RETAIL MERCHANDISING SERVICES, INC.

ARBITRATION POLICY

Scope and Summary of the Arbitration Policy

This Arbitration Policy applies to all employees and applicants for employment with Retail Merchandising
Services, Inc. (“RMS”). Applicants who wish to be considered for employment by RMS after the effective date
of this Arbitration Policy on January 26, 2019 must read and accept its terms in order for RMS to consider their
applications for employment. By becoming or remaining employed by RMS after the January 26, 2019
effective date of this Arbitration Policy, employees agree to its terms.

RMS recognizes that differences may arise between RMS and applicants or employees that cannot be resolved
without the assistance of an outside party. As a result, any and all claims, disputes, or controversies arising out
of or relating to applications for employment, employment with RMS, and the termination of employment at
RMS (collectively referred to in this policy as “Claims”) will be resolved exclusively by arbitration to be
administered by a neutral dispute resolution agency. Unless mutually agreed to otherwise at the time of the
dispute, the American Arbitration Association (“AAA”) will administer the arbitration pursuant to its
Employment Arbitration Rules. Copies of AAA’s Rules are available on AAA’s website (www.adr.org) and upon
request from Human Resources at HR@rmservicing.com.

Covered and Excluded Claims

Claims covered by this arbitration policy include, but are not limited to, the following:

 Contract and promissory estoppel claims

 Tort claims such as defamation, negligent or intentional infliction of emotional distress, malicious
prosecution, false imprisonment, assault, battery, or invasion of privacy
 Wrongful discharge claims
 Fraud and misrepresentation claims
 Breach of fiduciary duty claims
 Negligence claims
 Discrimination, harassment, retaliation, and whistleblower claims
 Claims under any federal, state, or local statue, regulation, wage order, or ordinance concerning
recruitment, background check, hire or non-hire, employment terms and conditions, wages and
compensation, promotion or non-promotion, leaves of absence, employee benefits, and employment
termination, such as:
o Title VII of the Civil Rights Act
o The Americans with Disabilities Act
o The Age Discrimination in Employment Act
o The Equal Pay Act
o The Genetic Information and Nondiscrimination Act
o The Family and Medical Leave Act
o The Fair Labor Standards Act
o The Uniformed Services Employment and Reemployment Rights Act
o The Worker Adjustment and Retraining Notification Act
o The Employment Retirement and Income Security Act

1
Retail Merchandising Services, Inc. Arbitration Policy Eff. 1/26/19
 o The Fair Credit Reporting Act
o The Minnesota Human Rights Act, California Labor Code, or any other State’s labor codes or
statutes concerning employment practices
 Expense reimbursement claims
 Unfair business practice claims
 Claims for non-payment, incorrect payment, or late payment of wages, overtime, commissions,
bonuses, premium pay, penalty pay, split shift pay, reporting time pay, paid sick leave, Paid Time Off,
vacation, or any other compensation, whether such claims are based on an alleged contract, any
federal, state, or municipal law, or any other theory
 Claims alleging noncompliant or missed meal or rest breaks

Claims include claims against individuals who are current or former RMS directors, officers, employees,
fiduciaries of RMS’ employee benefit plans, third parties who provide administrative services to RMS’
employee benefits plans, or agents who acted on RMS’ behalf or as to whose actions the employee or
applicant seeks to hold RMS liable. All of these individuals or entities are third party beneficiaries of this
Arbitration Policy.

This Policy does not apply to the following claims:

 Claims that may not be subject to mandatory pre-dispute arbitration as provided by the Dodd-Frank
Wall Street Reform and Consumer Protection Act or other applicable federal law
 Claims for benefits under RMS’ group health, disability, severance, vision, or dental employee benefits
plans
 Representative claims under California’s Private Attorneys General Act (“PAGA”)
 Claims for worker’s compensation benefits, unemployment insurance benefits, or other government
benefits
 Claims by RMS seeking injunctive or declaratory relief due to allegations of unfair competition, unfair
business practices, breach of an employee’s duty of loyalty, the unauthorized disclosure of trade
secrets or confidential information, or the breach of non-competition agreements, non-solicitation
agreements, or other restrictive covenants.

This Arbitration Policy shall be enforceable pursuant to and interpreted in accordance with the provisions of
the Federal Arbitration Act.

Administrative Charges

This Agreement does not affect or limit the right of an applicant or employee to file an administrative charge
with a state or federal agency such as the Equal Employment Opportunity Commission or National Labor
Relations Board. For any Claims where the law requires that an administrative procedure be followed before
bringing an action in court (for example, filing an EEOC charge and receiving a Right to Sue Letter, or filing an
administrative claim for benefits under the terms of an employee benefits plan), the person asserting the
Claim must exhaust that procedure before bringing the Claim in arbitration. In accordance with applicable law,
RMS will not retaliate against any applicant or employee for filing a report, charge, or complaint with a
government agency or for exercising rights under Section 7 of the National Labor Relations Act.

Class Action, Collective Action, and Representative Action Waiver

Because this Arbitration Policy is intended to resolve disputes as quickly as possible, the Arbitrator shall not
have the authority to consolidate the claims of other employees into a single proceeding, to fashion a

2
Retail Merchandising Services, Inc. Arbitration Policy Eff. 1/26/19
proceeding as a class, collective action, or representative action, or to award relief to a class or group of
employees. All Claims covered by this Arbitration Policy must be arbitrated on an individual basis. All
applicants and RMS employees waive any and all rights to litigate covered Claims against RMS on a class,
collective, or representative basis.

Arbitration Procedures

The Arbitrator shall have the authority to award the same damages and other relief that would have been
available in court pursuant to applicable law. The Arbitrator will have the authority to limit discovery and
other pretrial processes to what is necessary for a prompt and inexpensive resolution of the dispute. It is
expected that the arbitration hearing will be held within 180 days of the appointment of the Arbitrator. The
AAA Employment Arbitration Rules will govern the allocation of costs between the parties and the course of
the proceedings unless otherwise agreed. The Arbitrator shall not have the authority to add to, amend, or
modify existing law or to alter the at-will status of the relationship between RMS and its employees.

The Arbitrator shall have the authority to consider and rule on dispositive motions such as motions to dismiss
or motions for summary judgment in accordance with the standards and burdens generally applicable to such
motions in court, except that the Arbitrator may establish appropriate and less formal standards and
procedures for such motions at the Arbitrator’s discretion consistent with the expedited nature of arbitration
proceedings. The Arbitrator may issue subpoenas to compel the attendance of witnesses at the arbitration
hearing and to compel the production of documents during discovery and shall do so upon reasonable request
of either party. The Arbitrator shall have the exclusive authority to resolve any dispute relating to the
interpretation, applicability, enforceability, or formation of this Arbitration Policy, including, but not limited to,
any claim that any part of this Arbitration Policy is unenforceable, void, or voidable, except that any contention
that the class, collective, or representative action waiver is unenforceable must be decided by a court and not
an arbitrator.

Arbitration under this Policy will be instead of a court or jury trial. The arbitrator will make a written decision,
which will include its legal and factual basis. The arbitrator’s award is final and may be entered in any court of
competent jurisdiction.

The party initiating the Claim must pay the administrative filing fee. RMS will pay the arbitrator’s fees and
costs. The parties to the arbitration will pay their own attorney’s fees, if any, incurred in connection with the
arbitration, but the Arbitrator will have the authority to award attorney’s fees and costs if a contract, statute,
or other applicable law authorizes the award of attorney’s fees and costs to the prevailing party.

General Provisions

If any provisions of AAA’s Employment Arbitration Rules or of this Arbitration Policy are determined by the
Arbitrator or by any court of competent jurisdiction to be unlawful, invalid, or unenforceable, such provisions
shall be severed or modified so that the remaining provisions may be enforced to the greatest extent
permissible under the law. This Arbitration Policy may be modified or terminated by RMS after thirty days
written notice. Any modifications or terminations shall be prospective only and shall not apply to any claims or
disputes that are pending in arbitration or that have been initiated by either party.

3
Retail Merchandising Services, Inc. Arbitration Policy Eff. 1/26/19