Tesla 2016 Annual Report Download - page 98

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Judicial Arbitration and Mediation Services/Endispute, Inc. (“J AMS”), or its successors, under the then current rules of JAMS for
employment disputes; provided that:
a. Any claim, dispute, or cause of action must be brought in a party’s individual capacity, and not as a plaintiff or class
member in any purported class or representative proceeding; and
b. The arbitrator shall have the authority to compel adequate discovery for the resolution of the dispute and to award such
relief as would otherwise be permitted by law; and
c. The arbitrator shall not have the authority to consolidate the claims of other employees and shall not have the authority
to fashion a proceeding as a class or collective action or to award relief to a group or class of employees in one
arbitration proceeding; and
d. The arbitrator shall issue a written arbitration decision including the arbitrator’s essential findings and conclusions and
a statement of the award; and
e. Both you and Tesla shall be entitled to all rights and remedies that you or Tesla would be entitled to pursue in a court
of law; and
f. Tesla shall pay all fees in excess of those which would be required if the dispute was decided in a court of law.
Nothing in this agreement is intended to prevent either you or Tesla from obtaining injunctive relief in court to prevent irreparable
harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, you and Tesla each have the right to
resolve any issue or dispute arising under the Proprietary Information and Inventions Agreement by Court action instead of
arbitration.
Arbitrable claims do not include, and this Agreement does not apply to or otherwise restrict, administrative claims you may bring
before any government agency where, as a matter of law, the parties may not restrict your ability to file such claims (including
discrimination and/or retaliation claims filed with the Equal Employment Opportunity Commission and unfair labor practice
charges filed with the National Labor Relations Board). Otherwise, it is agreed that arbitration shall be the exclusive remedy for
administrative claims.
You acknowledge and agree that: (i) in the course of your employment by the Company, it will be necessary for you to create,
use, or have access to (A) technical, business, or customer information, materials, or data relating to the Company’s present or
planned business that has not been released to the public with the Company’s authorization, including, but not limited to,
confidential information, materials, or proprietary data belonging to the Company or relating to the Company’s affairs
(collectively, “Confidential Information”) and (B) information and materials that concern the Company’s business that come into
the Company’s possession by reason of employment with the Company (collectively, “Business Related Information”); (ii) all
Confidential Information and Business Related Information are the property of the Company; (iii) the use, misappropriation, or
disclosure of any Confidential Information or Business Related Information would constitute a breach of trust and could cause
serious and irreparable injury to the Company; and (iv) it is essential to the protection of the Company’s goodwill and
maintenance of the Company’s competitive position that all Confidential Information and Business Related Information be kept
confidential and that you do not disclose any Confidential Information or Business Related Information to others or use
Confidential Information or Business Related Information to your own advantage or the advantage of others.
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