Contract analysis

I. Overview Lorraine Okafor, Senior Vice President of Human Resources for Aurelius Media Americas Inc. ("AMA"), has been designated as AMA's Person Most Knowledgeable ("PMK") pursuant to California Code of Civil Procedure § 2025.230 for certain noticed deposition topics in the above-referenced consolidated action. This memorandum sets forth our recommendations for Ms. Okafor's deposition preparation, identifies the k

II. Key Documents for Review Ms. Okafor should review each of the following documents in preparation for her deposition. We will compile a preparation binder containing these materials and deliver it to Ms. Okafor no later than April 21, 2023, to allow adequate time for review before the preparation session scheduled for April 24, 2023.

1. AMA Employee Handbook (March 2021 Revision). Ms. Okafor should pay particular attention to Section 4.3 (Meal Periods), Section 4.4 (Rest Periods), and Section 4.7 (Timekeeping). The March 2021 revision is the most recent version and the one currently in effect. Earlier versions of the handbook from 2018 and 2019 should also be available in the binder for reference, as Plaintiffs may inquire about changes between e

2. AMA Meal and Rest Break Policy (Standalone Document, Effective January 1, 2019). This is a standalone policy document that was issued separately from the Employee Handbook at the beginning of the class period. It provides more detailed guidance than the Handbook sections and was distributed to all non-exempt employees at the time of its effective date. Ms. Okafor should confirm whether she was involved in drafting

3. TimeTrack Pro System Configuration Records from NovaPay Solutions Inc. NovaPay Solutions Inc. has served as AMA's payroll and timekeeping vendor since January 1, 2019. The configuration records reflect the settings applied to the TimeTrack Pro system at each AMA facility, including the auto-deduction parameters and the activation status of the Missed Meal Attestation feature. Our point of contact at NovaPay is Mar

4. Missed Meal Attestation Feature Activation/Deactivation Logs by Facility. These logs confirm the activation status of the Missed Meal Attestation feature at each of AMA's seven California facilities. The logs reflect the following: Attestation Feature Activated (January 2019 — First Wave Rollout): • Facility 1: West Hollywood HQ — 8500 Sunset Boulevard, West Hollywood, CA • Facility 3: Sherman Oaks — 15301 Ventura

5. AMA Training Materials Regarding TimeTrack Pro and the Missed Meal Attestation Feature. Our preliminary review of AMA's document productions has not identified any formal training materials — whether written guides, presentation slides, online training modules, or recorded sessions — that are specifically directed at instructing employees on how to use the Missed Meal Attestation feature within the TimeTrack Pro s

6. Internal Audits or Reviews of Meal/Rest Break Compliance. Ms. Okafor should review any internal audits, compliance reviews, or self-assessments conducted by AMA's HR department or any other department during the class period that examined meal and rest break compliance. We should confirm with Ms. Okafor whether any such audits were conducted. If they were not, that fact itself may become a line of questioning — Pl

7. Employee Complaints or Grievances Regarding Meal/Rest Breaks. AMA's HR files reflect approximately fourteen (14) formal complaints from non-exempt employees regarding meal or rest break issues during the class period. Ms. Okafor should review each complaint file, including the initial complaint, the investigation notes, and the resolution. She should be prepared to testify about the complaint process generally and

8. AMA's Acceptable Use and Confidentiality Policy (March 2021 Revision). This document is relevant to the extent that the deposition touches on the related Aldrich matter (LASC Case No. 22STCV41087). While Ms. Okafor should not be testifying about the Aldrich matter (which involves a separate executive dispute before a different judge), she should be familiar with this policy in the event Plaintiffs' counsel attempt

9. Deposition Transcripts of Named Plaintiffs. Named plaintiff Marisol Fuentes is currently scheduled for deposition on May 2, 2023, two days before Ms. Okafor's deposition. If the Fuentes transcript or a rough draft is available before the preparation session on April 24 or the deposition on May 4, Ms. Okafor should review it. Named plaintiffs Derek Halloran (May 9, 2023) and Yesenia Padilla (May 16, 2023) have not

10. Plaintiffs' Class Certification Motion and Supporting Declarations. Plaintiffs' counsel indicated an anticipated filing date of April 14, 2023 for the class certification motion. To the extent the motion and any supporting declarations are available before Ms. Okafor's deposition, she should review them. The class certification motion will signal Plaintiffs' theory of commonality and predominance, which will in t

III. Key Messages for Okafor to Communicate The following core defensive themes should be woven consistently throughout Ms. Okafor's testimony. While she should never appear scripted or rehearsed, these messages should serve as the foundation from which she answers questions on any topic within her designated PMK areas. We have structured this section to align with AMA's overarching defense strategy. A. AMA's Written

IV. Sensitive Areas — Detailed Preparation Notes This section addresses the topics where Ms. Okafor is most vulnerable to damaging questioning. These areas require the most intensive preparation, and Ms. Okafor must approach each of them with candor, precision, and discipline. The overarching principle for all sensitive areas is: acknowledge what cannot be denied, explain without excusing, and demonstrate corrective

V. Anticipated Lines of Questioning from Plaintiffs' Counsel The following table sets forth the lines of questioning we anticipate from Plaintiffs' counsel, along with the recommended approach for Ms. Okafor's responses. This table should be reviewed with Ms. Okafor during the preparation session and should serve as the basis for practice questioning.

VI. Scope Limitations and Boundaries Ms. Okafor has been designated as AMA's PMK for Topics 1, 2, 3, 5, and 8 only. She should not testify on topics outside her designation, and she should be prepared to redirect Plaintiffs' counsel to the appropriate designee if questions stray beyond her noticed topics. Specifically, Ms. Okafor should NOT testify on the following subjects: • Production scheduling specifics. Celine

VII. Preparation Session Schedule We recommend a three (3) hour preparation session with Ms. Okafor, to be scheduled for April 24, 2023. This date should be confirmed with AMA at the earliest opportunity to ensure Ms. Okafor's availability. The preparation session should be structured as follows: Hour 1 (Renata Vasquez and Devon Archer). Renata Vasquez should attend the first hour of the session to cover the most sen

VIII. Coordinating Testimony with Other AMA Witnesses Ms. Okafor's deposition testimony must be consistent with the anticipated testimony of the other AMA witnesses who have been noticed for deposition. Inconsistencies between AMA's designated witnesses — particularly on factual matters such as timelines, system configurations, and corrective actions — would be seized upon by Plaintiffs' counsel and could undermine A

1. Timeline of Awareness. The timeline for when each witness became aware of the attestation feature deactivation at Facilities 2, 4, and 7 must be consistent. If Ms. Okafor testifies that she learned of the deactivation in November 2022, the other witnesses must not contradict that timeline by testifying that the deactivation was known to AMA personnel at an earlier date.

2. Characterization of the 6-Hour Threshold. All witnesses should describe the auto-deduction threshold of 6 hours (rather than the legally required 5 hours) as a "system configuration issue" or a "configuration error." Witnesses should not characterize the setting as an intentional choice, a cost-saving measure, or a deliberate policy decision. The agreed-upon framing — that the 6-hour setting was the standard TimeT

3. Description of the Second-Wave Rollout. The description of the March 2019 second-wave rollout of the TimeTrack Pro system, and what occurred (or failed to occur) with the attestation feature activation checklist during that rollout, must be consistent across all witnesses. If the facts are unclear or disputed, all witnesses should testify that they do not have sufficient personal knowledge to explain what happened

4. Karen Fong's Prior Testimony. Karen Fong has testified in a separate context (which context should be identified and reviewed) that the attestation feature activation "was part of the implementation checklist" but that she could not recall who was responsible for activating the feature at each facility. Ms. Okafor's testimony must not contradict Ms. Fong's prior statement. If Ms. Okafor does not know who was respo