TODD ENERGY CORPORATION ARBITRATION AGREEMENT
Although Todd Energy Corporation hopes that employment disputes with its employees will not occur, TODD
ENERGY CORPORATION believes that when these disputes do arise, it is in the mutual interest of all
concerned to handle them promptly and with a minimum of disturbance to the operations of TODD ENERGY
CORPORATION's businesses and the lives of its employees.
Accordingly, the parties agree that in order to provide for more expeditious resolution of certain employment-
related disputes that may arise between TODD ENERGY CORPORATION and its employees, TODD
ENERGY CORPORATION has instituted a mandatory arbitration procedure (the TODD ENERGY
CORPORATION Arbitration Procedure or the Procedure) for all employees. Under the Procedure, certain
disputes that may arise from your employment with TODD ENERGY CORPORATION or the termination of
your employment must be submitted for resolution by mandatory binding arbitration.
In both parties agreeing to submit certain employment disputes for resolution by private binding arbitration,
you acknowledge that this Agreement is given in exchange for rights to which you are not otherwise entitled-
-namely, your employment as a TODD ENERGY CORPORATION employee and the more expeditious
resolution of employment disputes. In exchange for your agreement to submit these disputes to binding
arbitration, TODD ENERGY CORPORATION likewise agrees to the use binding arbitration as the exclusive
forum for resolving employment disputes covered by this Agreement.
Hence, both parties agree that they shall be precluded from bringing or raising in court or another forum any
dispute that was or could have been brought or raised under the procedures set forth in this Agreement.
The TODD ENERGY CORPORATION Arbitration Procedure
1. Both parties mutually agree that as a condition of your employment at TODD ENERGY CORPORATION,
any controversy or claim arising out of or relating to your employment relationship with TODD ENERGY
CORPORATION or the termination of that relationship, except those claims specifically excluded from
arbitration by federal and state law, must be submitted for final and binding resolution by a private and impartial
arbitrator, to be jointly selected by you and TODD ENERGY CORPORATION.
a. Claims Covered: The parties to this agreement mutually agree to submit to binding arbitration:
i. Any dispute concerning the eligibility to arbitrate of any such controversy or claim; and
ii. Claims including, but is not limited to, any claim that could be asserted in court or before an administrative
agency or claims for which the employee has an alleged cause of action, including without limitation claims
for breach of any contract or covenant (express or implied); tort claims; claims for discrimination (including,
but not limited to, discrimination based on sex, pregnancy, race, national or ethnic origin, age, religion, creed,
marital status, sexual orientation, mental or physical disability or medical condition or other characteristics
protected by statute); claims for wrongful discharge; violations for wrongful discharge in violation of public
policy; violations of the Family and Medical Leave Act (FMLA); violations of confidentiality or breaches of trade
secrets; and/or claims for violation of any federal, state or other governmental law, statute, regulation or
ordinance, and whether based on statute or common law; and claims includes, but is not limited to: claims for
breach of any implied or express contract or covenant; claims for promissory estoppel; claims of entitlement
to any pay (other than the pay promised in paragraph 2); claims of wrongful denial of insurance and employee
benefits; claims for emotional distress, psychological injury, and physical injury to date; claims for wrongful
termination, public policy violations, defamation, invasion of privacy, fraud, misrepresentation, or other
common law or tort matters; (CALIFORNIA EMPLOYERS ONLY - claims under California Labor and
Government Codes; claims based upon the California Constitution); claims based on restrictions on any
employer’s right to terminate, not to hire or promote employees, or to change an employee’s compensation;
and claims based on any federal, state or other governmental statute, regulation or ordinance, including,
without limitation: Title VII of the Civil Rights Act of 1964; CALIFORNIA EMPLOYERS ONLY - the California
Fair Employment and Housing Act; the California Family Rights Act); the Fair Labor Standards Act; the Equal
Pay Act; the Americans with Disabilities Act; the Labor Management Relations Act; and the Employee
Retirement Income Security Act.
iii. The parties further agree that this agreement includes all those claims whether made against TODD
ENERGY CORPORATION, any of its subsidiary or affiliated entities or its individual officers or directors (in an
official or personal capacity).
b. Claims Not Covered: Both parties mutually agree that this agreement does not cover the following claims:
i. A claim for workers' compensation benefits;
ii. A claim for unemployment compensation benefits;
iii. A claim under the National Labor Relations Act (NLRA), as amended;
iv. A claim by TODD ENERGY CORPORATION for injunctive or other equitable relief, including without
limitation claims for unfair competition and the use or unauthorized disclosure of trade secrets or confidential
information, for which TODD ENERGY CORPORATION may seek and obtain relief from a court of competent
jurisdiction; and
v. A claim based upon TODD ENERGY CORPORATION's current (successor or future) employee benefits
and/or welfare plans that contain an appeal procedure or other procedure for the resolution of disputes under
the plan.
c. Internal Efforts: Both parties mutually agree that as a prerequisite for submitting an employment dispute to
binding arbitration, both you and TODD ENERGY CORPORATION agree to make good faith efforts at
resolving any dispute internally on an informal basis through TODD ENERGY CORPORATION management
channels appropriate to that particular dispute. Roy Todd or the Store Manager will be your points of contact
to attempt informal resolution. Only when those internal efforts fail may an employment dispute be submitted
to binding arbitration under the terms of the Procedure.
d. Binding Arbitration: Both parties mutually agree that if a covered dispute remains unresolved at the
conclusion of informal efforts either party may submit the dispute for resolution by final binding confidential
arbitration under the Procedure. The arbitration will be conducted under the Employment Dispute Resolution
Rules of the AAA (American Arbitration Association) with the additional proviso that the Procedure shall be
conducted on a confidential basis. These Rules, incorporated by reference into this Procedure, include (but
are not limited to) the procedures for the joint selection of an impartial arbitrator and for the hearing of evidence
before the arbitrator. The arbitrator shall have the authority to allow for appropriate discovery and exchange
of information before a hearing, including, but not limited to, production of documents, information requests,
depositions and subpoenas. A copy of the complete AAA Employment Dispute Resolution Rules may be
obtained from an Officer of Todd Energy Corporation.
i. The parties agree that any conflict between the rules and procedures set forth in the AAA rules and those
set forth in this Agreement shall be resolved in favor of those in this Agreement.
ii. It is mutually agreed to by both parties that the burden of proof at arbitration shall at all times be on the party
seeing relief.
iii. The parties agree that in reaching a decision, the arbitrator shall apply the governing substantive law
applicable to the claims, causes of action and defenses asserted by the parties as applicable in the State of
California. The arbitrator shall have the power to award all remedies that could be awarded by a court or
administrative agency in accordance with the governing and applicable substantive law, including, without
limitation, Title VII, the Age Discrimination in Employment Act, the Family and Medical Leave Act and any
other applicable civil rights and employment laws.
f. Time Limits and Procedures: Both parties mutually agree that the aggrieved party must give written notice
of any claim to the other party as soon as possible after the aggrieved first knew or should have known of the
facts giving rise to the claim. The written notice shall describe the nature of all claims asserted and the facts,
upon which those claims are based and shall be mailed to the other party by certified or registered mail, return
receipt requested. Any such notice mailed to TODD ENERGY CORPORATION shall be addressed to TODD
ENERGY CORPORATION 1350 E. PACHECO BL., STE B #175 LOS BANOS, CA 93635.
i. The parties mutually agree that any mediation or arbitration conducted under this Agreement shall take place
with American Arbitration Association (AAA), preferably in Tuolumne or Merced County, unless an alternative
location is chosen by the mutual agreement of the parties. The arbitrator shall render a decision and award
within 30 days after the close of the arbitration hearing or at any later time on which the parties may agree.
The award shall be in writing and signed and dated by the arbitrator and shall contain express findings of fact
and the basis for the award.
ii. It is agreed by all parties that TODD ENERGY CORPORATION shall pay all arbitration related
administrative fees. All other costs and expenses associated with the arbitration, including, without limitation,
each party's respective attorneys' fees, shall be borne by the party incurring the expense unless by law the
prevailing party is entitled to attorney fees and or costs.
iii. By mutual agreement of the parties, a judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction. The award may be vacated or modified only on the grounds specified in the
U.S. Arbitration Act or other applicable law.
g. Waiver of right to bring a class, collective, or other representative action claims
Except as otherwise required under applicable law, (1) EMPLOYEE and COMPANY expressly intend and
agree that class action and representative action procedures shall not be asserted, nor will they apply, in any
arbitration pursuant to this Policy/Agreement; (2) EMPLOYEE and COMPANY agree that each will not assert
class action or representative action claims against the other in arbitration or otherwise; and (3) each of
EMPLOYEE and COMPANY shall only submit their own, individual claims in arbitration and will not seek to
represent the interests of any other person.
h. No Retaliation/Employment At-Will:
i. The parties mutually agree that under no circumstances will a TODD ENERGY CORPORATION employee
be retaliated against in any way for invoking the Procedure in good faith to seek the resolution of a dispute.
TODD ENERGY CORPORATION managers who engage in such retaliation will be subject to discipline under
the appropriate TODD ENERGY CORPORATION disciplinary procedures.
ii. It is agreed by all parties that the TODD ENERGY CORPORATION Arbitration Procedure does not in any
way alter the at-will employment status of TODD ENERGY CORPORATION employees. TODD ENERGY
CORPORATION and its employees are always free to terminate the employment relationship at any time for
any lawful reason and employment is not for any specific or definite duration.
2. The parties mutually agree that this Agreement sets forth the complete agreement of the parties on the
subject of arbitration of the covered claims defined above and supersedes any prior or contemporaneous oral
or written understanding on these subjects. No party is relying on any representations, oral or written, on the
subject or the effect, enforceability or meaning of this Agreement, except as specifically set forth in this
Procedure.
It is mutually agreed that by providing your signature below, you indicate your agreement to the terms set forth
above. By the provision of the signature of the TODD ENERGY CORPORATION Officer named below, TODD
ENERGY CORPORATION indicates its agreement, as well, to the terms set forth in this Procedure. Both
parties understand that by agreeing to the terms in this Procedure, both are giving up any constitutional or
statutory right they may possess to have covered claims decided in a court of law before a judge or a jury.
