written notice to the
Case Manager and the other Parties of the name, address, telephone and fax numbers and email address of its
representative. The representative of a Party may act on the Party's behalf in complying with these Rules.
(b) Changes in Representation. A Party shall give prompt written notice to the Case Manager and the other Parties
of any change in its representation, including the name, address, telephone and fax numbers and email address of
the new representative. Such notice shall state that the written consent of the former representative, if any, and of
the new representative, has been obtained and shall state the effective date of the new representation.
Rule 13. Withdrawal from Arbitration

(a) No Party may terminate or withdraw from an Arbitration after the issuance of the Commencement Letter (see
Rule 5), except by written agreement of all Parties to the Arbitration.
(b) A Party that asserts a claim or counterclaim may unilaterally withdraw that claim or counterclaim without
prejudice by serving written notice on the other Parties and the Arbitrator. However, the opposing Parties may,
within seven (7) calendar days of such notice, request that the Arbitrator condition the withdrawal upon such terms
as he or she may direct.
Rule 14. Ex Parte Communications

(a) No Party may have any ex parte communication with a neutral Arbitrator, except as provided in section (b) of this
Rule. The Arbitrator(s) may authorize any Party to communicate directly with the Arbitrator(s) by email or other
written means as long as copies are simultaneously forwarded to the JAMS Case Manager and the other Parties.
(b) A Party may have ex parte communication with its appointed neutral or non-neutral Arbitrator as necessary to
secure the Arbitrator's services and to assure the absence of conflicts, as well as in connection with the selection of
the Chairperson of the arbitral panel.
(c) The Parties may agree to permit more extensive ex parte communication between a Party and a non-neutral
Arbitrator. More extensive communications with a non-neutral Arbitrator may also be permitted by applicable law
and rules of ethics.
Rule 15. Arbitrator Selection, Disclosures and Replacement

(a) Unless the Arbitrator has been previously selected by agreement of the Parties, JAMS may attempt to facilitate
agreement among the Parties regarding selection of the Arbitrator.
(b) If the Parties do not agree on an Arbitrator, JAMS shall send the Parties a list of at least five (5) Arbitrator
candidates in the case of a sole Arbitrator and ten (10) Arbitrator candidates in the case of a tripartite panel. JAMS
shall also provide each Party with a brief description of the background and experience of each Arbitrator
candidate. JAMS may replace any or all names on the list of Arbitrator candidates for reasonable cause at any time
before the Parties have submitted their choice pursuant to subparagraph (c) below.
(c) Within seven (7) calendar days of service upon the Parties of the list of names, each Party may strike two (2)
names in the case of a sole Arbitrator and three (3) names in the case of a tripartite panel, and shall rank the
remaining Arbitrator candidates in order of preference. The remaining Arbitrator candidate with the highest
composite ranking shall be appointed the Arbitrator. JAMS may grant a reasonable extension of the time to strike
and rank the Arbitrator candidates to any Party without the consent of the other Parties.
(d) If this process does not yield an Arbitrator or a complete panel, JAMS shall designate the sole Arbitrator or as
many members of the tripartite panel as are necessary to complete the panel.
(e) If a Party fails to respond to a list of Arbitrator candidates within seven (7) calendar days after its service, or fails
to respond according to the instructions provided by JAMS, JAMS shall deem that Party to have accepted all of the
Arbitrator candidates.
(f) Entities whose interests are not adverse with respect to the issues in dispute shall be treated as a single Party
for purposes of the Arbitrator selection process. JAMS shall determine whether the interests between entities are
adverse for purposes of Arbitrator selection, considering such factors as whether the entities are represented by

the same attorney and whether the entities are presenting joint or separate positions at the Arbitration.
(g) If, for any reason, the Arbitrator who is selected is unable to fulfill the Arbitrator's duties, a successor Arbitrator
shall be chosen in accordance with this Rule. If a member of a panel of Arbitrators becomes unable to fulfill his or
her duties after the beginning of a Hearing but before the issuance of an Award, a new Arbitrator will be chosen in
accordance with this Rule, unless, in the case of a tripartite panel, the Parties agree to proceed with the remaining
two Arbitrators. JAMS will make the final determination as to whether an Arbitrator is unable to fulfill his or her
duties, and that decision shall be final.
(h) Any disclosures regarding the selected Arbitrator shall be made as required by law or within ten (10) calendar
days from the date of appointment. Such disclosures may be provided in electronic format, provided that JAMS will
produce a hard copy to any Party that requests it. The Parties and their representatives shall disclose to JAMS any
circumstances likely to give rise to justifiable doubt as to the Arbitrator's impartiality or independence, including any
bias or any financial or personal interest in the result of the Arbitration or any past or present relationship with the
Parties and their representatives. The obligation of the Arbitrator, the Parties and their representatives to make all
required disclosures continues throughout the Arbitration process.
(i) At any time during the Arbitration process, a Party may challenge the continued service of an Arbitrator for
cause. The challenge must be based upon information that was not available to the Parties at the time the
Arbitrator was selected. A challenge for cause must be in writing and exchanged with opposing Parties, who may
respond within seven (7) days of service of the challenge. JAMS shall make the final determination as to such
challenge. Such determination shall take into account the materiality of the facts and any prejudice to the Parties.
That decision will be final.
(j) Where the Parties have agreed that a Party-appointed Arbitrator is to be non-neutral, that Party-appointed
Arbitrator is not obliged to withdraw if requested to do so only by the party who did not appoint that Arbitrator.
Rule 16. Preliminary Conference

At the request of any Party or at the direction of the Arbitrator, a Preliminary Conference shall be conducted with
the Parties or their counsel or representatives. The Preliminary Conference may address any or all of the following
subjects:
(a) The exchange of information in accordance with Rule 17 or otherwise;
(b) The schedule for discovery as permitted by the Rules, as agreed by the Parties or as required or authorized by
applicable law;
(c) The pleadings of the Parties and any agreement to clarify or narrow the issues or structure the Arbitration
Hearing;
(d) The scheduling of the Hearing and any pre-Hearing exchanges of information, exhibits, motions or briefs;
(e) The attendance of witnesses as contemplated by Rule 21;
(f) The scheduling of any dispositive motion pursuant to Rule 18;
(g) The premarking of exhibits, preparation of joint exhibit lists and the resolution of the admissibility of exhibits;
(h) The form of the Award; and
(i) Such other matters as may be suggested by the Parties or the Arbitrator.
The Preliminary Conference may be conducted telephonically and may be resumed from time to time as warranted.
Rule 17. Exchange of Information

(a) The Parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents
and other information (including electronically stored information ("ESI")) relevant to the dispute or claim
immediately after commencement of the Arbitration. They shall complete an initial exchange of all relevant, non-
privileged documents, including, without limitation, copies of all documents in their possession or control on which
they rely in support of their positions, names of individuals whom they may call as witnesses at the Arbitration

Hearing and names of all experts who may be called to testify at the Arbitration Hearing, together with each expert's
report, which may be introduced at the Arbitration Hearing, within twenty-one (21) calendar days after all pleadings
or notice of claims have been received. The Arbitrator may modify these obligations at the Preliminary Conference.
(b) Each Party may take at least one deposition of an opposing Party or an individual under the control of the
opposing Party. The Parties shall attempt to agree on the number, time, location, and duration of the deposition(s).
Absent agreement, the Arbitrator shall determine these issues, including whether to grant a request for additional
depositions, based upon the reasonable need for the requested information, the availability of other discovery and
the burdensomeness of the request on the opposing Parties and witness.
(c) As they become aware of new documents or information, including experts who may be called upon to testify, all
Parties continue to be obligated to provide relevant, non-privileged documents, to supplement their identification of
witnesses and experts and to honor any informal agreements or understandings between the Parties regarding
documents or information to be exchanged. Documents that were not previously exchanged, or witnesses and
experts that were not previously identified, may not be considered by the Arbitrator at the Hearing, unless agreed
by the Parties or upon a showing of good cause.
(d) The Parties shall promptly notify JAMS when a dispute exists regarding discovery issues. A conference shall be
arranged with the Arbitrator, either by telephone or in person, and the Arbitrator shall decide the dispute. With the
written consent of all Parties, and in accordance with an agreed written procedure, the Arbitrator may appoint a
special master to assist in resolving a discovery dispute.
Rule 18. Summary Disposition of a Claim or Issue

The Arbitrator may permit any Party to file a Motion for Summary Disposition of a particular claim or issue, either by
agreement of all interested Parties or at the request of one Party, provided other interested Parties have
reasonable notice to respond to the motion.
Rule 19. Scheduling and Location of Hearing

(a) The Arbitrator, after consulting with the Parties that have appeared, shall determine the date, time and location
of the Hearing. The Arbitrator and the Parties shall attempt to schedule consecutive Hearing days if more than one
day is necessary.
(b) If a Party has failed to participate in the Arbitration process, and the Arbitrator reasonably believes that the
Party will not participate in the Hearing, the Arbitrator may set the Hearing without consulting with that Party. The
non-participating Party shall be served with a Notice of Hearing at least thirty (30) calendar days prior to the
scheduled date, unless the law of the relevant jurisdiction allows for, or the Parties have agreed to, shorter notice.
(c) The Arbitrator, in order to hear a third-party witness, or for the convenience of the Parties or the witnesses, may
conduct the Hearing at any location. Any JAMS Resolution Center may be designated a Hearing location for
purposes of the issuance of a subpoena or subpoena duces tecum to a third-party witness.
Rule 20. Pre-Hearing Submissions

(a) Except as set forth in any scheduling order that may be adopted, at least fourteen (14) calendar days before
the Arbitration Hearing, the Parties shall file with JAMS and serve and exchange (1) a list of the witnesses they
intend to call, including any experts; (2) a short description of the anticipated testimony of each such witness and
an estimate of the length of the witness' direct testimony; and (3) a list of all exhibits intended to be used at the
Hearing. The Parties should exchange with each other copies of any such exhibits to the extent that they have not
been previously exchanged. The Parties should pre-mark exhibits and shall attempt to resolve any disputes
regarding the admissibility of exhibits prior to the Hearing.
(b) The Arbitrator may require that each Party submit a concise written statement of position, including summaries
of the facts and evidence a Party intends to present, discussion of the applicable law and the basis for the
requested Award or denial of relief sought. The statements, which may be in the form of a letter, shall be filed with
JAMS and served upon the other Parties at least seven (7) calendar days before the Hearing date. Rebuttal
statements or other pre-Hearing written submissions may be permitted or required at the discretion of the Arbitrator.
Rule 21. Securing Witnesses and Documents for the Arbitration Hearing

At the written request of a Party, all other Parties shall produce for the Arbitration Hearing all specified witnesses in
their employ or under their control without need of subpoena. The Arbitrator may issue subpoenas for the
attendance of witnesses or the production of documents either prior to or at the Hearing pursuant to this Rule or
Rule 19(c). The subpoena or subpoena duces tecum shall be issued in accordance with the applicable law. Pre-
issued subpoenas may be used in jurisdictions that permit them. In the event a Party or a subpoenaed person
objects to the production of a witness or other evidence, the Party or subpoenaed person may file an objection with
the Arbitrator, who shall promptly rule on the objection, weighing both the burden on the producing Party and
witness and the need of the proponent for the witness or other evidence.
Rule 22. The Arbitration Hearing

(a) The Arbitrator will ordinarily conduct the Arbitration Hearing in the manner set forth in these Rules. The
Arbitrator may vary these procedures if it is determined to be reasonable and appropriate to do so. It is expected
that the Employee will attend the Arbitration Hearing, as will any other individual party with information about a
significant issue.
(b) The Arbitrator shall determine the order of proof, which will generally be similar to that of a court trial.
(c) The Arbitrator shall require witnesses to testify under oath if requested by any Party, or otherwise at the
discretion of the Arbitrator.
(d) Strict conformity to the rules of evidence is not required, except that the Arbitrator shall apply applicable law
relating to privileges and work product. The Arbitrator shall consider evidence that he or she finds relevant and
material to the dispute, giving the evidence such weight as is appropriate. The Arbitrator may be guided in that
determination by principles contained in the Federal Rules of Evidence or any other applicable rules of evidence.
The Arbitrator may limit testimony to exclude evidence that would be immaterial or unduly repetitive, provided that
all Parties are afforded the opportunity to present material and relevant evidence.
(e) The Arbitrator shall receive and consider relevant deposition testimony recorded by transcript or videotape,
provided that the other Parties have had the opportunity to attend and cross-examine. The Arbitrator may in his or
her discretion consider witness affidavits or other recorded testimony even if the other Parties have not had the
opportunity to cross-examine, but will give that evidence only such weight as he or she deems appropriate.
(f) The Parties will not offer as evidence, and the Arbitrator shall neither admit into the record nor consider, prior
settlement offers by the Parties or statements or recommendations made by a mediator or other person in
connection with efforts to resolve the dispute being arbitrated, except to the extent that applicable law permits the
admission of such evidence.
(g) The Hearing, or any portion thereof, may be conducted telephonically or videographically with the agreement of
the Parties or at the discretion of the Arbitrator.
(h) When the Arbitrator determines that all relevant and material evidence and arguments have been presented,
and any interim or partial Awards have been issued, the Arbitrator shall declare the Hearing closed. The Arbitrator
may defer the closing of the Hearing until a date determined by the Arbitrator, to permit the Parties to submit post-
Hearing briefs, which may be in the form of a letter, and/or to make closing arguments. If post-Hearing briefs are to
be submitted, or closing arguments are to be made, the Hearing shall be deemed closed upon receipt by the
Arbitrator of such briefs or at the conclusion of such closing arguments, whichever is later.
(i) At any time before the Award is rendered, the Arbitrator may, sua sponte or on application of a Party for good
cause shown, reopen the Hearing. If the Hearing is reopened, the time to render the Award shall be calculated from
the date the reopened Hearing is declared closed by the Arbitrator.
(j) The Arbitrator may proceed with the Hearing in the absence of a Party that, after receiving notice of the Hearing
pursuant to Rule 19, fails to attend. The Arbitrator may not render an Award solely on the basis of the default or
absence of the Party, but shall require any Party seeking relief to submit such evidence as the Arbitrator may
require for the rendering of an Award. If the Arbitrator reasonably believes that a Party will not attend the Hearing,
the Arbitrator may schedule the Hearing as a telephonic Hearing and may receive the evidence necessary to
render an Award by affidavit. The notice of Hearing shall specify if it will be in person or telephonic.
(k) Any Party may arrange for a stenographic or other record to be made of the Hearing and shall inform the other
Parties in advance of the Hearing.

(i) The requesting Party shall bear the cost of such stenographic record. If all other Parties
agree to share the cost of the stenographic record, it shall be made available to the
Arbitrator and may be used in the proceeding.
(ii) If there is no agreement to share the cost, the stenographic record may not be provided
to the Arbitrator and may not be used in the proceeding, unless the Party arranging for the
stenographic record agrees to provide access to the stenographic record either at no
charge or on terms that are acceptable to the Parties and the reporting service.
(iii) If the Parties agree to the Optional Arbitration Appeal Procedure (see Rule 34), they
shall, if possible, ensure that a stenographic or other record is made of the Hearing.
(iv) The Parties may agree that the cost of the stenographic record shall or shall not be
allocated by the Arbitrator in the Award.
Rule 23. Waiver of Hearing

The Parties may agree to waive the oral Hearing and submit the dispute to the Arbitrator for an Award based on
written submissions and other evidence as the Parties may agree.
Rule 24. Awards

(a) The Arbitrator shall render a Final Award or a Partial Final Award within thirty (30) calendar days after the date
of the close of the Hearing, as defined in Rule 22(h) or (i), or, if a Hearing has been waived, within thirty (30)
calendar days after the receipt by the Arbitrator of all materials specified by the Parties, except (1) by the
agreement of the Parties; (2) upon good cause for an extension of time to render the Award; or (3) as provided in
Rule 22(i). The Arbitrator shall provide the Final Award or the Partial Final Award to JAMS for issuance in
accordance with this Rule.
(b) Where a panel of Arbitrators has heard the dispute, the decision and Award of a majority of the panel shall
constitute the Arbitration Award.
(c) In determining the merits of the dispute, the Arbitrator shall be guided by the rules of law agreed upon by the
Parties. In the absence of such agreement, the Arbitrator will be guided by the law or the rules of law that he or she
deems to be most appropriate. The Arbitrator may grant any remedy or relief that is just and equitable and within
the scope of the Parties' agreement, including, but not limited to, specific performance of a contract or any other
equitable or legal remedy.
(d) In addition to a Final Award or Partial Final Award, the Arbitrator may make other decisions, including interim or
partial rulings, orders and Awards.
(e) Interim Measures. The Arbitrator may grant whatever interim measures are deemed necessary, including
injunctive relief and measures for the protection or conservation of property and disposition of disposable goods.
Such interim measures may take the form of an interim or Partial Final Award, and the Arbitrator may require
security for the costs of such measures. Any recourse by a Party to a court for interim or provisional relief shall not
be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.
(f) The Award of the Arbitrator may allocate Arbitration fees and Arbitrator compensation and expenses, unless
such an allocation is expressly prohibited by the Parties' Agreement or by applicable law. (Such a prohibition may
not limit the power of the Arbitrator to allocate Arbitration fees and Arbitrator compensation and expenses pursuant
to Rule 31(c).)
(g) The Award of the Arbitrator may allocate attorneys' fees and expenses and interest (at such rate and from such
date as the Arbitrator may deem appropriate) if provided by the Parties' Agreement or allowed by applicable law.
When the Arbitrator is authorized to award attorneys' fees and must determine the reasonable amount of such fees,

he or she may consider whether the failure of a Party to cooperate reasonably in the discovery process and/or
comply with the Arbitrator's discovery orders caused delay to the proceeding or additional costs to the other
Parties.
(h) The Award shall consist of a written statement signed by the Arbitrator regarding the disposition of each claim
and the relief, if any, as to each claim. The Award shall also contain a concise written statement of the reasons for
the Award, stating the essential findings and conclusions on which the Award is based. The Parties may agree to
any other form of Award, unless the Arbitration is based on an arbitration agreement that is required as a condition
of employment.
(i) After the Award has been rendered, and provided the Parties have complied with Rule 31, the Award shall be
issued by serving copies on the Parties. Service may be made by U.S. mail. It need not be sent certified or
registered.
(j) Within seven (7) calendar days after service of a Partial Final Award or Final Award by JAMS, any Party may
serve upon the other Parties and on JAMS a request that the Arbitrator correct any computational, typographical or
other similar error in an Award (including the reallocation of fees pursuant to Rule 31 or on account of the effect of
an offer to allow judgment), or the Arbitrator may sua sponte propose to correct such errors in an Award. A Party
opposing such correction shall have seven (7) calendar days thereafter in which to file any objection. The Arbitrator
may make any necessary and appropriate corrections to the Award within twenty-one (21) calendar days of
receiving a request or fourteen (14) calendar days after his or her proposal to do so. The Arbitrator may extend the
time within which to make corrections upon good cause. The corrected Award shall be served upon the Parties in
the same manner as the Award.
(k) The Award is considered final, for purposes of either the Optional Arbitration Appeal Procedure pursuant to
Rule 34 or a judicial proceeding to enforce, modify or vacate the Award pursuant to Rule 25, fourteen (14) calendar
days after service is deemed effective if no request for a correction is made, or as of the effective date of service of
a corrected Award.
Rule 25. Enforcement of the Award

Proceedings to enforce, confirm, modify or vacate an Award will be controlled by and conducted in conformity with
the Federal Arbitration Act, 9 U.S.C. Sec 1, et seq., or applicable state law. The Parties to an Arbitration under
these Rules shall be deemed to have consented that judgment upon the Award may be entered in any court having
jurisdiction thereof.
Rule 26. Confidentiality and Privacy

(a) JAMS and the Arbitrator shall maintain the confidential nature of the Arbitration proceeding and the Award,
including the Hearing, except as necessary in connection with a judicial challenge to or enforcement of an Award, or
unless otherwise required by law or judicial decision.
(b) The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets or other
sensitive information.
(c) Subject to the discretion of the Arbitrator or agreement of the Parties, any person having a direct interest in the
Arbitration may attend the Arbitration Hearing. The Arbitrator may exclude any non-Party from any part of a
Hearing.
Rule 27. Waiver

(a) If a Party becomes aware of a violation of or failure to comply with these Rules and fails promptly to object in
writing, the objection will be deemed waived, unless the Arbitrator determines that waiver will cause substantial
injustice or hardship.
(b) If any Party becomes aware of information that could be the basis of a challenge for cause to the continued
service of the Arbitrator, such challenge must be made promptly, in writing, to the Arbitrator or JAMS. Failure to do
so shall constitute a waiver of any objection to continued service by the Arbitrator.
Rule 28. Settlement and Consent Award

(a) The Parties may agree, at any stage of the Arbitration process, to submit the case to JAMS for mediation. The
JAMS mediator assigned to the case may not be the Arbitrator or a member of the Appeal Panel, unless the Parties
so agree, pursuant to Rule 28(b).
(b) The Parties may agree to seek the assistance of the Arbitrator in reaching settlement. By their written
agreement to submit the matter to the Arbitrator for settlement assistance, the Parties will be deemed to have
agreed that the assistance of the Arbitrator in such settlement efforts will not disqualify the Arbitrator from
continuing to serve as Arbitrator if settlement is not reached; nor shall such assistance be argued to a reviewing
court as the basis for vacating or modifying an Award.
(c) If, at any stage of the Arbitration process, all Parties agree upon a settlement of the issues in dispute and
request the Arbitrator to embody the agreement in a Consent Award, the Arbitrator shall comply with such request,
unless the Arbitrator believes the terms of the agreement are illegal or undermine the integrity of the Arbitration
process. If the Arbitrator is concerned about the possible consequences of the proposed Consent Award, he or she
shall inform the Parties of that concern and may request additional specific information from the Parties regarding
the proposed Consent Award. The Arbitrator may refuse to enter the proposed Consent Award and may withdraw
from the case.
Rule 29. Sanctions

The Arbitrator may order appropriate sanctions for failure of a Party to comply with its obligations under any of
these Rules or with an order of the Arbitrator. These sanctions may include, but are not limited to, assessment of
Arbitration fees and Arbitrator compensation and expenses; any other costs occasioned by the actionable conduct,
including reasonable attorneys' fees; exclusion of certain evidence; drawing adverse inferences; or, in extreme
cases, determining an issue or issues submitted to Arbitration adversely to the Party that has failed to comply.
Rule 30. Disqualification of the Arbitrator as a Witness or Party and Exclusion of

Liability
(a) The Parties may not call the Arbitrator, the Case Manager or any other JAMS employee or agent as a witness or
as an expert in any pending or subsequent litigation or other proceeding involving the Parties and relating to the
dispute that is the subject of the Arbitration. The Arbitrator, Case Manager and other JAMS employees and agents
are also incompetent to testify as witnesses or experts in any such proceeding.
(b) The Parties shall defend and/or pay the cost (including any attorneys' fees) of defending the Arbitrator, Case
Manager and/or JAMS from any subpoenas from outside parties arising from the Arbitration.
(c) The Parties agree that neither the Arbitrator, nor the Case Manager, nor JAMS is a necessary Party in any
litigation or other proceeding relating to the Arbitration or the subject matter of the Arbitration, and neither the
Arbitrator, nor the Case Manager, nor JAMS, including its employees or agents, shall be liable to any Party for any
act or omission in connection with any Arbitration conducted under these Rules, including, but not limited to, any
disqualification of or recusal by the Arbitrator.
Rule 31. Fees

(a) Except as provided in paragraph (c) below, unless the Parties have agreed to a different allocation, each Party
shall pay its pro rata share of JAMS fees and expenses as set forth in the JAMS fee schedule in effect at the time of
the commencement of the Arbitration. To the extent possible, the allocation of such fees and expenses shall not be
disclosed to the Arbitrator. JAMS' agreement to render services is jointly with the Party and the attorney or other
representative of the Party in the Arbitration. The non-payment of fees may result in an administrative suspension
of the case in accordance with Rule 6(c).
(b) JAMS requires that the Parties deposit the fees and expenses for the Arbitration from time to time during the
course of the proceedings and prior to the Hearing. The Arbitrator may preclude a Party that has failed to deposit
its pro rata or agreed-upon share of the fees and expenses from offering evidence of any affirmative claim at the
Hearing.
(c) If an Arbitration is based on a clause or agreement that is required as a condition of employment, the only fee
that an employee may be required to pay is the initial JAMS Case Management Fee. JAMS does not preclude an
employee from contributing to administrative and Arbitrator fees and expenses. If an Arbitration is not based on a
clause or agreement that is required as a condition of employment, the Parties are jointly and severally liable for

the payment of JAMS Arbitration fees and Arbitrator compensation and expenses. In the event that one Party has
paid more than its share of such fees, compensation and expenses, the Arbitrator may award against any other
Party any such fees, compensation and expenses that such Party owes with respect to the Arbitration.
(d) Entities whose interests are not adverse with respect to the issues in dispute shall be treated as a single Party
for purposes of JAMS' assessment of fees. JAMS shall determine whether the interests between entities are
adverse for purpose of fees, considering such factors as whether the entities are represented by the same attorney
and whether the entities are presenting joint or separate positions at the Arbitration.
Rule 32. Bracketed (or High-Low) Arbitration Option

(a) At any time before the issuance of the Arbitration Award, the Parties may agree, in writing, on minimum and
maximum amounts of damages that may be awarded on each claim or on all claims in the aggregate. The Parties
shall promptly notify JAMS and provide to JAMS a copy of their written agreement setting forth the agreed-upon
minimum and maximum amounts.
(b) JAMS shall not inform the Arbitrator of the agreement to proceed with this option or of the agreed-upon minimum
and maximum levels without the consent of the Parties.
(c) The Arbitrator shall render the Award in accordance with Rule 24.
(d) In the event that the Award of the Arbitrator is between the agreed-upon minimum and maximum amounts, the
Award shall become final as is. In the event that the Award is below the agreed-upon minimum amount, the final
Award issued shall be corrected to reflect the agreed-upon minimum amount. In the event that the Award is above
the agreed-upon maximum amount, the final Award issued shall be corrected to reflect the agreed-upon maximum
amount.
Rule 33. Final Offer (or Baseball) Arbitration Option

(a) Upon agreement of the Parties to use the option set forth in this Rule, at least seven (7) calendar days before
the Arbitration Hearing, the Parties shall exchange and provide to JAMS written proposals for the amount of money
damages they would offer or demand, as applicable, and that they believe to be appropriate based on the standard
set forth in Rule 24(c). JAMS shall promptly provide copies of the Parties' proposals to the Arbitrator, unless the
Parties agree that they should not be provided to the Arbitrator. At any time prior to the close of the Arbitration
Hearing, the Parties may exchange revised written proposals or demands, which shall supersede all prior
proposals. The revised written proposals shall be provided to JAMS, which shall promptly provide them to the
Arbitrator, unless the Parties agree otherwise.
(b) If the Arbitrator has been informed of the written proposals, in rendering the Award, the Arbitrator shall choose
between the Parties' last proposals, selecting the proposal that the Arbitrator finds most reasonable and
appropriate in light of the standard set forth in Rule 24(c). This provision modifies Rule 24(h) in that no written
statement of reasons shall accompany the Award.
(c) If the Arbitrator has not been informed of the written proposals, the Arbitrator shall render the Award as if
pursuant to Rule 24, except that the Award shall thereafter be corrected to conform to the closest of the last
proposals and the closest of the last proposals will become the Award.
(d) Other than as provided herein, the provisions of Rule 24 shall be applicable.
Rule 34. Optional Arbitration Appeal Procedure

The Parties may agree at any time to the JAMS Optional Arbitration Appeal Procedure. All Parties must agree in
writing for such procedures to be effective. Once a Party has agreed to the Optional Arbitration Appeal Procedure,
it cannot unilaterally withdraw from it, unless it withdraws, pursuant to Rule 13, from the Arbitration.
Local Solutions. Global Reach. TM

JAMS successfully resolves business and legal disputes by providing efficient, cost-effective and impartial ways of
overcoming barriers at any stage of conflict. JAMS offers customized dispute resolution services locally and globally
through a combination of industry-specific experience, first-class client service, top-notch facilities and highly
trained panelists.

Employment Rules & Procedures
Complete List of Rules & Procedures ›
Employment Clauses ›
JAMS Employment Practice Group

Employment Practice Brochure (PDF) ›

EXHIBIT E
EMPLOYEE HANDBOOK
BEVERLY HILLS MONTEREY NASHVILLE NEW YORK
WWW.PARADIGMAGENCY.COM
Dear New Employee!
It is my pleasure to welcome you to Paradigm and wish you the best of luck in advancing your
career with us.
You are joining the fastest growing agency in the entertainment industry which has been
achieved with a “client first” philosophy. We commit ourselves to a work ethic that demands
meticulous attention to detail, teamwork and determination to achieve the goals and aspirations
of our clients. We encourage you to take tremendous pride in all the little things you do as well
as the big, so that everything is done with a sense of purpose and dignity.
The tradition you are joining goes all the way back to the halcyon days of Hollywood. Our
magnificent campus, which has been distinguished as an Historical Landmark, was built in 1932
by legendary moguls Lew Wasserman and Jules Stein as the headquarters for MCA, one of the
original ‘Major Agencies’ in the business. MCA was so dominant in its time that it actually
morphed into a major movie studio which you know today as Universal Studios.
You can feel the energy and excitement of old Hollywood meeting today’s cutting edge digital
world within our corridors, where history is being written for today’s stars on a daily basis.
You are joining a special team at a great time and I want you to know that your personal
contributions will directly impact the growth and success of Paradigm.
I look forward to meeting you personally and watching you take the necessary steps to create
your own success with us.
Welcome to the team!
Sam Gores
Chairman
INTRODUCTORY STATEMENT
This Employee Handbook is designed to acquaint you with PARADIGM (or the “Company”)
and provide you with information about our policies and procedures. The policies in this
Handbook are guidelines only and exceptions may be made when, as determined by the
Company, circumstances so require. The Company reserves the right to consider each case
separately and make unprecedented decisions as deemed appropriate. Therefore it is important
that you consult with the Human Resources Department before taking actions on any policy or
procedure.
No employee handbook can anticipate every circumstance or question about policy. As

PARADIGM continues to evolve, the need may arise and PARADIGM reserves the right to
revise, supplement or rescind any policies or portion of the handbook from time to time as it
deems appropriate, in its sole and absolute discretion, other than the “at will” nature of the
relationship. In the absence of a written employee contract, the only exemption to the
Company’s future revisions of the policies contained in this handbook is the employment-at-will
policy which permits you or PARADIGM to end the employment relationship for any reason and
at any time and the Arbitration provision which applies to both you and the Company.
Employees will, of course, be notified of such changes to the handbook as they occur. The
contents of this handbook except as expressly set forth above do not create an employment
contract of any kind.
If you should need clarification or further explanation of any policies and/or procedures, please
contact Human Resources with your questions or concerns.
Please read this handbook thoroughly and keep it for future reference and for filing any updates.
This handbook supersedes all previous agency policies and practices, both written and unwritten.
TABLE OF CONTENTS
GENERAL CONDITIONS OF EMPLOYMENT: 1

-Employment at Will
-Equal Employment Opportunity
-Immigration Law Compliance
-Policy Against Harassment and Discrimination
-Disability Accommodation
-Employment Categories
EMPLOYMENT POLICIES AND PRACTICES 5

-Business Ethics and Conduct
-Confidentiality of Information
-Work Schedules
-Timekeeping
-Meal and Rest Periods
-Overtime
-Attendance and Punctuality
-Paydays
-Pay Deductions
-Administrative Pay Corrections
-Personnel Data Changes
-Access to Personnel Files
-Open Door Policy and Complaint Procedure
-Conflicts of Interest
-Outside Employment
-Performance Evaluation
STANDARDS OF CONDUCT: 13
-Employee Conduct and Work Rules
-Workplace Violence Prevention
-Drug and Alcohol Abuse
-Personal Appearance
OPERATIONAL CONSIDERATIONS: 17
-Safety
-Use of Equipment
-Computers, Computer Files and Electronic Equipment
-Internet Usage/Unauthorized Use of Information Systems
-Workplace Monitoring
-Company Property
-Use of Phone and Mail Systems
-Cellular Phones and Similar Devices
-Smoking
-Business Travel and Expenses
-Visitors in Workplace
-Solicitation
-Life-Threatening Illnesses in Workplace
-Corporate Communication, Public Relations and Social Media
-Emergency Closings
EMPLOYEE BENEFITS: 26
-Holidays
-Vacation Time and Sick Leave for Non-Exempt Employees
-Professional Time Off for Exempt Employees
-Health Insurance
-Benefits Continuation (COBRA)
-Worker’s Compensation Insurance
-410(k) Savings Plan
-Family Medical Leave
-Pregnancy Disability Leave- California Employees
-Paid Family Leave
-Bereavement Leave
-Jury/Witness Duty
-Time Off to Vote
-Military Leave
-Military Spousal Leave
-Other Leaves of Absence
TERMINATION OF EMPLOYMENT: 37
-Return of Property
-Employment Reference Checks
-Arbitration of Disputes
ACKNOWLEDGEMENT OF RECEIPT OF EMPLOYEE HANDBOOK: 40

General Conditions of Employment
Employment At Will
In the absence of a written employment contract, neither the employee nor PARADIGM is
bound to continue the employment relationship if either chooses, at its will, to end the
relationship at any time. Therefore, either PARADIGM or the employee can terminate the
employment relationship at any time with or without cause or advance notice.
No officer, employee or representative of PARADIGM is authorized to enter into any oral

agreement inconsistent with the aforementioned. Any agreement contradictory with the
aforementioned must be expressly stated in a written document and signed by the employee and
the Executive Vice President of Business Affairs.
Equal Employment Opportunity

In order to provide equal employment and advancement opportunities to all individuals,
employment decisions are based on merit, qualifications and abilities. PARADIGM does not
discriminate in employment opportunities or practices on the basis of race, color, religion, sex
(gender), national origin, age, ancestry, disability, sexual orientation, mental or health status or
any other characteristic protected by law.
PARADIGM will make reasonable accommodations for qualified individuals with known
disabilities to enable employees to perform the essential functions of their position unless doing
so would result in an undue hardship for the company.
Any employee with questions or concerns about any type of discrimination in the workplace is
encouraged to bring these issues to the attention of his or her immediate supervisor, Human
Resources or the Chairman. Employees can raise concerns and make reports without fear of
reprisal. Anyone found to be engaging in any unlawful discrimination will be subject to
disciplinary action up to, and including, termination of employment. This policy governs all
aspects of employment, including but not limited to selection, job assignment, compensation,
discipline, termination and access to benefits and training.
Immigration Law Compliance

PARADIGM is committed to employing only United States citizens and aliens who are
authorized to work in the United States and does not unlawfully discriminate on the basis of
citizenship or national origin.
In compliance with the Immigration Reform and Control Act of 1986, each new employee, as a
condition of employment, must complete the Employment Eligibility Verification Form I-9 and
present documentation establishing identity and employment eligibility. Former employees who
are rehired must also complete the form if they have not completed an I-9 with PARADIGM
within the past three years or if their previous I-9 is no longer retained or valid.
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Employees with questions or seeking more information on immigration law issues are
encouraged to contact Human Resources. Employees may raise questions or complaints about
immigration law compliance without fear of reprisal.
Policy Against Harassment and Discrimination

PARADIGM will not tolerate any form of employee harassment or discrimination, either verbal
or physical, based on race, color, religion, sex, sexual orientation, gender, national origin, age,
disability, medical condition, marital status or any other category protected by law. It is the
intent of the Company that all employees will work in an environment that is free from
harassment and discrimination by another employee, supervisor, manager or any other member
of the Company or its vendors, suppliers or clients.
It is a specific policy of PARADIGM to provide a work environment which is free of sexual

harassment. Sexual harassment includes but is not limited to unwelcome sexual advances,
requests for sexual favors and other verbal or physical conduct of a sexual nature when:
• Submission to such conduct is made either explicitly or implicitly a term or condition

of an individual’s employment;
• Submission to or rejection of such conduct by an individual is used as the basis of

employment decisions affecting such individual; or
• Such conduct has the purpose or effect of unreasonably interfering with an

individual’s work performance or creating an intimidating, hostile or offensive work
environment.
Should an employee be found to have exhibited harassing behavior, disciplinary actions up to,
and including, discharge will occur. Examples of such harassing behavior include, but are not
limited to:
• Verbal abuse of a sexual nature, sexually related comments and joking, graphic or
degrading comments about an employee’s appearance
• Any physical contact or touching or physical interference with normal work or

movement when directed at any individual
• Verbal harassment regarding an individual’s race, sex, color, national origin, religion,
sexual orientation, or age, or any other category protected by applicable laws, such as,
but not limited to, epithets, derogatory comments or slurs, profanity, gestures, racial
jokes or forms of address
• Visual forms of harassment such as derogatory posters, sexually oriented cartoons,

pictures, drawings or the display of sexually suggestive objects or pictures in the
workplace
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• Undesirable work assignments due to race, color, sex, national origin, age, religion,
etc.
• The use of sexual behavior to implicitly threaten, coerce, influence or affect the
employment, job status, salary or performance of another employee
• Offering employment benefits in exchange for sexual favors
• Unwanted sexual advances
Any employee who wants to report an incident of sexual or other unlawful harassment or
discrimination by an employee or third party should promptly report to his or her immediate
supervisor. If the employee’s supervisor is unavailable or the employee believes it would be
inappropriate to contact that person, the employee should immediately contact Human Resources
or the Chairman of the Company. Employees are assured that they will not be retaliated against
for bringing any incident of harassment to the attention of PARADIGM.
Any supervisor or manager who becomes aware of possible sexual or other unlawful harassment
should promptly advise Human Resources.
Complaints will be investigated promptly and will be kept as confidential as possible. When the
investigation is completed, employees will be informed of the outcome. Appropriate disciplinary
action, ranging from verbal or written warning up to, and including, discharge will be taken,
depending upon the circumstances, against any employee found to have engaged in such
unlawful harassing or discriminatory conduct.
Disability Accommodation
PARADIGM is committed to ensuring equal opportunity in employment for qualified persons
with disabilities pursuant to all federal, state and local laws. All employment practices and
activities are conducted on a non-discriminatory basis.
Hiring procedures have been reviewed and provide persons with disabilities meaningful
employment opportunities. Pre-employment inquiries are made only regarding an applicant’s
ability to perform the essential duties of the position.
Reasonable accommodation is available to all disabled employees to enable employees to

perform the essential functions of their position.
Qualified individuals with disabilities are entitled to equal pay and other forms of compensation
(or changes in compensation) as well as in job assignments, classifications, organizational
structures, position descriptions and lines of progression. Leave of all types will be available to
all employees on an equal basis.
PARADIGM is also committed to not discriminating against any qualified employees or

applicants because they are related to or associated with a person with a disability.
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This policy is neither exhaustive nor exclusive. PARADIGM is committed to taking all other
actions necessary to ensure equal employment opportunity for persons with disabilities in
accordance with all applicable federal, state and local laws.
Employment Categories
It is the intent of PARADIGM to clarify the definitions of employment classifications so that
employees understand their employment status and benefit eligibility. These classifications do
not guarantee employment for any specified period of time and are not intended to alter the “at-
will” nature of the employment relationship. Accordingly, in the absence of a written
employment contract signed by both the employee and the EVP of Business Affairs, the right to
terminate the employment relationship at will at any time, with or without cause, is retained by
both the employee and the Company.
Each employee is designated as either NON-EXEMPT or EXEMPT from federal and state wage
and hour laws. Non-exempt employees are entitled to overtime pay under the specific provisions
of federal and state laws. Exempt employees are excluded from specific provisions of federal
and state wage and hour laws. An employee’s exempt or non-exempt classification may be
changed only upon written notification by PARADIGM management.
In addition to the above categories, each employee will belong to one other employment
category:
REGULAR FULL-TIME employees are those who are regularly scheduled to work 40 hours or
more per week for a period of indefinite duration. Generally, they are eligible for PARADIGM’s
benefit package, subject to the terms, conditions and limitations of each benefit program.
PART-TIME employees are those who are not regularly scheduled to work a full-time schedule
and/or regularly work less than 30 hours per week. While they do receive all legally mandated
benefits (such as Social Security and workers’ compensation insurance), they are ineligible for
all of PARADIGM’s other benefit programs, except as expressly provided herein.
TEMPORARY employees are those who are hired as interim replacements, to temporarily
supplement the work force, or to assist in the completion of a specific project. Employment
assignments in this category are of a limited duration. Employment beyond any initially stated
period does not in any way imply a change in employment status. Temporary employees retain
that status unless and until notified of a change. Only those legally mandated benefits will be
provided to temporary employees.
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Employment Policies and Practices
Business Ethics and Conduct

The successful business operation and reputation of PARADIGM are built upon the principles of
fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence
requires careful observance of the spirit and letter of all applicable laws and regulations, as well
as a scrupulous regard for the highest standards of conduct and personal integrity.
The continued success of the Company is dependent upon our clients’ trust and we are dedicated
to preserving that trust. Employees owe a duty to PARADIGM, its clients and business
relationships to act in a way that will merit the continued trust and confidence of the
entertainment community.
PARADIGM will comply with all applicable laws and regulations and expects its agents, officers
and employees to conduct business in accordance with the letter, spirit and intent of all relevant
laws and to refrain from any illegal, dishonest or unethical conduct.
In general, the use of good judgment, based on high ethical principles, will guide employees with
respect to lines of acceptable conduct. If a situation arises where it is difficult to determine the
proper course of action, the matter should be discussed openly with your immediate supervisor
and Human Resources for advice and consultation.
Compliance with this policy of business ethics and conduct is the responsibility of every
employee. Disregarding or failing to comply with the standard of business ethics and conduct
could lead to disciplinary action up to, and including, termination of employment.
Confidentiality of Information
All employees must maintain the highest degree of confidentiality when handling client affairs.
In order to maintain this professional confidence, no employee shall disclose client information
to outsiders, including the client’s own employees or contractors, other clients, third parties or
the employee’s own family. All inquiries from outside parties regarding any type of information
concerning the affairs or business information of PARADIGM or its clients should be directed to
Corporate Communications or the Chairman.
Employees will have access to, acquire and become acquainted with trade secrets, confidential
information and property relating to the Company and its clients’ businesses. All information
obtained in the course of employment is to be used for conducting Company business only.
Never discuss or disclose such trade secrets, confidential information or property, either directly
or indirectly, with or in the presences of persons outside the Company, either during employment
or any time thereafter, except as required when performing Company business. Information in
any form, including but not limited to documents, e-mails, videos, lists, computer print-outs and
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disks, studies, reports, drafts, pictures, charts, maps, drawings, programs, equipment, blueprints,
vendor lists, customer lists, compensation data, customer preferences, client billing information,
all financial reports, customer products, customer services, marketing concepts, all payroll
information, records, files and other material pertinent to PARADIGM or its customers, may not
be removed from the facilities without the advance permission of management. All such
information should be returned upon termination of employment and this policy of non-
disclosure of confidential information shall survive termination of employment.
The protection of confidential business information and trade secrets is vital to the interests and
the success of PARADIGM. Such confidential information includes, but is not limited to the
following examples:
• client lists
• client information
• compensation data
• computer processes
• computer programs and codes
• financial information
• labor relations strategies
• new materials research
• pending projects and proposals
All employees are required to sign a confidentiality agreement as a condition of employment.

Employees who improperly use or disclose trade secrets or confidential business information will
be subject to disciplinary action up to, and including, termination of employment and legal action
even if they do not actually benefit from the disclosed information.
Work Schedules
Work schedules for employees may vary throughout the organization. Supervisors will advise
employees of their individual work schedules. Staffing needs and operational demands may
necessitate variations in starting and ending times, as well as variations in the total hours that
may be scheduled each day and week.
The regular office hours are as follows: Monday through Friday 9:30 a.m. – 7:00 p.m.
Timekeeping
Accurately recording time worked is the responsibility of every non-exempt employee regardless
of hours worked. Federal and state laws require PARADIGM to keep an accurate record of time
worked in order to calculate employee pay and benefits. “Time worked” is all the time actually
spent on the job performing assigned duties.
Non-exempt employees should accurately record the time they begin and end their work, as well
as the beginning and ending time of each meal period via the Company’s electronic timesheet
system EZLabor. Employees should also record the beginning and ending time of any split shift
or departure from work for personal reasons.
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Altering, falsifying and tampering with time records or recording time on another employee’s
time record may result in disciplinary action up to, and including, termination of employment.
It is the employee’s responsibility to certify the accuracy of all time recorded. The supervisor
will review the time record before submitting it for payroll processing. In addition, if corrections
or modifications are made to the time record, both the employee and the supervisor must verify
the accuracy of the changes to the time record.
Meal and Rest Periods

All non-exempt employees are provided with one unpaid meal period of 90 minutes in length
each workday. Non-exempt employees who work more than 10 hours in one day shall receive a
second 30-minute meal break, unless (a) the employee works 12 or fewer hours, (b) the
employee agrees with the employer to waive the second meal period and (c) the first meal period
has not been waived by the employee. Management will schedule meal periods to accommodate
operating requirements. Employees will be relieved of all active responsibilities and restrictions
during meal periods and will not be compensated for that time.
Meal periods for non-exempt employees will generally start at 1:00 pm each workday. Any
deviation from this schedule must be reported to Human Resources in advance.
When management approves a short work day, assistants may not forgo a lunch break to further
reduce the work schedule that day. No one may work a shift more than 6 hours without taking
the requisite meal period.
When needing to take a break from scheduled assignments, make sure that workloads,
specifically the telephone, are adequately covered to ensure that our clients and business contacts
are promptly and professionally serviced.
Non-exempt employees are also entitled to two paid 10 minute breaks: one during each four-hour
work period. Breaks are not regularly scheduled so use professional discretion when leaving the
work area for a break and make sure your immediate supervisor is made aware. If you are
unable to take your break please notify your supervisor immediately.
Overtime
When operating requirements or other needs cannot be met during regular working hours, non-
exempt employees may be given the opportunity to request overtime work assignments. The
Company may also require employees to work overtime as necessary. Overtime assignments
will be distributed as equitably as practical to all employees to perform the required work.
Overtime work must be approved by both an employee’s supervisor and a designated

Department official before it is performed. Employees who submit unauthorized overtime on
their timesheets will be paid accordingly, but will be subject to discipline for failure to comply
with Paradigm’s Overtime Approval policy.
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Overtime will only be requested and/or allowed on those rare business occasions where there is a
pressing and timely need. Employees are encouraged to plan their day to avoid last minute tasks
that should be completed within standard business hours.
Attendance at various entertainment screenings, performances and other industry-related events

or personal research conducted on industry topics is considered voluntary and done at the
discretion of the individual on his/her own time unless otherwise specifically mandated by a
written request of a designated Company official.
Overtime compensation is paid to all non-exempt employees in accordance with each state’s
federal and state wage and hour restrictions. Overtime pay is based on actual hours worked.
Time off during sick leave, vacation leave or any leave of absence will not be considered hours
worked for purposes of calculating hours worked for overtime purposes.
Failure to work scheduled overtime or overtime worked without prior authorization from a
Department Head may result in disciplinary action up to, and including, possible termination.
Attendance and Punctuality

To maintain a safe and productive work environment, PARADIGM expects employees to be
reliable and to be punctual in reporting for scheduled work. Absenteeism and tardiness place a
burden on other employees and on the Company. In the rare instances when employees cannot
avoid being late to work or are unable to work as scheduled, they should notify their supervisor
and Human Resources as soon as possible in advance of the anticipated tardiness or absence.
Poor attendance and excessive tardiness that is disruptive (and that is not subject to protected
leaves of absence) may lead to disciplinary action up to, and including, termination. Any
employee returning from an illness/injury of more than 3 consecutive business days may be
asked to provide documentation allowing the return to work.
An employee who is absent for 3 consecutive days without contacting his or her supervisor or
Human Resources, may be considered to have abandoned the position and to have voluntarily
terminated employment.
Paydays
Paydays are the 15th and the last day of each month, or the previous workday if those dates fall
on a holiday or weekend. Each paycheck will include earnings for all work regularly scheduled
through the end of the current payroll period.
All overtime due for the current pay week will be paid in the next payroll period.
Pay Deductions
The law requires that PARADIGM make certain deductions from every employee’s
compensation. Among these are applicable federal, state and if applicable, local income taxes.
The Company also must deduct Social Security taxes on each employee’s earnings up to a
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specified limit that is called the Social Security “wage base.” The Company matches the amount
of Social Security taxes paid by each employee. Each state legislates its own applicable
unemployment wage base. Contact Human Resources for unemployment wage base amounts.
PARADIGM offers programs and benefits beyond those required by law. Eligible employees
may voluntarily authorize deductions from their paychecks to cover the costs of participation in
these programs such as insurance and 401(k) plans.
If you have questions concerning why deductions were made from your paycheck or how they
were calculated, Human Resources can assist in answering your questions.
Administrative Pay Corrections

PARADIGM takes all reasonable steps to ensure that employees receive the correct amount of
pay in each paycheck and that employees are paid promptly on the scheduled payday.
In the unlikely event that there is an error in the amount of pay, the employee should promptly
bring the discrepancy to the attention of Human Resources or the CFO so that corrections can be
addressed as quickly as possible.
Personnel Data Changes

It is the responsibility of each employee to promptly notify the Company of any changes in
personnel data. Personal mailing addresses, telephone numbers, number and names of
dependents, emergency contacts and other such information should be accurate and current at all
times. If any personnel data has changed, notify Human Resources.
Access to Personnel Files

PARADIGM maintains a personnel file on each employee in the Beverly Hills office. Personnel
files may include such information as employee job applications, resumes, records of training,
documentation of performance appraisals, salary increases and other employment records.
Personnel files are Company property and access to the information they contain is restricted and
confidential. Generally, only supervisors and management personnel who have a legitimate
reason to review information are allowed to do so. However, with reasonable advance notice,
employees are permitted to review their own files.
Employees who wish to review their own file should contact Human Resources. With
reasonable advance notice, employees may review their own personnel files in PARADIGM’s
offices and in the presence of Human Resources or in the case of our other offices, an individual
appointed by the Company to make these files available via our established interoffice pouch.
Employees may also request a copy of any employment-related documents they have signed.
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Open Door Policy and Complaint Procedure
PARADIGM believes that the work conditions, wages and benefits offered to its employees are
as competitive as possible with those offered by other employers in the area and industry. If
employees have concerns about work conditions or compensation, they are encouraged to voice
these concerns openly and directly to their supervisor, Human Resources or the Chairman.
Experience has shown that when employees deal openly and directly with their supervisor or
management, the work environment can be excellent, communications can be clear and attitudes
can be positive. We believe that PARADIGM amply demonstrates its commitment to employees
by responding effectively to employee concerns.
Employees are also encouraged to share ideas, suggestions, seek information, offer feedback and
resolve issues through a supervisor, Department Head or Human Resources. We continuously
strive to improve your working experience and welcome input.
PARADIGM is committed to providing an environment free of discrimination and harassment.

For this reason, the Company established a complaint procedure to execute prompt and fair
resolution to any grievance brought forth by an employee. There will be no retaliation against
anyone, who in good faith, presents a complaint or participates in an investigation.
Any associate of PARADIGM who believes he or she has been subject to any form of
discrimination, including the policy against job-related harassment based upon national origin,
sex, race, religion, disability, age, marital status, sexual orientation or another category protected
by state or federal laws should report the alleged violation immediately to a supervisor or Human
Resources. This also applies to an employee who believes he or she has been subject to
harassment or discrimination by a third-party vendor or client.
The complaint will be kept confidential to the maximum extent possible. Upon a prompt and
thorough investigation, appropriate action will be taken. If PARADIGM determines that an
employee is guilty of harassment or discrimination appropriate disciplinary action will be taken
up to, and including, termination of employment. Alternatively, if the investigation indicates
that an employee willfully and intentionally made a false accusation, he or she will be subject to
disciplinary action up to, and including, termination.
Conflicts of Interest
Employees have an obligation to conduct business within guidelines that prohibit actual or
potential conflicts of interest. This policy establishes only the framework within which
PARADIGM wishes the business to operate. The purpose of these guidelines is to provide
general direction so that employees can seek further clarification on issues related to the subject
of acceptable standards of operation.
Transactions with outside firms must be conducted within a framework established and
controlled by management. Business dealings with outside firms should not result in unusual
gains for those firms. Unusual gain refers to bribes, product bonuses, special fringe benefits,
unusual price breaks and other windfalls designed to ultimately benefit the outside firm, the
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employee or both. Promotional plans that could be interpreted to involve unusual gain require
specific management approval.
An actual or potential conflict of interest occurs when an employee is in a position to influence a

decision that may result in a personal gain for that employee, for a relative or outside firm or
company in which the employee has a financial interest, as a result of PARADIGM’s business
dealings. For the purpose of this policy, a relative is any person who is related by blood or
marriage, including domestic partners or those whose relationship with the employee is similar to
that of persons who are related by blood or marriage.
If employees believe an actual or potential conflict of interest exists concerning transactions

involving purchases, contracts or leases, it is imperative that they disclose to Human Resources
as soon as possible the existence of any actual or potential conflict of interest so that safeguards
can be established to protect all parties.
Examples of conflict of interest situations may include, but are not limited to, (a) disclosing or
utilizing confidential customer or Company information or trade secrets, (b) soliciting or
diverting business, customers or employees away from PARADIGM or (c) simultaneous
employment by a supplier, competitor or contractor of the Company while also working for
PARADIGM. Such situations must be disclosed immediately to Human Resources. If any
questions arise regarding a potential conflict, the employee should promptly discuss the matter
with Human Resources or the Chairman.
Personal gain may result not only in cases where an employee or relative has a significant
ownership in a firm with which PARADIGM does business, but also when an employee or
relative receives any kickback, bribe, substantial gift or special consideration as a result of any
transaction or business dealings involving PARADIGM.
Neither PARADIGM nor its employees may go into business to compete with clients, especially
using any information supplied to the Company by the client. Neither PARADIGM nor its
employees can share any clients’ confidential information with any other clients, prospects,
suppliers, contractors, the press or anyone else; nor may PARADIGM or its employees use
inside information for personal gain, including but not limited to the purchase or sale of the
assets or stock shares of our clients and suppliers.
Employees found to be violating this policy will be subject to disciplinary action up to, and
including, termination as well as the imposition of all available legal and equitable remedies.
Outside Employment
Subject to the conflict of interest requirements set forth above, an employee may hold a job with
another organization as long as he or she satisfactorily performs his or her responsibilities for
PARADIGM. All employees will be judged by the same performance standards and will be
subject to the Company’s scheduling demands, regardless of any existing outside work
requirements.
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If the Company determines that an employee’s outside work interferes with performance or the
ability to meet the Company’s requirements as they are modified from time to time, the
employee may be asked to terminate the outside employment if he or she wishes to remain with
the Company. In the event an outside job interferes with an employee’s performance at
PARADIGM or creates an actual or potential conflict of interest, the employee may be subject to
dismissal.
Performance Evaluation
Supervisors and employees are strongly encouraged to discuss job performance and goals on an
informal day-to-day basis. Informal performance evaluations may be conducted to provide both
supervisors and employees the opportunity to discuss job tasks, identify and correct weaknesses,
encourage and recognize strengths and discuss positive, purposeful approaches for meeting
goals. Nothing contained in such evaluation is to be construed as a guarantee of continued
employment or to alter the “at-will” nature of the employment relationship.
The performance of all employees is generally evaluated according to an ongoing 12-month

cycle.
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Standards of Conduct
Conduct
Employee Conduct and Work Rules
To ensure orderly operations and provide the best possible work environment, PARADIGM
expects employees to follow rules of conduct that will protect the interests and safety of all
employees and the organization.
It is not possible to list all the forms of behavior that are considered unacceptable in the
workplace. The following are examples of infractions of rules of conduct that may result in
disciplinary action up to, and including, immediate termination of employment:
• Theft or inappropriate removal or possession of property
• Falsification of timekeeping records
• Working under the influence of alcohol or illegal drugs
• Possession, distribution, sale, transfer or use of alcohol or illegal drugs in the

workplace, while on duty or while operating employer-owned vehicles or equipment
• Fighting or threatening violence in the workplace
• Boisterous or disruptive activity in the workplace
• Negligence or improper conduct leading to damage of employer-owned or client-

owned property
• Insubordination or other disrespectful conduct
• Violation of safety or health rules
• Smoking in prohibited areas
• Unlawful or unwelcome harassment or discrimination of any kind
• Possession of dangerous or unauthorized materials, such as explosives or firearms, in

the workplace
• Excessive unexcused absenteeism or any absences without notice, to the extent not
protected by law
• Unauthorized use of telephones, mail system or other employer-owned equipment
• Unauthorized disclosure of trade secrets or confidential information
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• Violation of personnel policies, including but not limited to the policies contained in
this Employee Handbook
• Unsatisfactory performance or conduct
• Conduct which brings the Company’s reputation into disrepute or otherwise damages
its image of honesty or integrity
• Intentionally providing any false information to a supervisor, member of management

or Human Resources
• Accepting other employment while employed by the Company that presents a conflict
of interest or otherwise interferes with the employee’s ability to adequately perform
his or her job
Nothing in this policy is intended to create an expectation for progressive discipline nor alter the
fact that employment with PARADIGM is at the mutual consent of the Company and the
employee, and in the absence of a written employment contract, either party may terminate that
relationship at any time, with or without cause, and with or without advance notice or prior
warnings.
Workplace Violence Prevention

PARADIGM is committed to preventing workplace violence and to maintaining a safe work
environment. The Company has adopted the following guidelines to deal with intimidation,
harassment or other violence, or threats thereof that may occur during business hours or on its
premises.
All employees, including supervisors and temporary employees, should be treated with courtesy
and respect at all times. Employees are expected to refrain from fighting, “horseplay,” or other
conduct that may be dangerous to others. Firearms, weapons and other dangerous hazardous
devices or substances are prohibited from the premises or PARADIGM.
Conduct that threatens, intimidates or coerces another employee, a client or a member of the
public at any time, including off-duty periods, will not be tolerated. This prohibition includes all
acts of discrimination and harassment, including harassment that is based on an individual’s sex,
race, age or any characteristic protected by federal, state or local law.
All violence, or threats thereof, both direct and indirect, should be reported as soon as possible to
Human Resources, your immediate supervisor or any other member of management. This
includes threats by employees, as well as threats by clients, vendors, solicitors or other members
of the public. When reporting a threat of violence, you should be as specific and detailed as
possible.
All suspicious individuals or activities should also be reported as soon as possible to Human
Resources, a supervisor or any other member of management. Do not place yourself in peril. If
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you see or hear a commotion or disturbance near your work station, do not try to intercede or see
what is happening.
PARADIGM will promptly and thoroughly investigate all reports of violence, or threats thereof,
and of suspicious individuals or activities. Employees can make such reports without fear of
reprisal. The identity of the individual making a report will be protected as much as is practical.
In order to maintain workplace safety and the integrity of the investigation, the Company may
suspend employees, either with or without pay, pending investigation.
Anyone determined to be responsible for violence, or threats thereof or other conduct that is in
violation of these guidelines will be subject to prompt disciplinary action up to, and including,
termination of employment.
PARADIGM encourages employees to bring their disputes or differences with other employees
to the attention of their supervisors or Human Resources before the situation escalates into
potential violence. The Company is eager to assist in the resolution of employee disputes and
will not discipline or retaliate against employees for raising such concerns.
Drug and Alcohol Abuse

It is PARADIGM’s desire to provide a drug-free, healthful and safe workplace. To promote this
goal, employees are required to report to work in appropriate mental and physical condition to
perform their jobs in a satisfactory manner. The unlawful manufacture, possession, use, sale or
distribution or being under the influence of drugs, controlled substances or alcohol in the
workplace or while engaged in Company business on or off the premises is strictly prohibited.
Any employee who violates this policy and/or whose work performance or behavior is adversely
affected by the use of drugs or alcohol will be subject to disciplinary action up to, and including,
immediate termination of employment. In addition, any employee convicted under a criminal
drug statute for a violation occurring in the workplace or during any PARADIGM event will be
deemed to have violated this guideline and will be subject to disciplinary action up to, and
including, immediate termination.
1. Illegal Drugs. Employees are strictly prohibited from engaging in the unlawful sale, use,
distribution, manufacture, possession or transportation of narcotics, illegal drugs or
controlled substances while at the workplace, while conducting Company business or at a
Company event. Employees are also prohibited from being under the influence of any
narcotic, illegal drug or controlled substance at the workplace, while conducting
Company business or at a Company event.
2. Alcohol. Alcohol may not be consumed on Company property and the use of alcohol
during working hours or while conducting Company business is prohibited, with the
exception of PARADIGM sponsored social functions in which alcohol is served.
Reporting to work under the influence of alcohol also is prohibited.
3. Drug Testing. If the Company has reasonable suspicion to suspect any employee of
being under the influence of alcohol or illegal drugs while on duty or prior to going on
duty, that employee may be asked to submit to a urinalysis, which will be conducted at a
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Company-designated medical facility at PARADIGM’s expense. Reasonable suspicion
includes suspicion that is based on specific observation such as of the employee’s
manner, disposition, muscular movement, appearance, behavior, speech or breath odor,
information provided to management by an employee, law enforcement officials, a
security service or other individuals believed to be reliable. Such examination and/or
tests, when requested, will be a condition of employment. Additionally, employees that
occupy safety-sensitive positions or are involved, either directly or indirectly, in an
accident while performing Company business may be subject to drug testing pursuant to
applicable law. If an employee refuses to submit to the requested examination or test, the
employee will be subject to discipline up to, and including, termination of employment.
Disclosures made to PARADIGM concerning use of legal drugs or participation in any drug or
alcohol counseling or rehabilitation program will be treated with confidentiality.
Employees with questions on this policy or issues related to drug and alcohol use in the
workplace should raise their concerns with their supervisor or Human Resources without fear of
reprisal.
Personal Appearance
Dress, grooming and personal cleanliness standards contribute to employee morale and affect the
business image that PARADIGM presents to clients and visitors.
During business hours, employees are expected to present a clean and neat appearance.
Employees who appear for work inappropriately dressed will be sent home and directed to return
to work in proper attire. Under such circumstances, employees will not be compensated for the
time away from work.
Standard business attire is expected each Monday through Thursday. For men, that includes
suits, sports coats, dress shirts, and ties. For women, that includes dresses, skirts, slacks and
other suitable business attire.
Friday has been designated as a Business Casual day. Business Casual dress offers a welcome
alternative to the formality of typical business attire. Other days, such as certain holidays or days
preceding holidays, may be designated as Business Casual days with prior notification from
Human Resources.
Business Casual wear means clean, neat, professional clothing. Blouses and collared button
down shirts are acceptable. Polo shirts and t-shirts are not acceptable. Ties are not required for
men on Fridays. Casual pants, skirts and dresses are allowed on Fridays, but neither jeans nor
leggings will be permitted. All footwear should be professional and closed-toed. Sneakers and
flip-flops will not be allowed.
The following items are never acceptable at Paradigm: jeans, athletic wear, spandex, visible
undergarments, midriff length tops, flip flops, facial piercings and casual attire.
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Operational Considerations
Safety
PARADIGM maintains a workplace safety awareness program. Human Resources is responsible
for implementing, monitoring and evaluating the safety program. Its success depends on the
alertness and personal commitment of all.
The Company will provide information to employees about workplace safety and health issues
through bulletin board postings, e-mails, memos or other written communications. Those with
ideas, concerns or suggestions for improved safety in the workplace are encouraged to raise them
with their supervisor or bring them to the attention of Human Resources. Reports and concerns
about workplace safety issues may be made anonymously if the employee wishes. All reports
can be made without fear of reprisal.
Each employee is expected to obey safety rules and to exercise caution in all work activities.
Employees must immediately report any unsafe condition to Human Resources. Employees who
violate safety standards, who cause hazardous or dangerous situations, or who fail to report, or
where appropriate, remedy such situations may be subject to disciplinary action up to, and
including, termination of employment.
In the case of accidents that result in injury, regardless of how insignificant the injury may
appear, employees should immediately notify Human Resources or the appropriate supervisor.
Such reports are necessary to comply with laws and initiate insurance and workers’
compensation procedures.
Use of Equipment
Equipment essential in accomplishing job duties is often expensive and may be difficult to
replace. When using Company property, employees are expected to exercise care, perform
required maintenance, and follow all operating instructions, safety standards and guidelines.
Please notify the Chief Administrative Officer if any equipment, machines or tools appear to be
damaged, defective or in need of repair. Prompt reporting of damages, defects and the need for
repairs could prevent deterioration of equipment and possible injury to employees or others. The
CAO can answer any questions about an employee’s responsibility for maintenance and care of
equipment used on the job.
The improper, careless, negligent, destructive or unsafe use or operation of equipment can result
in disciplinary action up to, and including, termination of employment.
Computers, Computer Files and Electronic Equipment

PARADIGM provides computers, laptops, telephones, computer files, voice mail, e-mail system,
DSL/broadband lines and other business equipment (collectively referred to herein as
“Information Systems”) to assist employees in performing their job duties more quickly and
efficiently and such Information Systems are for business use only. These Information Systems,
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including all data files and applications, are the property of PARADIGM. All materials and
information created, transmitted or stored on or through these Information Systems are Company
property and may be accessed by authorized personnel at any time. Users should not have any
expectation of privacy with respect to such Information Systems. Any unauthorized access or
use of the Company’s Information Systems is strictly prohibited.
Remote external access to any PARADIGM email or Information Systems via smartphone or
personal computer is only provided to designated exempt employees.
Access to the Company’s Information Systems is only granted to non-exempt employees on

Company-provided machines during the course of normal business hours. Non-exempt
employees are prohibited from connecting their personal smartphone or computer to the
Company’s servers.
All system passwords and security codes are Company property and must be available to the
Company. Employees may not use passwords and security codes that are unknown to the
Company. PARADIGM reserves the right to assign and/or change passwords and personal
codes for voice mail, e-mail and computers. No employee shall use the passwords or codes of
another employee in order to gain access to that employee’s e-mail or voice mail
communications unless first authorized to do so by that employee.
Employees are prohibited from using Company information and Information Systems in any way
that may be disruptive, embarrassing or offensive to others, including, but not limited to, the
transmission of sexually explicit messages or cartoons, ethnic or racial slurs or anything that may
be construed as harassment or disparagement of others. PARADIGM’s Policy Against Sexual
and Other Unlawful Harassment/Discrimination applies to all use of Information Systems,
including e-mail and internet usage. E-mail may not be used to solicit others for commercial
ventures, religious or political causes, outside organizations or other non-business matters.
To ensure that the Company’s Information Systems, including electronic and telephone
communication systems and business equipment, are being used properly and in compliance with
this policy, the Company may, with or without notice, periodically access, display, copy or listen
to any messages or communications sent, received, created or stored through or in its systems, in
accordance with applicable law.
All computer software should be installed by PARADIGM. The Company purchases and
licenses the use of various computer software for business purposes and does not own the
copyright to this software or its related documentation. Unless authorized by the software
developer, PARADIGM does not have the right to reproduce such software for use on more than
one computer. Employees may only use software on local area networks or on multiple
machines according to the software license agreement. The Company prohibits the illegal
duplication of software and its related documentation. No software may be installed unless a
proper license is attained. Employees are prohibited from downloading, installing, configuring
or otherwise modifying any executable programs located on any personal computer or file server
without Company approval.
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Employees should notify their immediate supervisor, Human Resources or any member of
management upon learning of violations of this policy. Employees who violate this policy will
be subject to disciplinary action up to, and including, immediate termination of employment.
Internet Usage/Unauthorized Use of Information Systems

Internet access is provided by PARADIGM to assist employees in obtaining work-related data
and technology. In addition to the aforementioned policy governing PARADIGM’s Information
Systems, which includes the internet, the following guidelines have been established to help
ensure responsible and productive internet usage. While internet usage is intended for job-
related activities, incidental and occasional brief personal use is permitted within reasonable
limits. PARADIGM may monitor internet use including receiving the list of sites accessed by
any individual terminal. Employees’ internet use is not private. Employees should have no
expectation of privacy with respect to internet use on Company Information Systems.
All internet data that is composed, transmitted or received via our communications systems are
considered to be official Company records and, as such, are subject to disclosure to law
enforcement or other third parties. Consequently, employees should always ensure that the
information contained in e-mail messages and other transmissions is accurate, appropriate,
ethical and lawful.
The equipment, services and technology provided to access the internet remain at all times the
property of PARADIGM. As such, the Company reserves the right to monitor Internet traffic,
and retrieve and read any data composed, sent or received through our online connections and
stored in our computer systems and employees should therefore have no expectation of privacy.
Data that is composed, transmitted, accessed or received via the internet must not contain content
that would be considered discriminatory, offensive, obscene, threatening, harassing, intimidating
or disruptive to an employee or other person. Examples of unacceptable content may include,
but are not limited to, sexual comments or images, racial slurs, gender-specific comments or any
other comments or images that could reasonably offend someone on the basis of race, age, sex,
religious or political beliefs, national origin, disability, sexual orientation or any other
characteristic protected by law.
The unauthorized use, installation, copying or distribution of copyrighted, trademarked or

patented material on the internet is expressly prohibited. As a general rule, if an employee did
not create material, does not own the rights to it, or has not obtained authorization for its use, it
should not be put on the internet. Employees are also responsible for ensuring that the person
sending any material over the internet has the appropriate distribution rights.
Users should take the necessary anti-virus precautions when downloading or copying any file
from the Internet. All downloaded files are to be checked for viruses; all compressed files are to
be checked before and after decompression.
Abuse of the Company’s Information Systems or internet access in violation of law or Company
policies will result in disciplinary action up to, and including, termination. Employees may also
be held personally liable for any violations of this policy. The following behaviors are examples
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of previously stated or additional actions and activities that are prohibited and can result in
disciplinary action for abuse of internet access or the Company’s Information Systems:
• Sending or posting discriminatory, harassing or threatening messages or images
• Using the organization’s time and resources for personal gain
• Using or disclosing someone else’s code or password without authorization
• Copying, pirating or downloading software and electronic files without permission
• Sending or posting confidential material, trade secrets or proprietary information

outside the organization
• Violating copyright law
• Failing to observe licensing agreements
• Engaging in unauthorized transactions that may incur a cost to the organization or

initiate unwanted internet services and transmissions
• Sending or posting messages that defame or slander other individuals
• Attempting to break into the computer system of another organization or person
• Sending solicitations or advertisements not related to business purposes or activities
• Using the internet for political causes, religious activities or any sort of gambling
• Jeopardizing the security of the organization’s electronic communications systems
• Sending or posting messages that disparage PARADIGM’s or another organization’s

products or services
• Passing off personal views as representing those of the organization
• Sending anonymous e-mail messages
• Engaging in any other illegal activities
Workplace Monitoring
PARADIGM may conduct workplace monitoring to ensure quality control, employee safety and
security.
Computers furnished to employees are Company property. As such, computer usage and files
may be monitored or accessed when there is a specific business purpose for such access.
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Employees can request access to information gathered through workplace monitoring that may
impact employment decisions. Access will be granted unless there is a legitimate business
reason to protect confidentiality or an ongoing investigation.
Every effort will be made to attempt to ensure that workplace monitoring is done in an ethical
and respectful manner. However, please remember that employees should have no expectation
of privacy with respect to information transferred, received or stored on the Company’s
Information Systems.
Company Property
PARADIGM provides its employees with the use of various property and facilities which are
necessary in the performance of their work. The Company, at all times, retains full title and
control, including the right of inspection, over such property or facilities.
The Company wishes to maintain a work environment that is free of illegal drugs, alcohol,
firearms, explosives or other improper materials. To this end, the Company prohibits the
possession, transfer, sale or use of such materials on its premises and requires the cooperation of
all employees in administering this policy.
PARADIGM also wishes to discourage theft or unauthorized possession of property belonging to

employees, the Company and visitors, and to ensure its access at all times to Company property,
records, documents and files. Accordingly, although the Company may provide offices,
furniture, desks, file cabinets, files, computer disks and other storage devices for its employees,
they remain the sole property of PARADIGM at all times, and they, as well as any articles found
within them, can be inspected by a Company representative at any time, with or without prior
notice. Accordingly, employees should have no expectation of privacy with respect to Company
premises or items brought on the premises, which includes Company provided parking lots.
PARADIGM reserves the right to inspect all Company furniture such as desks, filing cabinets
and drawers. Whenever practicable, the Company will conduct the inspection in the presence of
the employee working in the particular location involved. However, in emergencies or other
appropriate circumstances, the Company reserves the right to conduct an inspection without the
presence of the employee involved. All such furniture remains Company property. A refusal to
permit an inspection requested by management may result in disciplinary action up to, and
including, immediate termination. Because an inspection might result in the discovery of an
employee’s personal possessions, employees are encouraged to avoid bringing into the
workplace any personal property that they do not wish to reveal to PARADIGM. Additionally,
for security reasons, employees should not leave personal belongings of value in the workplace.
Authorization must be obtained before any Company property may be removed from the
premises.
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Use of Phone and Mail Systems
Personal use of the telephone for long-distance and toll calls is generally not permitted.
Employees should practice discretion when making personal calls and may be required to
reimburse PARADIGM for any charges resulting from their personal use of the telephone.
The use of PARADIGM-paid postage for personal correspondence is not permitted.
Cellular Phone and Similar Devices

The Company recognizes that cell phones and other electronic wireless communication devices
have become a valuable tool in managing our professional and personal lives. However, these
devices can raise a number of issues involving safety, security and privacy. When an employee
is engaged in Company business, the employee shall use his or her cellular phone, PDA or
similar device in a manner which does not endanger or create a hazard for the employee, co-
workers or anyone else.
Employees are required to obey all applicable state and local laws while driving.
Employees who use handheld cell phones while on Company business must refrain from making
or receiving business calls while driving. If an employee needs to make or receive a business
call while driving, the employee must make sure the vehicle is stopped and parked in a proper
parking area for the call.
Employees who use hands-free phones must keep business conversations brief while driving, and
must stop the vehicle and park in a proper parking area if the conversation becomes involved,
traffic is heavy or road conditions are poor.
Employees who use electronic wireless communication devices while on Company business
must refrain while driving from using such devices to manually communicate using a text-based
communication, such as a text, instant message or e-mail. Electronic wireless communication
devices include, but are not limited to, cell phones, pagers, PDAs and handheld computers.
Employees who violate this policy are subject to disciplinary action up to, and including,
termination from employment.
Furthermore, fines and/or penalties incurred as a result of an employee’s violation(s) of laws

restricting the use of cell phones and wireless communication devices are the employee’s
responsibility.
Smoking
In keeping with PARADIGM’s intent to provide a safe and healthful work environment,
smoking is prohibited throughout the workplace. Please use the designated smoking areas as
posted by Building Management.
This policy applies equally to all employees, clients and visitors.
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Business Travel and Expenses
PARADIGM will reimburse employees for reasonable business travel expenses incurred while
on assignments away from their normal work location. All business travel should be booked
through the Company’s Axcentis travel program to receive the necessary departmental approval.
When approved, the actual costs of travel, and lodging directly related to accomplishing business
travel objectives will be reimbursed and/or absorbed by PARADIGM.
Any additional business expenses incurred while traveling should be recorded on a Paradigm
Expense Report and submitted to Accounts Payable for processing. When travel is completed,
employees should submit completed travel expense reports no later than the 10th of the
following month. Reports should be accompanied by receipts for all individual expenses and
signed in the appropriate field by the Department Head.
Employees who are involved in an accident while traveling on business must promptly report the
incident to Human Resources. Vehicles owned, leased or rented by PARADIGM may not be
used for personal use without prior approval.
With prior approval, employees on business travel may be accompanied by a family member or
friend, when the presence of a companion will not interfere with successful completion of
business objectives. Generally, employees are also permitted to combine personal travel with
business travel, as long as time away from work is approved. Additional expenses arising from
such non-business travel are the responsibility of the employee.
Abuse of the Paradigm business travel expenses policy, including falsifying expense reports to
reflect costs not incurred by the employee, can be grounds for disciplinary action up to, and
including, termination of employment.
Visitors in the Workplace

To provide for safety and security of employees and facilities, only authorized visitors are
allowed in the workplace. Restricting unauthorized visitors helps maintain safety standards,
protects against theft, ensures security of equipment, protects confidential information,
safeguards employee welfare and avoids potential distractions and disturbances.
All visitors should enter at Reception. Authorized visitors will receive directions or be escorted
to their destination. Employees are responsible for the safety and conduct of their visitors.
If an unauthorized individual is observed on the premises, employees should direct the individual
to Reception or, if necessary, notify Human Resources or Building Security.
Solicitation
In an effort to ensure a productive and harmonious work environment, persons not employed by
PARADIGM may not solicit or distribute literature in the workplace at any time for any purpose.
The Company recognizes that employees may have interests in events and organizations outside
the workplace. However, employees may not solicit or distribute literature concerning these
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activities during work time. Work time does not include lunch periods, work breaks or any other
periods in which employees are not on duty.
Examples of impermissible forms of solicitation during working time include:
• The collection of money, goods or gifts for religious groups
• The sale of goods, services or subscriptions outside the scope of official organization
business
• The circulation of petitions
• The distribution of literature not approved by the Company
In addition, the posting of solicitations on Company bulletin boards is restricted. These bulletin
boards display important information, and employees should consult them frequently for federal
and state labor law notices and Company notices.
Postings on these boards are limited to Company-related material including the above items,
statutory and legal notices, safety and disciplinary rules, Company policies, local operating rules
and other similar items. All postings require prior approval from Human Resources. No
postings will be permitted for any other purpose.
Life-Threatening Illnesses in the Workplace

Employees with life-threatening illnesses, such as cancer, heart disease and AIDS, often wish to
continue their normal pursuits, including work, to the extent allowed by their condition. As in
the case of other disabilities, PARADIGM will make reasonable accommodations in accordance
with all legal requirements, to allow qualified employees with life-threatening illnesses to
perform the essential functions of their jobs.
Medical information on individual employees is treated confidentially. The Company will take
responsible precautions to protect such information from inappropriate disclosure. Managers and
other employees have a responsibility to respect and maintain the confidentiality of employee
medical information. Anyone inappropriately disclosing such information is subject to
disciplinary action up to, and including, termination of employment and/or legal action.
Employees with questions or concerns about life-threatening illnesses are encouraged to contact
Human Resources for information and referral to appropriate services and resources.
Corporate Communications, Public Relations and Social Media

Any and all inquiries from outside media and press need to be forwarded to the Corporate
Communications department to handle. This includes newspapers, television outlets, internet
sites including blogs and any type of broadcast forum. No employee shall initiate any contact or
respond to any media outlet without approval from the Corporate Communications department.
Additionally, all website and/or social media content must be created or approved by Corporate
Communications.
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Failure to comply with this policy will result in disciplinary action up to, and including,
termination.
Emergency Closings
At times, emergencies such as severe weather, fires, power failures or earthquakes, can disrupt
business operations. In extreme cases, these circumstances may require the closing of a work
facility. In the event that such an emergency occurs during non-working hours, local radio
and/or television stations will be asked to broadcast notification of the closing and every attempt
will be made to make this information available to all employees via telephone, the internet
and/or a pre-recorded voice message on our telephone systems. Unfortunately the Company can
not assure, however, that each employee will receive notice in the event of such an emergency.
When the decision to close is made AFTER the workday has begun, employees will receive
official notification from Human Resources. In these situations, time off from scheduled work
will be paid. When the decision to close is made BEFORE the workday has begun and if the
emergency closing is for a prolonged period of time, employee salaries and wages may be
subject to suspension in accordance with applicable laws or the dictates of their specific written
agreements with the Company. In the event of this circumstance, employees may use available
paid leave time, such as unused accrued vacation, personal time or sick time benefits.
In cases where an emergency closing is not authorized, employees who fail to report for work
will not be paid for the time off. Employees in essential operations may be asked to work on a
day when operations are officially closed. In these circumstances, employees who work will
receive regular pay.
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Employee Benefits
Eligible employees are provided a wide range of benefits. A number of the programs (such as
Social Security, workers’ compensation, state disability and unemployment insurance) cover all
employees in the manner prescribed by law. Benefits eligibility is dependent upon a variety of
factors, including employee classification. Employees should be aware that specific, detailed
information is further provided in the official plan documentation and policies that govern the
particular plans. Therefore, any perceived or actual inconsistency between the provisions stated
in this section of the Handbook and the official documentation and policies is controlled by the
terms stated in the official plan documentation.
The plan documents and summary plan descriptions are available for employee review. The
Company may modify these benefits or the costs to the employee with notice to the employee.
Holidays
PARADIGM will grant holiday time to all eligible regularly scheduled employees on certain
designated holidays. Human Resources will release an official holiday schedule each January.
To be entitled to holiday pay, the employee must be actively employed and must work the
regularly scheduled work day immediately before and after the holiday, unless the employee is
on vacation or the absence is approved by the Company. If there is a holiday during vacation or
other time off with pay, the employee will receive holiday pay and such time will not be charged
to the employee’s vacation or other paid time off. An employee on leave of absence is not
eligible for holiday pay.
A paid holiday does not count as hours worked for the purposes of calculating overtime.
Holiday pay consists of a non-exempt employee’s regular hourly rate of pay for the number of
hours that the employee is regularly scheduled to work. Employees may not elect financial
compensation in lieu of taking time off for a holiday.
Temporary employees do not receive holiday pay.
In the event the Company closes early on the day before a holiday, or closes for a day or more
due to a “slow period,” some employees may not have to work depending on departmental
requirements. This time off will not be considered “holiday” and it will be at a supervisor’s
discretion to determine who will be scheduled for work and who will have time off. Employees
who are required to work during holidays will be compensated for such work in accordance with
applicable laws.
Vacation Time and Sick Leave for Non-Exempt Employees

These policies apply to all regular full-time non-exempt employees.
Vacation Time
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Vacation is calculated based upon your anniversary date. Vacation days will not begin to accrue
until you have completed 6 months of eligible service. Thereafter, eligible employees will
accrue .833 days (6.667 hours) per month (10 vacation days, or 80 hours, per year.)
Employees can only request use of vacation time after it is earned. Vacation benefits will not be
paid in advance of actual accrual amounts.
To take vacation, employees must submit a written request at least two weeks in advance and
receive approval from their supervisors and Human Resources. Such requests should be made
on the Time Off Request Form, which can be found under Paradigm Forms on your computer.
Requests will be reviewed and approved based on a number of factors, including business needs
and staffing requirements.
Vacation time is paid at the employee’s base pay rate at the time of vacation. It does not include
overtime or any special forms of compensation such as incentives, commissions, bonuses or shift
differentials.
Employees are encouraged to use available paid vacation time for rest, relaxation and personal
pursuits. In the event that available vacation is not used by the end of the benefit year,
employees may carry accrued but unused time forward to the next benefit year. Accrued but
unused vacation will be carried forward up to the employee’s maximum accrual level. This is
also referred to as a “cap” on vacation accrual. Non-exempt employees will have a maximum
accrual level of twenty (20) days or one hundred sixty (160) hours. Employees will cease
accruing vacation once they have reached their maximum accrual level or cap. However, once
the employee takes vacation time, thereby falling below their maximum accrual level/cap, the
employee will once again begin to accrue vacation time up to his or her maximum accrual
level/cap.
Upon termination of employment, employees will be paid for unused vacation time that has been
accrued through the last day of work.
Sick Leave
Eligible employees will accrue sick leave benefits at the rate of 6 days per year (.50 of a day, or 4
hours, for every full month of service). Sick leave benefits are calculated on the basis of a
“benefit year,” the 12-month period that begins when the employee starts to earn sick leave
benefits. Sick leave benefits will begin to accrue upon full time employment.
Paid sick leave can be used in minimum increments of one hour. Sick leave benefits will not be
paid in advance of earned sick leave accruals. Eligible employees may use sick leave benefits
for an absence due to their own illness or injury or that of a family member (including a parent,
child, spouse, registered domestic partner or child of a registered domestic partner).
Employees who are unable to report to work due to illness or injury should notify their direct
supervisor and Human Resources before the scheduled start of the workday if possible. The
direct supervisor and Human Resources Manager must also be contacted on each additional day
of absence.
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Sick leave benefits will be calculated based on the employee’s base pay rate at the time of
absence, and will not include any special forms of compensation, such as incentives,
commissions, bonuses or shift differentials.
Unused sick leave benefits will be allowed to accumulate until the employee has accrued a total
of 6 calendar days of sick leave benefits. If the employee’s benefits reach this maximum, further
accrual of sick leave benefits will be suspended until the employee has reduced the balance
below the limit. Sick leave is not accrued while the employee is on an unpaid leave of absence.
Unused sick leave benefits will not be paid to employees while they are employed or upon
termination of employment.
Sick leave benefits are intended solely to provide income protection in the event of illness or
injury of the employee or an eligible family member, and may not be used for any other absence.
Professional Time Off For Exempt Employees

PARADIGM’S Professional Time Off (“PTO”) Policy applies to exempt employees. The PTO
Policy eliminates any pre-set number of days off. There is no preset guarantee or preset
limitation on the amount of days off for exempt employees. The amount of time off will be
based solely on providing reasonable notice (as determined by the employee’s supervisor) and
subject to business needs.
The company will continue to keep accurate records of the number of vacation or other days off
taken by each employee. The need to continue to take daily attendance has important business
reasons such as safety and security provisions. All employees are expected to cooperate in the
maintenance of accurate attendance records.
As always, if there is a need for time off for family care leave, the time off will be allowed as
provided by law. Employees with a legally protected disability may also have time off as
provided by law to allow for reasonable accommodation of their condition.
PARADIGM expects that all exempt employees will continue to maintain the same high
standards of client service and professional responsibility. Attempts to abuse the flexibility of
this policy or to take an unreasonable amount of time off will not be tolerated.
Health Insurance
PARADIGM’s health insurance plan provides employees and their qualifying dependents,
including registered domestic partners, access to medical, dental, vision and long-term disabilty
insurance benefits. Regular, full-time employees are eligible to participate in the health
insurance plan.
Eligible employees may participate in the insurance plan subject to all terms and conditions of
the agreement between PARADIGM and the insurance carrier. Employees may be required to
pay all, or a portion, of certain benefits if they elect to participate.
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A change in employment classification that would result in loss of eligibility to participate in the
health insurance plan may qualify an employee for benefits continuation under the Consolidated
Omnibus Budget Reconciliation Act (COBRA).
Details of the health insurance plan are described in the Summary Plan Description (SPD). A
SPD and information on cost of coverage will be provided in advance of enrollment to eligible
employees. Contact Human Resources for more information about insurance benefits.
Benefits Continuation (COBRA)

COBRA gives employees and their qualified beneficiaries the opportunity to continue health
coverage under the Company’s health plan when a “qualifying event” would normally result in
the loss of eligibility. Some common qualifying events are resignation, termination of
employment or death of an employee, a reduction in an employee’s hours or a leave of absence,
an employee’s divorce or legal separation and a dependent child no longer meeting eligibility
requirements.
Under COBRA, the employee or beneficiary pays the full cost of coverage at the Company’s
group rates plus an administrative fee. The Company provides each eligible employee with a
written notice describing rights and obligations granted under COBRA when the employee
becomes eligible for insurance coverage. Contact Human Resources for further information on
COBRA coverage.
Workers’ Compensation Insurance

PARADIGM provides a comprehensive workers’ compensation insurance program at no cost to
employees. This program covers any injury or illness sustained in the course of employment that
requires medical treatment. Subject to applicable legal requirements, workers’ compensation
insurance provides benefits after a short waiting period or, if the employee is hospitalized,
immediately.
Employees who sustain work-related injuries or illnesses should inform Human Resources
immediately. No matter how minor an on-the-job injury may appear, it is important that it be
reported immediately. This will enable an eligible employee to qualify for coverage as quickly
as possible.
Neither PARADIGM nor the insurance carrier will be liable for the payment of workers’
compensation benefits for injuries that occur during an employee’s voluntary participation in any
off-duty recreational, social or athletic activity sponsored by the Company.
401(k) Savings Plan

PARADIGM has established a 401(k) savings plan to provide employees the potential for future
financial security for retirement.
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To be eligible to join the 401(k) savings plan, employees must be 21 years of age or older.
Eligible employees may participate in the 401(k) plan subject to all terms and conditions of the
plan.
The 401(k) savings plan allows the employee to elect a portion of income to contribute,
according to current IRS regulations, and direct the investment of the plan account to tailor the
retirement package to meet individual needs.
Complete plan details are described in the Summary Plan Description provided to eligible
employees. Contact Human Resources for more information about the 401(k) plan.
Family Medical Leave

Pursuant to the Federal Family and Medical Leave Act (“FMLA”), and California’s Family
Rights Act (“CFRA”), to be eligible for such leave, an employee must (1) have worked for the
Company for at least twelve months prior to the date on which the leave is to commence; and (2)
have worked at least 1,250 hours in the 12 months preceding the leave. However, employees
who work at a location where the Company employs fewer than 50 persons within 75 miles are
not eligible for FMLA leave.
(a) PERMISSIBLE USES OF FAMILY MEDICAL LEAVE.
“Family Medical Leave” may be requested for:

• The birth of a child and to bond with or provide care for such child.
• The placement of a child with you for adoption or foster care and to bond with or care
for the new child.
• The care of a spouse, parent or child who has a serious health condition.
• The serious health condition of the employee.
• Because of any “qualifying exigency” (to be defined by the U.S. Secretary of Labor)
arising out of the fact that your spouse, child or parent is on active duty, or has been
notified of an impending call or order to active duty, in the armed forces in support of
a contingency operation. (Leave for this reason is referred to in this policy as “active
duty” family leave.)
• Up to 26 weeks of leave in a single 12-month period for you to care for your spouse,
child, parent, or next of kin recovering from a serious injury or illness suffered while
on active duty in the armed forces. Such illness or injury must render the covered
family member unfit to perform the duties of the individual’s office, grade, rank or
rating. The individual must be undergoing medical treatment, recuperation or therapy,
be on outpatient status, or be on the temporary retired list for a serious injury or
illness. (Leave for this reason is referred to in this policy as “service member” family
leave.)
Additionally, under the CFRA, employees are eligible to take such leave for a registered
domestic partner of the employee, or a child of a registered domestic partner. “Medical leave”
may be requested for an employee’s own serious health condition. A “serious health condition”
is one that requires either in-patient care in a medical facility or continuing treatment or
supervision by a health care provider.
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(b) SUBSTITUTION OF PAID LEAVE FOR FAMILY MEDICAL LEAVE.
Employees are required to substitute accrued vacation time for all family care leaves.
Employees are required to substitute sick leave for medical leaves which may be supplemented
with accrued vacation time if sick leave is exhausted. Employees may also substitute one half of
their sick leave to attend to an illness of a child, parent, spouse, registered domestic partner or
child of a registered domestic partner of the employee.
(c) AMOUNT OF LEAVE.
The Company uses a rolling 12-month method to calculate the 12-month period during which
eligible employees may take 12 weeks of family/medical leave. Note that service member
family leave is a one-time benefit and as such, the 26 weeks are only available during a single
12-month period. The Company will begin counting the 12-month period on the first day of
leave taken to care for the injured or ill service member. During the 12-month period when
service member family leave is used, an employee is limited to a combined 26 weeks of FMLA
leave for any reason.
The substitution of paid leave for FMLA leave does not extend the total duration of FMLA leave
to which an employee is entitled to beyond 12 weeks in a 12-month period. For example, if an
employee has accrued four weeks of unused paid vacation time at the time of the request for
FMLA leave, that paid vacation time will be substituted for the first four weeks of FMLA leave,
leaving up to eight additional weeks of unpaid leave.
FMLA leave for the employee’s own serious health condition or for the serious health condition
of the employee’s spouse, parent, child or registered domestic partner may be taken
intermittently or on a reduced schedule where medically necessary. If leave is taken
intermittently or on a reduced schedule, the Company retains the discretion to transfer the
employee temporarily to an alternative position with equivalent pay and benefits which better
accommodates the employee’s leave schedule, unless otherwise prohibited by applicable law.
(d) LEAVE’S EFFECT ON PAY.
Except to the extent that other paid leave is substituted for FMLA leave, such leave is unpaid.
(e) LEAVE’S EFFECT ON BENEFITS.
During FMLA leave, the Company shall continue to pay for the employee’s participation in the
group health plans, and supplemental unemployment benefit plans to the same extent and under
the same terms and conditions as would apply had the employee not taken leave.
If the employee fails to return from the leave for a reason other than the recurrence or
continuation of the health condition that brought about the leave or other circumstances beyond
the employee’s control, the Company can recover any health premiums paid on the employee’s
behalf during any unpaid periods of the leave.
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Employees on FMLA leave accrue employment benefits, such as sick leave, vacation benefits or
seniority only when paid leave is being substituted for unpaid leave and only if the employee
would otherwise be entitled to such accrual.
Pregnant employees may be eligible for additional leave after the birth of the child pursuant to
the CFRA. Both CFRA and FMLA leave will run concurrently, along with other Company
sponsored leaves of absence.
(f) PROCEDURE FOR REQUESTING FAMILY MEDICAL LEAVE.
(i) Notice Requirements.
Employees should notify the Company of their request for FMLA leave as soon as they are
aware of the need for such leave. For foreseeable events, if possible, the employee must provide
30 calendar days’ advance notice to the Company of the need for family care or medical leave.
For events that are unforeseeable 30 days in advance, but are not emergencies, the employee
must notify the Company as soon as he or she learns of the need for the leave, ordinarily no later
than 1 to 2 working days after the employee learns of the need for the leave. If the leave is
requested in connection with a planned, non-emergency medical treatment, the employee may be
requested to reschedule the treatment so as to minimize disruption of the Company’s business.
If an employee fails to provide the requisite 30-day notice for foreseeable events without any
reasonable excuse for the delay, the Company reserves the right to delay the taking of the leave
until at least 30 days after the date the employee provides notice of the need for leave.
All requests for FMLA leave should include the anticipated date(s) and duration of the leave.
Any requests for extensions of a family care or medical leave must be received at least five
working days before the date on which the employee was originally scheduled to return to work
and must include the revised anticipated date(s) and duration of the leave.
(ii) Medical Certification.
Any request for medical leave for an employee’s own serious health condition or for family care
leave to care for a child, spouse or parent with a serious health condition must be supported by
medical certification from a health care provider. For foreseeable leaves, employees must
provide the required medical certification before the leave begins. When this is not possible,
employees must provide the required certification within 15 calendar days after the Company’s
request for certification, unless it is not practicable under the circumstances to do so, despite the
employee’s good faith efforts. Failure to provide the required medical certification may result in
the denial of foreseeable leaves until such certification is provided. In the case of unforeseeable
leaves, failure to provide the required medical certification within 15 days of being requested to
do so may result in a denial of the employee’s continued leave. Any request for an extension of
the leave also must be supported by an updated medical certification.
The medical certification for a child, spouse or parent with a serious health condition shall
include (a) the date on which the serious health condition commenced; (b) the probable duration
of the condition; (c) the health care provider’s estimate of the amount of time needed for family
care; (d) the health care provider’s assurance that the health care condition warrants the
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participation of the employee to provide family care; and (e) in the case of intermittent or
reduced schedule leave where medically necessary, the probable duration of such a schedule.
The medical certification for leave for the employee’s own serious health condition shall include
(a) the date on which the serious health condition commenced; (b) the probable duration of the
condition; (c) a statement that, due to the serious health condition, the employee is unable to
perform the functions of his or her position; and (d) in the case of intermittent leave or reduced
schedule leave where medically necessary, the probable duration of such a schedule. In addition,
the certification may, at the employee’s option, identify the nature of the serious health condition
involved. If the Company has reason to doubt the validity of the certification provided by the
employee, the Company may require the employee to obtain a second opinion from a doctor of
the Company’s choosing at the Company’s expense. If the employee’s health care provider and
the doctor providing the second opinion do not agree, the Company may require a third opinion,
also at the Company’s expense, performed by a mutually agreeable doctor who will make a final
determination. Before permitting the employee to return to work, the Company also may require
the employee to provide medical certification that he or she is able to return to work.
(g) LEAVE’S EFFECT ON REINSTATEMENT.
Employees returning from FMLA leave are entitled to reinstatement to the same or comparable
position consistent with applicable law. In accordance with applicable law, the Company retains
the right to deny reinstatement to employees who are among the highest paid 10% of the
Company’s employees and whose reinstatement would cause substantial and grievous economic
injury to operations.
Pregnancy Disability Leave – California Employees

PARADIGM provides pregnancy disability leaves of absence without pay to all female
California employees who are temporarily unable to work due to a disability related to
pregnancy, childbirth or related medical conditions. Eligible employees are normally granted
unpaid leave for the period of disability, up to a maximum of 16 weeks within any 12-month
period. Employees must utilize any accrued applicable paid sick leave time for leave as part of
the pregnancy disability leave period. Employees may, at their option, substitute accrued
vacation and/or personal days for unpaid pregnancy disability leave.
Employees should make requests for pregnancy disability leave to their supervisors at least 30
days in advance of foreseeable events and as soon as possible for unforeseeable events. A health
care provider’s statement must be submitted verifying the need for pregnancy disability leave
and its beginning and expected ending dates. Any changes in this information should be
promptly reported to the Company. Employees returning from pregnancy disability leave must
submit a health care provider’s verification of their fitness to return to work verifying that they
can return to work and perform the essential functions of their positions with or without
reasonable accommodation.
Subject to the terms, conditions and limitations of the applicable plans, PARADIGM will
continue to provide health insurance benefits for the full period of the approved pregnancy
disability leave. However, benefit accruals, such as vacation, sick leave or holiday benefits, will
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be suspended, except as required by law, during the leave and will resume upon return to active
employment.
So that an employee’s return to work can be properly scheduled, an employee on pregnancy

disability leave is requested to provide PARADIGM with at least two weeks advance notice of
the date she intends to return to work.
When the employee’s pregnancy leave ends, the employee will be reinstated to the same
position, if it is available, or to a comparable position for which the employee is qualified
pursuant to applicable law. If an employee fails to return to work on the agreed upon return date,
PARADIGM will assume that the employee has voluntarily resigned. Leave taken under this
policy will run concurrently with any other applicable Company sponsored leaves of absence for
California employees, including FMLA. Please note that California employees disabled by
pregnancy may be entitled to an additional 12 weeks of unpaid leave upon the birth of their child,
pursuant to California’s Family Rights Act (“CFRA”).
Paid Family Leave

California employees may also be eligible to receive up to six weeks per year of paid family
leave through the State Disability Insurance Program (SDI). Paid Family Leave is
unemployment compensation disability insurance paid to workers who suffer a wage loss when
they take time off work to care for a seriously ill family member or bond with a new child.
However, it does not create a right for additional time off and typically runs currently with any
other leave. Please contact the Human Resources Department for additional information.
Bereavement Leave
Employees who wish to take time off due to the death of an immediate family member should
notify their supervisor immediately. Up to 5 days of paid bereavement leave will be provided to
regular, full-time employees.
Bereavement pay is calculated based on the base pay rate at the time of absence and will not
include any special forms of compensation, such as incentives, commissions, bonuses or shift
differentials.
Employees may, with Human Resources’ approval, use any available paid leave (e.g. vacation)
for additional time off as necessary.
For purposes of this bereavement leave policy, PARADIGM defines “immediate family” as the
employee’s spouse, parent, child, sibling; the employee’s spouse’s parent, child or sibling; the
employee’s child’s spouse; grandparents or grandchildren, registered domestic partner or child or
parent of a registered domestic partner. Special consideration will also be given to any other
person whose association with the employee was similar to any of the above relationships.
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Jury/Witness Duty
PARADIGM encourages employees to fulfill their civic responsibilities by serving jury/witness
duty when required. Employees may request unpaid jury duty leave for the length of the
absence. If desired, employees may use any available paid time off (e.g. vacation) during this
leave.
Employees must show the jury duty summons or witness subpoena or notice to appear to their
supervisor and forward a copy of the summons to Human Resources as soon as possible so that
the Company may make arrangements to accommodate their absence. Of course, employees are
expected to report for work whenever the court schedule permits.
The employee must request an excuse from jury duty if, in PARADIGM’s judgment, the
employee’s absence would create serious operational difficulties.
The Company will continue to provide health insurance benefits for the full term of the jury duty
and/or witness absence. Vacation, sick leave and holiday benefits will continue to accrue during
unpaid jury duty leave.
Time Off to Vote

PARADIGM encourages employees to fulfill their civic responsibilities by participating in
elections. Generally, employees are able to find time to vote either before or after their regular
work schedule. While most polls open early in the morning and close in the late evening, if
employees are unable to vote in an election during their non-working hours, the Company will
grant up to two hours of paid time off to vote. Employees must submit their voter’s receipt on
the first work day following the election to qualify for paid time off.
Employees should request time off to vote from their supervisor and Human Resources at least
two working days prior to Election Day. Advanced notice is required so that the necessary time
off can be scheduled at the beginning or end of the work shift, whichever provides the least
disruption to the normal work schedule.
Military Leave
PARADIGM complies with the Uniformed Services Employment and Reemployment Act for
active members of the Unites States Armed Forces, National Guard and Reserve members and
their family members. Please contact the Human Resources Department for an explanation of
benefits.
Please also refer to the Family and Medical Leave policy contained in this Handbook for leaves
of absence for employees with family members who are members of the United States Armed
Forces, National Guard and Reserves.
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Military Spousal Leave
Employees who work an average of 20 or more hours a week may also be entitled to Military
Spousal Leave. The spouse of a member of the Armed Forces of the United States who has been
deployed to a combat theater or a combat zone by the President of the United States, or the
spouse of a member of the National Guard or Reserves who has been deployed anywhere during
a period of military conflict may take up to 10 days of unpaid spousal leave when their spouse is
on leave from military deployment.
Other Leaves of Absence

In addition to the leaves of absence described herein, PARADIGM will grant employees a leave
of absence as required by law for the purpose of an appearance at school by a parent when
requested, participation of a parent in a child’s school activities, domestic violence leave, or
performance of an emergency duty by a volunteer firefighter, reserve peace officer or emergency
rescue personnel. Employees are required to provide reasonable advance notice of any need for
such leave. For non-exempt employees, this leave will be unpaid unless otherwise required by
law.
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Termination of Employment
Termination of employment is an inevitable part of activity within any organization, and many of
the reasons for termination are routine. Below are examples of some of the most common
circumstances under which employment is terminated.
• Resignation - voluntary employment termination initiated by an employee.

• Discharge - involuntary employment termination initiated by the organization.
PARADIGM will generally schedule exit interviews at the time of employee termination. The
exit interview will afford the opportunity to discuss such issues as employee benefits and
conversion privileges, repayment of outstanding debts at PARADIGM and the return of
Company-owned property.
Since employment with PARADIGM is based on mutual consent and in the absence of a written
contract, both the employee and the Company have the right to terminate employment at will,
with or without cause, at any time. Employees will receive their final pay in accordance with
applicable state law.
Although advance notice is not required from employees, PARADIGM generally requests at
least two weeks written resignation notice from all employees if possible.
Employee benefits will be affected by employment termination in the following manner. All
accrued, vested benefits that are due and payable at termination pursuant to applicable laws will
be paid. Some benefits may be continued at the employee’s expense or shared expense if the
employee so chooses (e.g. COBRA). The employee will be notified in writing of the benefits
that may be continued and of the terms, conditions and limitations of such continuance.
Return of Property
Employees are responsible for all Company property, materials or written information issued to
them or in their possession or control. Employees must return all Company property
immediately upon request or upon termination of employment. PARADIGM may also take all
action deemed appropriate to recover or protect its property. Employees must also return all
confidential and trade secret information upon request or termination of employment including
all copies thereof and must maintain as confidential all information which cannot be returned.
Contact your supervisor or Human Resources when you are unavailable to return the above
mentioned items in a timely manner.
Employment Reference Checks

Human Resources will respond to all reference checks from other employers. Responses to such
inquiries will confirm only employment with the Company, dates of employment, wage rates and
last position(s) held. No employment data will be released without a written authorization and
release signed by the individual who is the subject of the inquiry.
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Arbitration of Disputes
PARADIGM recognizes that differences may arise between employees and PARADIGM during
employment with the Company or as a result of the separation of employment from the
Company. As such, the Company and each of its employees thus agree to arbitrate.
The Company and its employees agree that all claims, disputes and controversies arising out of,
relating to or in any way associated with any employee’s employment with the Company or the
termination of that employment will be resolved through final and binding arbitration with the
sole exceptions of: (i) claims for Workers’ Compensation or Unemployment Compensation
Benefits and (ii) to the extent required by applicable law, administrative claims before federal or
state administrative agencies (including, without limitation, claims before the California
Department of Fair Employment and Housing, the Equal Employment Opportunity Commission
and any claims brought pursuant to the National Labor Relations Act).
PARADIGM and its employees further voluntarily and knowingly waive any and all of their
rights to have any such claims or disputes heard or adjudicated in any other type of forum,
including without limitation, each party’s right to a trial in a court of competent jurisdiction.
Examples of such disputes or claims which must be resolved through arbitration, rather than a
court proceeding, include, but are not limited to, contract claims; unfair competition claims;
personal injury claims; tort claims; trade secret claims; defamation claims; claims for wrongful
termination, discrimination and harassment, including, without limitation, those claims brought
under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the California Fair Employment and Housing Act, the Family
Medical Leave Act, the California Family Rights Act, the Employment Retirement Income
Securities Act of 1974 and any other analogous state or federal statute or any other employment-
related claim of any kind.
PARADIGM and its employees further agree to arbitrate all such disputes and controversies
according to the applicable Employment Arbitration Rules and Mediation Procedures of the
American Arbitration Association (available at http://www.adr.org). The arbitration proceedings
shall be held in the city and state in which the employee was principally employed by the
Company.
To start the arbitration process, either PARADIGM or the employee must submit a written
arbitration request to the other. The arbitration demand shall set forth the basis and nature of all
claims being asserted and must be made within the timeframe authorized by the applicable
statute of limitations to make such claims under applicable law. Each party shall be solely
responsible for paying its own costs for the arbitration including, but not limited to, its own
attorneys’ fees and expert witness fees. However, the fees of the arbitrator and all other costs
that are unique to arbitration shall be paid by the Company where required by law. If either
party prevails on a statutory claim which affords the prevailing party their attorneys’ fees or
where there is a written agreement providing for such fees, the arbitrator may award reasonable
attorneys’ fees to the prevailing party. The arbitrator shall have the authority to award any
damages authorized by law.
Version 2-2013
38
The award of the arbitrator shall be in writing and shall contain the arbitrator’s factual findings,
legal conclusions and reasons for the award and shall be final and binding and may be entered as
a judgment in any court with jurisdiction over either the Company or the employee. The award
and any findings shall remain confidential and the parties agree to enter into any stipulations or
other agreements necessary to maintain such confidentiality.
This agreement applies to any dispute involving the Company as well as any of its subsidiary or
affiliated companies, successors and assigns, employees, officers and agents.
This arbitration provision constitutes a waiver of the right to a trial in a court of law on any
matter subject to arbitration.
This arbitration provision sets forth the entire agreement between the parties and fully supersedes
any and all prior agreements or understandings between them pertaining to the subject matter of
arbitration. This agreement shall be governed by the laws of the state in which the employee was
principally employed.
Version 2-2013
39
ACKNOWLEDGEMENT OF RECEIPT
OF EMPLOYEE HANDBOOK
This is to acknowledge that I have received a copy of the PARADIGM (“Company”) Employee
Handbook (“Handbook”) and understand that it contains important information on the general
personnel policies and rules of PARADIGM and on my benefits and obligations as an employee.
I understand that the information contained in this Handbook is merely a summary of the
Company’s present policies, work rules, pay practices and benefits and is not intended to create a
contract of employment, express or implied. I understand the policies contained in this
Handbook supersede and replace any and all other announced policies of the Company covering
the same subject matter as contained herein (with the exception of the Confidentiality of
Information and Conflict of Interest policies contained within this Handbook which are intended
to supplement any separate agreements Employee is required to sign governing such subject
matter).
I further understand and agree that PARADIGM may at any time modify, revoke, suspend,
terminate or change any or all of the policies, rules and benefits outlined in this Handbook, as
well as any other of its plans, policies or procedures, in its sole discretion, with or without notice.
I understand and agree that any claims related to or arising out of my employment with
PARADIGM are subject to arbitration pursuant to the Arbitration of Disputes Section contained
in this Handbook.
I further understand and agree that unless I am a party to a separate Employment Agreement
signed by both myself and the EVP of Business Affairs, my employment at PARADIGM is “at
will” and that either I or the Company may terminate my employment at any time for any reason,
with or without cause. I further understand (i) that only the EVP of Business Affairs has any
authority to enter into any agreement with me for employment for any specified period of time or
to make any agreement which is contrary to my “at will” status; and (ii) that such an agreement
must be in a writing signed by both me and the Executive Vice President of Business Affairs. I
further understand that this acknowledgement of my “at will” status supersedes any and all
previous agreements or promises, express or implied, as to the duration of my employment with
the Company or my “at will” employment status and that this Acknowledgment comprises the
entire agreement between the Company and me with respect to the duration of my employment
at PARADIGM.
My signature below further signifies that I have read this Handbook and that I accept and will
abide by all of its provisions.
Date: Signature:
Print Name:
Version 2-2013
40
EXHIBIT F
THIS ENTIRE AGREEMENT IS NON-PRECEDENTIAL AND NON-CITABLE
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as

of January 1, 2015 by and between PARADIGM TALENT AGENCY, LLC, 360 North Crescent
Drive, North Building, Beverly Hills, CA 90210 (hereinafter referred to as the “Company”) and
DEBBEE KLEIN residing at 4727 Balboa Avenue, Encino, CA 91316 (hereinafter referred to as
“Employee”). Upon execution and delivery of this Agreement by Employee and Company, the
prior agreement between Company and Employee dated as of January 12, 2010 relating to
Employee’s employment with Company shall be deemed replaced and superseded by this
Agreement, and all such prior agreement shall be deemed terminated in its entirety.
Ls EMPLOYMENT:
1.1 Company hereby employs Employee to render exclusive, full-time services

during the term of this Agreement as an agent in the Literary Division and Employee hereby
accepts such employment and agrees to keep, perform and observe all material conditions,
obligations and agreements hereinafter set forth. The functions to be performed by Employee shall
be those commonly performed by persons serving in the capacity specified above in companies
generally engaged in the same business as the Company’s business. Employee shall beobligated
to report solely to the chief executive of Company.
1.2 Employee agrees that during the term of this Agreement, Employee will
perform and render Employee’s services conscientiously and to the full limit of the Employee’s
ability, subject to the terms hereof.
1.3 Employee’s services shall be rendered generally at such places within the
Los Angeles office as Company designates; provided that, if Employee agrees, Company may
assign the Employee to render services on a temporary basis outside such community, upon
reimbursementof expenses as provided in Paragraph 4.2 below. During the Term, Employee will
be provided office space and an assistant.
1.4. As a condition to employment hereunder, Employee shall complete and

furnish such documents (including the I-9 Affidavit form) as may be required under any federal,
state or local law or regulation.
1.5 All of Company’s obligations hereunder are subject to the execution and
delivery of this Agreement by Employee. Company may waive this condition in its discretion
with respect to any term or provision hereof, and a waiver with respect to one term or provision of
this Agreement shall not constitute a waiver with respect to any other term or provision which
shall nevertheless be subject to the condition set forth in this Paragraph 1.5.
Debbee Klein
Employment Agreement
Asof January 1, 2015
Page 2
2. TERM: TERMINATION:
2.1 Subject to the provisions hereof and to the faithful performance of

Employee’s services pursuant to this Agreement, the employment term of this Agreement shall
commence on January 1, 2015 for a period of five (5) years through and including December 31,
2019 (herein the ““Term”).
2.2 Company shall have the right to terminate this Agreement and Employee’s
right to receive payments hereunder at any time prior to the expiration of this Agreement (i) upon
the death of Employee; (ii) for cause, and (iii) as provided in Paragraphs 5 and 6 below. (“Cause”
as used herein means (a) conviction for fraud or theft, (b) gross negligence or malfeasance by
Employee in the handling of or gross mismanagement of Company’s affairs as determined by the
Company in its good faith business judgment, including, without limitation, conduct of a felonious
or criminal nature, conduct involving moral turpitude, embezzlement, or misappropriation of
assets, (c) the habitual useof drugs or intoxicants to an extent that it impairs the Employee’s ability
to properly perform his/her duties, (d) violation by the Employee of his/her obligations to the
Company, including, without limitation, conduct which is inconsistent with the Employee’s
position and which results or is reasonably likely to result in a material adverse effect (financial or
otherwise) on the business or reputation of the Company or any of its subsidiaries, divisions, or
affiliates as determined by the Company in its good faith business judgment, (e) repeated violation
by the Employeeofanyof the written work rules or written policies of the Company as determined
by, and after written notice of violation from, the President of the Company and such conduct
remains uncured by Employee subsequent to receipt of such written notice, as determined by the
Company in its good faith business judgment, (f) breach of standards adopted by the Company
governing professional independence or conflicts of interest, and/or (g) a material breach hereof
which is not cured within three (3) business days after Employee’s receipt of written notice thereof
from Company as determined by the Company in its good faith business judgment). If the
employment of the Employee is terminated for cause or for any other reason pursuant to this
Paragraph 2.2, the Company shall not be obligated to make any further payment to the Employee
(other than accrued and unpaid base salary and expenses to the date of termination, and except as
provided in and pursuant to Paragraph 3.7 below), or continue to provide any benefit (other than
benefits which have accrued pursuant to any plan or by law) to the Employee under this
Agreement.
2.3 Company shall have the right to terminate this Agreement at any time,
without cause, but in such event, Employee shall only be entitled to the remainder of the
compensation due for the Term pursuant to Paragraph 3.1, and shall not be entitled to anyfurther
compensation (except as provided in and pursuant to Paragraph 3.7 below). However, during the
period in which Employee is receiving such salary continuation payments subsequent to
termination, any income received by Employee, or any further compensation received by
Employee from other employers or net taxable income (of Employee and/or Employee’s company)
from the conduct of Employee’s own business shall offset and reduce Company’s salary
continuation payment obligations hereunder.
Debbee Klein
As of January 1, 2015
Page 11
10. UNION OR GUILD FRANCHISES: APPLICABLE LAWS _ AND

REGULATIONS: During the period this Agreement is in effect, Employee shall take all actions
as shall be necessary or appropriate, in the sole and absolute discretion of Company, to comply
with all agency regulations promulgated by any labor organization(s) having jurisdiction over, and
all federal, state and local laws, rules and regulations applicable to persons performing services of
the type and character required of Employee under this Agreement.
11. PROHIBITION AGAINST SOLICITATION OF COMPANY EMPLOYEES

AND CLIENT’S: In the event of termination of Employee’s employment for any reason, whether
amicable or otherwise, Employee will not during the periodof this Agreement is in effect and for
a period for two (2) years thereafter, directly or indirectly solicit, divert, entice, persuade or induce
any client of Company (other than those pre-existing clients of Employee set forth on Schedule 11
attached hereto which shall be excluded from the restrictions set forth in this Paragraph 11) or any
employee or other person then under contract with Company to terminate his or her contractual
relationship with Company or to refrain from extending or renewing such agreements and/or
relationships upon the same or new terms. Employee will not directly or indirectly approach any
such Employee, client or other person for anyof the foregoing purposes or authorize or knowingly
approveof or assist in the taking of any such actions by any other person. The covenants setforth
in this Paragraph shall survive the termination of this Agreement. In the event of any breach of
the provisions of this Paragraph 11, Company shall have full rights to seek injunctive and other
equitablerelief to prevent such breach, in the manner as provided in Paragraphs 12 and 13 below.
12. SERVICES UNIQUE: It is agreed that the services to be rendered by Employee

hereunder are special, unique, unusual, extraordinary and intellectual in character which gives
thema peculiar value, the loss of which cannot reasonably or adequately be compensated in
damages or an action at law and that a breach by Employee of any of the provisions contained
herein will cause Company irreparable injury or damage. Employee expressly agrees that
Company will be entitled to seek injunctive or other equitable relief to prevent a breach hereof;
however resort to any such equitable relief shall not be construed as a waiver of the rights or
remedies which Company may have against Employee or otherwise.
13. ARBITRATION:
(a) Company and Employee agree that all claims, disputes and controversies of
any kind arising out of, relating to or in any way associated with Employee’s employment by
Company (including Company’s affiliates, successors, predecessors, contractors, employees and
agents) or the termination of that employment, shall be submitted to a confidential, final and
binding arbitration pursuant to the termsof this Agreement with the sole exception of: (i) claims
for workers’ compensation, disability benefits or unemployment compensation benefits; (ii)
administrative claims before the United States Equal Employment Opportunity Commission or the
Department of Fair Employment and Housing; (iii) claims based on any pension or welfareplan
or collective bargaining agreement, the terms of which may contain arbitration or other non-
judicial dispute resolution procedure; and (iv) petitions to a court of competent jurisdiction upon
Debbee Klein
As of January 1, 2015
Page 12
the showing of reasonable cause for immediate injunctive relief for unfair competition, the use
and/or unauthorized disclosure of trade secrets or confidential information, or where such
temporary equitable relief would be otherwise authorized by law. Such resort to temporary
equitablereliefshall be available to both parties and shall be in aid of arbitration only and in such
cases the trial on the merits of the action will occur in frontof and will be decided by the Arbitrator,
who will have the same ability to order legal or equitable remedies as could a court of general
jurisdiction.
(b) This Agreement to resolve any disputes by binding arbitration shall extend
to any claims by or against any affiliates, successors, predecessors, contractors, officers, directors,
employees and agents of the parties.
(c) All disputes and controversies at issue in the arbitration will be governed by
the lawsof the State of California, except where federal law is applicable. The parties agree that
Company is engaged in transactions involving interstate commerce. The arbitration will be
conducted in Los Angeles, California and the proceedings shall be confidential. All arbitrations
hereunder will be conducted by a single, neutral arbitrator supplied by Judicial Arbitration and
Mediation Services, Inc. (“JAMS”). The arbitrator will be selected and the arbitration proceeding
will be conducted in accordance with the California Arbitration Act, California Code of Civil
Procedure sections 1280, et. seq., and the JAMS Employment Arbitration Rules and Procedures,
which can be reviewed at http://www.jamsadr.com/rules-employment-arbitration/. If JAMS does
not administer the claim, either party may petition a court of competent jurisdiction to appoint a
neutral arbitrator, who, once appointed, will set the rules of procedure for the arbitration. In
deciding legal issues related to any claim and in determining the appropriate legal or equitable
remedy, the arbitrator shall apply the appropriate federal, state or local law. When Company’s
policies are at issue, the arbitrator shall have no power to alter, amend or change any Company
policy.
(d) Notwithstanding anything to the contrary in the JAMS rules, the arbitration
shall provide (i) for written discovery and depositions adequate to give the parties access to
documents and witnesses that are essential to the dispute, taking into account the parties’ mutual
desire to havea fast, cost-effective dispute resolution process; and (ii) for a written decision by the
arbitrator that includes the essential findings and conclusions upon which the decision is based.
The decisionof the arbitrator will be final, conclusive, and binding on the parties to the arbitration.
Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The
conclusion and findingsof the arbitrator and any award shall be kept confidential and the parties
agree to enter into all necessary stipulations to preserve such confidentiality.
(e) Company and Employee shall each bear their own costs, expenses and
attorneys’ fees incurred in conducting the arbitration. To the fullest extent permitted byapplicable
law, except where prohibited and except in disputes where Employee asserts a claim under a state
or federal statute prohibiting discrimination in employment (a “Statutory Discrimination Claim”),
the parties shall split equally the fees and administrative costs charged by the arbitrator and JAMS.
Debbee Klein
Page 13
In disputes where Employee asserts a Statutory Discrimination Claim against Company, Employee
will be required to pay only JAMS’ filing fee to the extent such filing fee does not exceed the fee
to file a complaint in state or federal court. Company shall pay the balance of the arbitrator’s
and/or JAMS’ fees and administrative costs. If any party prevails on a Statutory Discrimination
Claim, a statutory claim which affords the prevailing party attorneys’ fees and costs, orif there is
a written agreement providing for attorneys’ fees and/or costs, the arbitrator may award reasonable
attorneys’ fees and/or costs to the prevailing party, applying the same standards a court would
apply under the law applicable to the claim(s).
(f) BY AGREEING TO SUBMIT THE CLAIMS TO ARBITRATION,

COMPANY AND EMPLOYEE ARE HEREBY WAIVING THE RIGHT TO A JURY TRIAL.
14. |GENERAL PROVISIONS:
14.1. Notices: All notices, required to be given hereunder shall be in writing and
shall be delivered personally, electronically, or by express, certified or registered mail to the
respective addresses of the parties hereto set forth elsewhere in this Agreement, or at such other
addresses as may be designated by written notice. Delivery of any notice shall be deemed
conclusively made (i) if personally delivered at the timeofdelivery, (ii) if delivered by transmittal
over electronic or telephonic transmitting devices (such as telex or telecopy) to the addressee’s
telecopy or telex number, at the timeof transmittal, provided that the party to whom the notice is
delivered has a compatible device, (iii) if delivered by any private overnight express mail service,
twenty-four (24) hours after deposit with such service (this period shall be seventy-two (72) hours
if addressed to or froma party outside the United States), (iv) if mailed, properly addressed and
postage prepaid, three (3) business days from the date of mailing (seven (7) business daysif mailed
to or from a country other than the U.S.).
14.2. Waiver: A waiver by either party of any of the terms or conditions of this
Agreement in any one instance shall not be construed to be a waiver of such term or condition for
the future, or any subsequent breach thereof; all remedies, rights, undertakings, obligations and
agreements contained in this Agreement shall be cumulative, and none of them shall be in
limitation of any other remedy, right, undertaking, obligation or agreement of either party.
14.3. Construction: This Agreement shall be governed by and construed in

accordance with the laws of the State of California applicable to contracts entered into and fully
performed therein. In viewofthe fact that this Agreement was in whole or in part negotiated and
entered into in California, the parties consent to and agree to submit to the jurisdictionofthe courts
of the State of California (and/or the federal courts within California).
14.4. Severability of Provisions: If any provisions hereof as applied to either

party or to any circumstance shall be adjudged by a court or arbitration to be void or unenforceable,
such provision shall be limited only to the extent necessary to comply with such judicial
Debbee Klein
Page 14
determination, and the same shall in no way affect any provisions hereof, the application of such
provision in any other circumstance or the validity or enforceability hereof.
14.5 Entire Understanding: This Agreement contains the entire understanding

of the parties hereto relating to the subject matter herein contained, and this Agreement cannot be
changed, rescinded or terminated orally.
14.6 Assignment: This Agreement is non-assignable by Employee, provided that

Employee may assign the rights to compensation at any time after all services required of
Employee hereunder have been completed. Any such assignment shall, at all times, be subject to
all laws and to all rights of Company. This Agreement may be assigned freely by Company, in
whole or in part, to any party without restriction. Such assignment shall be binding upon Employee
and inure to the benefit of Company’s successors, assignees, licensees, grantees and associated,
affiliated and subsidiary entities and, provided such party assumes and agrees in writing to perform
all of Company’s executory obligations hereunder, such assignment shall be deemed a novation
forever releasing and discharging Company from any further liability or obligation to Employee.
14.7. Successors and Assigns: Except where expressly provided to the contrary,
this Agreement, and all provisions hereof, shall inure to the benefit of and be binding upon the
parties hereto, their successors in interest, assigns, administrators, executors, heirs and devisees.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
PARADIGM TALENT AGENCY, LLC
(“Company”)
wl \ {a
eae
Title: EXECUTIVE VICE PRESIDENT
———BUSINESSAFFAIRS SS”
ACCEPTED AND AGREED:
EIN (“Employee”)
EXHIBIT G
This is to acknowledge that I have received a copy of the PARADIGM ("Company") Employee
Handbook ("Handbook") and understand that it contains important information on the general
personnel policies and rules of PARADIGM and on my benefits and obligations as an employee.
I understand that the information contained in this Handbook is merely a summary of the
Company's present policies, work rules, pay practices and benefits and is not intended to create a
contract of employment, express or implied. I understand the policies contained in this
Handbook supersede and replace any and all other announced policies of the Company covering
the same subject matter as contained herein (with the exception of the Confidentiality of
Information and Conflict of Interest policies contained within this Handbook which are intended
to supplement any separate agreements Employee is required to sign governing such subject
matter).
I further understand and agree that PARADIGM may at any time modify, revoke, suspend,
terminate or change any or all of the policies, rules and benefits outlined in this Handbook, as
well as any other of its plans, policies or procedures, in its sole discretion, with or without notice.
I understand and agree that any claims related to or arising out of my employment with
PARADIGM are subject to arbitration pursuant to the Arbitration of Disputes Section contained
in this Handbook.
I further understand and agree that unless I am a party to a separate Employment Agreement
signed by both myself and the EVP of Business Affairs, my employment at PARADIGM is "at
will" and that either I or the Company may terminate my employment at any time for any reason,
with or without cause. I further understand (i) that only the EVP of Business Affairs has any
authority to enter into any agreement with me for employment for any specified period of time or
to make any agreement which is contrary to my "at will" status; and (ii) that such an agreement
must be in a writing signed by both me and the Executive Vice President of Business Affairs. I
further understand that this acknowledgement of my "at will" status supersedes any and all
previous agreements or promises, express or implied, as to the duration of my employment with
the Company or my "at will" employment status and that this Acknowledgment comprises the
entire agreement between the Company and me with respect to the duration of my employment
at PARADIGM.
My signature below further signifies that I have read this Handbook and that I accept and will
oa.. Hp2le E3
EXHIBIT H
This is to acknowledge that I have received a copy of the PARA
DIGM (“Company”) Employee
Handbook (“Handbook”) and understand that it contains import
ant information on the general
personnel policies and rules of PARADIGM and on my benefi
ts and obligations as an employee.
I understand that the information contained in this Handbook is merel
y a summary of the
Company’s present policies, work rules, pay practices and benefits and
is not intended to createa
contract of employment, express or implied. I understand the polici
es contained in this
Handbook supersede and replace any and all other announced polici
es of the Company covering
the same subject matter as contained herein (with the exception
of the Confidentiality of
Information and Conflict of Interest policies contained within this
Handbook which are intended
to supplement any separate agreements Employee is required to
sign governing such subject
matter).
I further understand and agree that PARADIGM may at any time modify
, revoke, suspend,
terminate or change any or all of the policies, rules and benefits outlin
ed in this Handbook, as
well as any other of its plans, policies or procedures, in its sole discret
ion, with or without notice.
I understand and agree that any claims related to or arising out of my
employment with
PARADIGM are subject to arbitration pursuant to the Arbitration
of Disputes Section contained
in this Handbook.
I further understand and agree that unless Iam a party to a separate

signed by both myself and the EVP of Business Affairs, my emplo
yment at PARADIGM is “at
will” and that either I or the Company may terminate my employment
at any time for any reason,
with or without cause. I further understand (i) that only the EVP of
Business Affairs has any
authority to enter into any agreement with me for employment for
any specified period of time or
to make any agreement which is contrary to my “at will” status; and
(ii) that such an agreement
must be in a writing signed by both me and the Executive Vice Presid
ent of Business Affairs, I
further understand that this acknowledgement of my “at will” status
supersedes any and all
previous agreements or promises, express or implied, as to the durati
on of my employment with
the Company or my “at will” employment status and that this Ackno
wledgment comprises the
entire agrccment between the Company and me with respect to the
duration of my employment
at PARADIGM.
My signature below further signifies that I have read this Handbook

and that I accept and. will
Date: sipan_VL
Print Name:))Q bhee I< <i 1
Version 10-2010
40
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DEBBEE KLEIN vs PARADIGM TALENT AGENCY, LLC, A DELAWARE LIMITED LIABILITY
COMPANY
Case Number: 20STCV12920 Case Type: Civil Unlimited Category: Other Employment Complaint Case
Date Filed: 2020-04-01 Location: Stanley Mosk Courthouse - Department 36
Reservation
Case Name:
DEBBEE KLEIN vs PARADIGM TALENT AGENCY, LLC, A Case Number:
DELAWARE LIMITED LIABILITY COMPANY 20STCV12920
Type: Status:
Motion to Compel Arbitration RESERVED
Filing Party:
Paradigm Talent Agency, LLC, a Delaware limited liability Location:
company (Defendant) Stanley Mosk Courthouse - Department 36
Date/Time: Number of Motions:
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Electronically FILED by Superior Court of California, County of Los Angeles on 04/09/2020 08:59 AM Sherri R.

Carter, Executive Officer/Clerk of Court, by K. Hung,Deputy Clerk

1 KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP

8 Attorneys for Defendant Paradigm Talent

10 SUPERIOR COURT OF THE STATE OF CALIFORNIA

11 COUNTY OF LOS ANGELES, CENTRAL DISTRICT

TEL 310.566.9800 • FAX 310.566.9850

13 DEBBEE KLEIN, an individual, Case No. 20STCV12920

15 vs. NOTICE OF MOTION AND MOTION OF

TEL 310.566.9800 • FAX 310.566.9850

16 DATED: April 8, 2020 KINSELLA WEITZMAN ISER

19 By: /s/ Dale F. Kinsella

3 MEMORANDUM OF POINTS AND AUTHORITIES ...................................................................4

5 II. RELEVANT BACKGROUND..............................................................................................9

6 A. The Parties. .................................................................................................................9

7 B. Klein’s Difficult History At Paradigm. ......................................................................9

8 C. Klein Repeatedly Agrees To Arbitrate All Disputes Related To Her

10 Employment Agreement With Paradigm, She Is An ‘At-Will’ Employee. .............11

11 E. In The Midst Of The Coronavirus Pandemic, Paradigm Temporarily

TEL 310.566.9800 • FAX 310.566.9850

Suspends The Negotiations Over Klein’s New Employment Agreement. ..............12

14 III. THE COURT SHOULD GRANT PARADIGM’S MOTION TO COMPEL KLEIN

19 B. Klein’s Claims Are All Clearly Subject To Binding Arbitration. ............................16

20 1. California’s Public Policy Strongly Favors Arbitration. ..............................16

21 2. Klein’s Claims Clearly Fall Within The Very Broad Arbitration

6 (1986) 475 U.S. 643 ................................................................................................................ 17

7 Brennan v. Opus Bank

10 Diaz v. Sohnen Enterprises

TEL 310.566.9800 • FAX 310.566.9850

12 Dream Theater, Inc. v. Dream Theatre

17 Giuliano v. Inland Empire Personnel, Inc.

20 Harris v. TAP Worldwide, LLC

25 Rodrigues v. American Tech., Inc.

2 Cal. Code of Civ. Pro.

7 Employment Arbitration Rules and Mediation Procedures of the American

TEL 310.566.9800 • FAX 310.566.9850

3 Defendant Paradigm Talent Agency, LLC (“Defendant” or “Paradigm”) hereby moves to

6 under well-established law, Klein’s baseless claims must be arbitrated.

7 In what can only be described as an extraordinary sense of entitlement and arrogance,

TEL 310.566.9800 • FAX 310.566.9850

20 all of Hollywood, Klein gives new meaning to the word untrustworthy.

22 who is referenced in paragraph 16 of the complaint.1 This former Paradigm employee—who

5 extort a lucrative settlement.

TEL 310.566.9800 • FAX 310.566.9850

14 during the COVID-19 crisis.

15 Similarly, Klein’s flimsy allegations of sexism at Paradigm—which are so tenuous they

22 Additionally, Klein’s fabricated complaint is filled with gaping inconsistencies. For

5 years? Nothing about Klein’s spurious allegations make sense.3

TEL 310.566.9800 • FAX 310.566.9850

15 be submitted to a confidential, final and binding arbitration . . . .” (Declaration of Craig Wagner

18 platform to defame Paradigm and Gores.

3 II. RELEVANT BACKGROUND

5 Paradigm is an American-based full service entertainment agency with offices in Los

8 television, music performances, motion picture, theatre, book publishing, digital,

9 commercial/voiceover, content finance, media rights, and brand partnerships.

TEL 310.566.9800 • FAX 310.566.9850

13 working at Paradigm in or about April 1997.

14 B. Klein’s Difficult History At Paradigm.

18 person who routinely clashed5 with others at Paradigm.

11 C. Klein Repeatedly Agrees To Arbitrate All Disputes Related To Her

TEL 310.566.9800 • FAX 310.566.9850

12 Employment With Paradigm, And Any Termination Of That Employment.

16 handbook, and her last written employment agreement.