THE A E O DISPUTE
RESOLUTION PROGRAM
At American Eagle Outfitters (“AEO”), we are proud of our open-door, open-minded
culture. Because you are a valued member of the AEO team, we appreciate open and
honest communication and want you to feel confident in discussing any issue with the
person or people directly involved. As provided in our Code of Ethics and Workplace
Culture Policy, we encourage you to report concerns to your manager or another man-
ager, to Human Resources, or through our Hotline.
We recognize, however, that there may be disputes that you and AEO cannot
resolve through open door channels. The American Eagle Outfitters Dispute
Resolution Program and Agreement (“Program” or “Agreement”) was created for
those situations. It provides a way for you and AEO to resolve certain differences
through mediation or binding arbitration rather than through court proceedings.
Because we believe this method of resolving claims that cannot be completely
addressed through our open-door culture is the best approach, your decision to
apply for employment or continue employment with AEO and/or your signature
below constitutes your acceptance of the Dispute Resolution Program.
Please note, if you are a CALIFORNIA Associate, please refer to the Voluntary
Dispute Resolution Program that immediately follows.
Scope of the Program
Any reference in this Program to AEO also will be a reference to all parents,
subsidiaries, partners, divisions, and affiliated entities, and any companies that are
acquired by AEO or its subsidiaries, parents, partners, divisions, or affiliates, and
all benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates,
and all successors and assigns of any of them.
This Program is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and
evidences a transaction involving commerce.
Claims Covered by the Program
Except for claims excluded below, this Program applies to any dispute arising out
of or related to your employment with AEO or the termination of your employment
with AEO. Under this Program, AEO and you mutually agree to resolve by final and
binding arbitration all claims or controversies , past, present or future, arising out of
or related to your application for employment, employment, and/or the termination
of your employment that AEO may have against you or that you may have against
any of the following: (1) AEO; (2) AEO’s past, current and future officers, direc-
tors, Associates, or agents in their capacity as such or otherwise; (3) AEO’s parent,
subsidiary and affiliated entities; (4) AEO’s benefit plans or the plans’ sponsors, fidu-
ciaries, administrators, affiliates, Associates and agents; and (5) all successors and
assigns of any of them. This Program requires all such claims to be resolved by an
arbitrator through final and binding arbitration (unless the parties are able to work
out a resolution among themselves or through the mediation procedure discussed
below) and not by way of court or a jury trial.
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That said, this Program is intended to apply only to the resolution of disputes that
otherwise could be resolved in a court of law. Thus, the only claims that are subject to ar-
bitration and mediation are those that, in the absence of this Program, could have been
asserted in court under applicable state or federal law, including, but not limited to:
• All disputes relating to the employment relationship and obligations we
may owe one another;
• Claims for unfair competition and violation of trade secrets;
• Claims incidental to the employment relationship but arising after that
relationship ends (including, but not limited to, claims arising out of or
related to post-termination defamation or job references, claims arising
out of or related to any Associate purchase disputes and claims arising out
of or related to post-employment retaliation);
• Claims for wages or other types of compensation due (including, but
not limited to, claims for minimum wage violations, unpaid overtime,
misclassification of exempt status, rest and meal breaks, commissions,
bonuses and overpayment of wages, as well as related claims for damages,
restitution, interest and penalties and claims asserted under any wage
payment laws);
• Claims for breach of any contract or covenant (express or implied);
• Tort or statutory claims for discrimination and/or harassment (including, but
not limited to, race, sex, sexual orientation, religion, national origin, age,
workers’ compensation, military status, pregnancy, marital status, medical
condition, handicap or disability, gender identity and expression, genetic
information, as well as harassment claims based on such categories)1;
• Claims for all types of fringe benefits (except claims under an employee
benefit or pension plan that either (1) specifies that its claims procedure
shall culminate in an arbitration procedure different from this one or (2) is
underwritten by a commercial insurer that decides claims);
• Claims for retaliation, wrongful termination, violation of public policy,
personal injury, negligence and unsafe working conditions; and
• Claims for violation of any federal, state or other governmental law, common
law, constitution, statute, regulation, or ordinance, including, but not limited to,
the Uniform Trade Secrets Act, Fair Credit Reporting Act, Title VII of the Civil
Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Em-
ployment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee
Retirement Income Security Act, Genetic Information Non-Discrimination Act,
Uniformed Services Employment and Reemployment Rights Act, Worker
DISPUTE RESOLUTION
Adjustment and Retraining Notification Act, Older Workers Benefits Protection
Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus
Budget Reconciliation Act of 1985, False Claims Act, California Fair Employ-
ment and Housing Act, California Family Rights Act, California Labor Code,
California Code of Regulations, Title 8, section 11070 and California Industrial
Welfare Commission Wage Orders.
Nothing in this Program prevents you from making a report to or filing a claim or
charge with a governmental agency, including without limitation, the Equal Employ-
ment Opportunity Commission, U.S. Department of Labor, Securities Exchange
1 Disputes involving sexual assault and sexual harassment are not required to be
arbitrated under this Program, however, you may voluntarily choose to arbitrate
any such claims.
ASSOCIATE HANDBOOK 135
Commission, National Labor Relations Board, Occupational Safety and Health Ad-
ministration, Office of Federal Contract Compliance Programs, or law enforcement
agencies, and nothing in this Program prevents the investigation by a government
agency of any report, claim or charge otherwise covered by this Program. This
Program also does not prevent federal administrative agencies from adjudicating
claims and awarding remedies based on the claims addressed in this paragraph,
even if the claims would otherwise be covered by this Program. Nothing in this Pro-
gram prevents or excuses a party from exhausting administrative remedies by filing
any charges or complaints required by any governmental agency (including without
limitation the Equal Employment Opportunity Commission and/or similar state or
local agency) before bringing a claim in arbitration. AEO will not retaliate against
you for filing a claim with an administrative agency or for exercising rights (individu-
ally or in concert with others) under Section 7 of the National Labor Relations Act.
Claims Not Covered by the Program
Claims for workers’ compensation benefits, state disability insurance benefits and
unemployment compensation benefits are not covered by this Program; however, it
applies to discrimination or retaliation claims based upon seeking such benefits. Claims
brought in small claims court, or a state’s equivalent court, are not covered by this
Program so long as such claims are brought only in that court. If any such claim is trans-
ferred or appealed to a different court, you or AEO may require arbitration, and the
conduct of any party during the small claims proceeding shall not be a ground for
waiver of the right to arbitrate. Disputes that may not be subject to a predispute arbi-
tration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer
Protection Act (Public Law 111-203) or other controlling federal statute are excluded
from the coverage of this Program. Also not covered under this Agreement are Private
Attorneys General Act representative claims brought on behalf of the state under the
California Labor Code — which must be maintained in a court of law. However, a claim by
you on your own behalf as an aggrieved Associate for recovery of underpaid wages (as
opposed to a representative claim for civil penalties) is arbitrable under this Agreement.
The parties may also pursue temporary and/or preliminary injunctive relief in a court
of competent jurisdiction — because the award to which the party may be entitled in
arbitration may be rendered ineffectual without such relief. Examples of such claims,
without limitation, are tortious interference with prospective employment, the protec-
tion of confidential information, trade secret violations, prevention of unfair competition
or enforcement of post-employment contractual restrictions related to same; provided,
however, that all issues of final relief shall continue to be decided through arbitration,
and the pursuit of the temporary and/or preliminary injunctive relief described herein
shall not constitute a waiver of the parties’ agreement to arbitrate by any party.
Class Action Waiver
There will be no right or authority for any dispute to be brought, heard, or arbitrated
as a class and/or collective action (“Class Action Waiver”), nor shall the Arbitrator have
any authority to hear or arbitrate any such dispute. The Class Action Waiver will be
severable from this Agreement in any case in which there is a final judicial determina-
tion that the Class Action Waiver is invalid, unenforceable, unconscionable, void or
voidable. In such case, the class action and/or collective action must be litigated in a
civil court of competent jurisdiction — not in arbitration.
Regardless of anything else in this Program and/or any rules or procedures that
might otherwise be applicable by virtue of this Program or by virtue of any arbitration
136
organization rules or procedures that now apply or any amendments and/or modifica-
tions to those rules, the interpretation, applicability, enforceability or formation of this
Class Action Waiver, including, but not limited to, any claim that all or part of this Class
Action Waiver is unenforceable, unconscionable, void or voidable, may be determined
only by a court of competent jurisdiction and not by an arbitrator.
Mediation
What Is Mediation and How Does It Work?
In order for mediation to occur under this Program, both you and AEO must mutually
agree to participate in it. At any point prior to arbitration, you and AEO both may agree
to present the claims at issue to a neutral third party, called a Mediator, who will assist
in resolving them.
When you and AEO request mediation, the American Arbitration Association (“AAA”)
will assign a professional Mediator, unless you and AEO are able to mutually agree
upon a mediator to mediate the dispute. The first mediation meeting will be arranged
at a convenient location after the Mediator is selected. You and representatives from
AEO will meet with the Mediator, who will guide your discussions and help you work
out your differences. The Mediator may meet separately and confidentially with you
and with AEO to develop a better understanding of the problem and help you resolve
it. While mediation is usually successful in helping the parties reach a settlement, if it
is not successful, you or AEO still have the option to take your dispute to arbitration for
a final and binding decision.
How Is Mediation Requested?
To request mediation, you may send a Request for Mediation to American Eagle
Outfitters, Inc., ATTN: Legal Department, 77 Hot Metal Street, Pittsburgh, PA
15203. A Request for Mediation to you will be sent to the last home address you
provided in writing to AEO. The Request for Mediation shall clearly state “Request
for Mediation” at the beginning of the first page and shall identify and describe
the nature of all claims asserted and the facts upon which such claims are based
and the relief or remedy sought. The Request for Mediation shall be sent to the
other party by certified or registered mail, return receipt requested, and first class
mail. Upon receipt or issuance of a Request for Mediation, AEO, should it also
wish to participate in mediation of your claim, will send a copy of the request to
either AAA or JAMS to initiate the mediation. AEO will pay any fees or charges
from JAMS, AAA or the mediator associated with the mediator’s service. A party
seeking to mediate any claims under this Program must make a written “Request
DISPUTE RESOLUTION
for Mediation” to the other party no later than the expiration of the statute of limi-
tations (deadline for filing) that applicable state or federal law prescribes for the
claim at issue. Where mediation occurs, the statute of limitations for requesting
arbitration will be tolled from the date the Request for Mediation is received until
the mediation is concluded.
Neither you nor AEO is obligated to utilize this mediation procedure in order to
pursue arbitration. This voluntary mediation procedure is not a prerequisite for
requesting arbitration.
ASSOCIATE HANDBOOK 137
Time Limitations for Commencing
Arbitration & Required Notice of
All Claims
How Long Does a Party Have to
Request Arbitration?
A party asserting any claims under this Program must make a written Request for
Arbitration of any claim to the other party no later than the expiration of the statute
of limitations (deadline for filing) that applicable state or federal law prescribes for
the claim. The parties are encouraged to make a written Request for Arbitration of
any claim as soon as possible after the event or events in dispute so that arbitration
of any differences may take place promptly.
How Is Arbitration Requested?
If either party intends to seek arbitration under this Agreement, the party seeking
arbitration must first notify the other party of the dispute in writing at least sixty (60)
days in advance of initiating the arbitration, which is described in more detail below.
Notice to AEO should be sent to American Eagle Outfitters, Inc. Legal Department,
77 Hot Metal Street, Pittsburgh, PA 15203. A Request for Arbitration to you will be
sent to the last home address you provided in writing to AEO.
The notice must include enough information to allow us to assess and attempt to
resolve your claim, including a description of the claim, the specific facts supporting
the claim, the damages you claim to have suffered, and the relief you are seeking. This
notice requirement is designed to allow AEO to make a fair, fact-based offer of settle-
ment if it chooses to do so. You cannot proceed to arbitration unless you provide this
information. You may choose to be represented by an attorney or other person as part
of this process, but if you are represented by someone else, you must submit a letter
or other writing authorizing us to discuss your claims with that person. Whether the
notice provided is sufficient to proceed to arbitration is an issue to be decided by a
court prior to the filing of any demand for arbitration.
If you have provided this information and we are unable to resolve our dispute within
sixty (60) days, either Party may then proceed to file a claim for arbitration (see below).
Arbitration Procedures
What Procedural Rules Govern the Arbitration?
Unless the parties mutually select an arbitrator, www.adr.org, www.jamsadr.com,
www.fedarb.com, the arbitration will be held under the auspices of the American
Arbitration Association (“AAA”), and, except as provided in this Program, shall be
in accordance with the then current Employment Arbitration Rules and Mediation
Procedures of the AAA (“AAA Rules”). The AAA Rules are available at www.adr.org/
employment or by using a service such as www.google.com or www.Bing.com to
search for “AAA Employment Arbitration Rules.” If there is a conflict between the AAA
Rules and this Agreement, this Agreement shall control. Additionally, nothing in the
AAA Rules or any arbitration sponsoring organization’s rules or procedures and/or
any modification to them shall affect the enforceability and validity of the Class Action
138
Waiver, including, but not limited to, the provision that the enforceability of the Class
Action Waiver may be determined only by a court and not by an arbitrator.
Unless the parties jointly agree otherwise, the Arbitrator must be an attorney
experienced in employment law and licensed to practice law in the state in which
the arbitration is convened, or a retired judge from any jurisdiction. Unless the
parties jointly agree otherwise, the arbitration will take place in or near the city
where I am currently employed or was last employed by the Company.
In the event the parties do not mutually choose an arbitrator, the Arbitrator will be
selected as follows: The AAA will give each party a list of seven (7) arbitrators (who are
subject to the qualifications listed in the preceding paragraph) drawn from its panel
of arbitrators. Each party will have ten (10) calendar days to strike all names on the list
it deems unacceptable. If only one common name remains on the lists of all parties,
that individual will be designated as the Arbitrator. If more than one common name
remains on the lists of all parties, the parties will strike names alternately from the list
of common names by telephone conference administered by AAA, with the party to
strike first to be determined by a coin toss conducted by AAA, until only one remains.
If no common name remains on the lists of all parties, the AAA will furnish an addition-
al list of seven (7) arbitrators from which the parties will strike alternately by telephone
conference administered by AAA, with the party to strike first to be determined by a
coin toss conducted by AAA, until only one name remains. That person will be desig-
nated as the Arbitrator. If the individual selected cannot serve, AAA will issue another
list of seven (7) arbitrators and repeat the alternate striking selection process.
Specific Procedural Rules for Individual
Arbitration
The Arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for
summary judgment by any party and shall apply the standards governing such motions
under the Federal Rules of Civil Procedure. The Arbitrator shall apply the substantive law
including, but not limited to, applicable statutes of limitations (and the law of remedies,
if applicable) of the state in which the claim arose, or federal law, or both, as applicable
to the claim(s) asserted. The Federal Rules of Evidence shall apply. The Arbitrator, and
not any federal, state or local court or agency, shall have exclusive authority to resolve
any dispute relating to the interpretation, applicability, enforceability or formation of this
Program, including, but not limited to, any claim that all or part of this Program is void or
voidable. As stated in the “Class Action Waiver”, and the pre-arbitration notice require-
ment (both described above), however, the preceding sentence shall not apply to the
clause entitled “Class Action Waiver” or to the sufficiency of a pre-arbitration notification.
DISPUTE RESOLUTION
Any party, upon request at the close of hearing, shall be given leave to file a post-
hearing brief with the Arbitrator and serve it on the other party. The time for filing
and service of such a brief shall be set by the Arbitrator, but in no event shall it be
less than 30 days from the close of the arbitration.
The Arbitrator may award any party any remedy to which that party is entitled in
his or her individual capacity under applicable law (including, without limitation,
legal, equitable and injunctive relief), but such remedies shall be limited to those
that would be available to a party in a court of law for the claims presented to and
decided by the Arbitrator.
The Arbitrator shall render an award by written opinion no later than thirty
days from the date the arbitration hearing concludes or the posthearing briefs
ASSOCIATE HANDBOOK 139
(if requested) are received, whichever is later, unless the parties agree otherwise.
The opinion shall be in writing, state the essential findings of fact and conclusions
of law, and shall specifically include the factual and legal basis for the award.
Specific Rules Related to Discovery
Each party shall have the right to take the deposition of two individuals and any
expert witnesses designated by another party. Each party also shall have the right
to propound requests for production of documents to any party. In addition, each
party shall have the right to subpoena witnesses and documents for the arbitration
and during the course of discovery. The Arbitrator shall have exclusive authority
to consider and enter orders concerning any issue related to the quantity or con-
duct of discovery. Each party to this Program can request that the Arbitrator allow
additional discovery, and additional discovery may be conducted pursuant to the
parties’ mutual stipulation or as ordered by the Arbitrator. This discovery provision
applies only to arbitration of claims, not mediation.
Arbitration Fees and Costs
In all cases where required by law, AEO will pay the Arbitrator’s and arbitration
fees and costs for individual arbitrations. The fees and costs for Coordinated
Arbitrations are described below. If under applicable law AEO is not required to
pay all of the Arbitrator’s and/or arbitration fees and costs, such fees and costs
will be apportioned between the parties in accordance with applicable law. The
Arbitrator shall determine all factual and legal issues regarding the payment and/
or apportionment of fees and costs.
Each party shall pay for its own costs and attorneys’ fees, if any. If, however, any
party prevails on a claim which affords the prevailing party attorneys’ fees and
costs, or if there is a written agreement providing for fees and costs, the Arbitrator
may award reasonable fees and costs to the prevailing party as provided by law or
agreement of the parties.
In the event the law (including the common law) of the jurisdiction in which the
arbitration is held requires a different allocation of arbitral fees and costs in order
for this Program to be enforceable, then such law shall be followed.
Judicial Review
Judicial review shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 9-11.
The decision of the Arbitrator may be entered and enforced as a final judgment in
any court of competent jurisdiction.
Coordinated Arbitration
A “Coordinated Arbitration” is deemed to exist when 10 or more individual
pre-arbitration notices are submitted within sixty (60) calendar days of one
another by or with the assistance or coordination of the same law firms or or-
ganizations that are subject to a common set of factual and legal issues. Please
note that the pre-arbitration notification requirement must be satisfied for each
individual claimant even in the case of a Coordinated Arbitration.
In the event the circumstances of a Coordinated Arbitration exist, Counsel for AEO
and counsel for any employee-parties shall then select five cases to proceed first
140
in arbitration in a bellwether proceeding. The remaining cases shall not be filed
in arbitration until the first five have been resolved. If the parties are unable to
resolve the remaining cases after the conclusion of the bellwether proceeding,
each side may select another five cases to proceed to arbitration for a second
bellwether proceeding. This process may continue until the parties are able to
resolve all of the claims, either through settlement or arbitration. A court will have
authority to enforce this clause and, if necessary, to enjoin the mass failing of
arbitration demands against AEO.
If your claim is part of a Coordinated Arbitration, AEO will pay any administra-
tive or arbitrator fees charged by AAA at the conclusion of the arbitration if you
fully participate in the proceeding. If, however, the arbitrator determines that your
claim was filed for purposes of harassment or is patently frivolous, the Arbitrator
will require you to reimburse AEO for any filing, administrative, or arbitrator fees
associated with the arbitration.
Anti-Retaliation
It is against AEO policy for anyone to be subject to retaliation if he or she exercises
his or her right to assert claims under this Program. If you believe that you have been
retaliated against by anyone at AEO, you must immediately report the retaliation to
the Human Resources Department.
Sole and Entire Agreement
This is the complete agreement of the parties on the subject of arbitration of disputes.
This Program shall survive the termination of your employment and the expiration
of any benefits, and will apply upon re-employment by AEO if your employment is
ended but later renewed. Unless this Program in its entirety is deemed void, unen-
forceable or invalid, this Program supersedes any prior or contemporaneous oral or
written understandings on the subject. No party is relying on any representations,
oral or written, on the subject of the effect, enforceability or meaning of this Program,
except as specifically set forth in this Program.
Construction
Except as provided in the clause entitled “Class Action Waiver,” above, if any
provision of this Program is deemed to be void or voidable or otherwise unenforce-
able, in whole or in part, such provision shall be severed from this Program, and
DISPUTE RESOLUTION
the adjudication shall not affect the validity of the remainder of the Program. All
remaining provisions shall remain in full force and effect. A waiver of one or more
provisions of this Program by any party shall not be a waiver of the entire Program.
Consideration
The mutual obligations by you and AEO to arbitrate differences provide
consideration for each other.
At-Will Employment
This Program does not in any way alter the “at-will” status of your employment.
ASSOCIATE HANDBOOK 141
