1017-00004 · Entities. Aurelius Global Media Group · Engagement & Administration

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com

November 8, 2022

Via Email and Certified Mail, Return Receipt Requested

Claims Department Pemberton Mutual Assurance Co. 3400 Asylum Avenue Hartford, CT 06105

Re: Notice of Claim / Tender of Defense — Employment Practices Liability Policy, Policy No.: PMA-EPL-2022-00837; Named Insured: Aurelius Media Americas Inc.; Claim: Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214; and Related Matters

Dear Sir or Madam:

This firm serves as outside litigation counsel to Aurelius Media Americas Inc. ("AMA" or the "Named Insured"). We write on behalf of AMA to provide formal notice of claim and to tender AMA's defense and indemnity under Employment Practices Liability Policy No. PMA-EPL-2022-00837 (the "Policy"), issued by Pemberton Mutual Assurance Co. ("Pemberton") to AMA for the policy period of July 1, 2022 through June 30, 2023. This letter constitutes timely notice under the Policy's notice-of-claim provisions. We reference our internal Calderwood & Harkness matter number 1017-00004 and ask that all future correspondence regarding this tender include that reference.

The claims and reasonably anticipated claims described below fall squarely within the scope of "Employment Practices" coverage as defined in the Policy. AMA respectfully requests that Pemberton promptly acknowledge coverage and participate in the defense of these matters as set forth more fully herein.

I. Description of Claims

A. Class Action — *Fuentes v. Aurelius Media Americas Inc.*

On November 1, 2022, Marisol Fuentes, a former hourly production coordinator employed by AMA in the company's Unscripted Programming Division, filed a putative class action complaint in the Superior Court of the State of California, County of Los Angeles, Case No. 22STCV38214 (the "Fuentes Action"). A true and correct copy of the Complaint is enclosed herewith as Enclosure 1.

Ms. Fuentes filed the Fuentes Action on behalf of herself and a putative class of approximately 1,850 current and former non-exempt, hourly employees of AMA in California. The class period alleged in the Complaint spans from November 1, 2018 through the present. The putative class members worked across AMA's seven California production facilities and fourteen (14) separate show units, each operating under Industrial Welfare Commission ("IWC") Wage Order 12 (Motion Picture Industry).

The Complaint asserts the following seven (7) causes of action:

1. Failure to Provide Compliant Meal Periods — in violation of California Labor Code Sections 226.7 and 512, alleging that AMA failed to provide timely, uninterrupted, duty-free meal periods of not less than thirty (30) minutes for shifts exceeding five (5) hours, and failed to pay one additional hour of pay at the employees' regular rate of compensation for each workday that a compliant meal period was not provided;

2. Failure to Provide Compliant Rest Periods — in violation of California Labor Code Section 226.7, alleging that AMA failed to authorize and permit paid rest periods of not less than ten (10) minutes for every four (4) hours worked, or major fraction thereof, and failed to pay one additional hour of pay at the employees' regular rate for each workday that a compliant rest period was not authorized or permitted;

3. Failure to Pay Overtime Compensation — in violation of California Labor Code Sections 510 and 1194, alleging that AMA failed to compensate putative class members at the applicable overtime rate (one and one-half times or two times the regular rate of pay, as applicable) for all hours worked in excess of eight (8) hours in a workday, in excess of forty (40) hours in a workweek, and for the first eight hours worked on the seventh consecutive day of work in a workweek, and at double the regular rate of pay for all hours worked in excess of twelve (12) hours in a workday and in excess of eight (8) hours on the seventh consecutive day of work in a workweek;

4. Failure to Pay Minimum Wage — in violation of California Labor Code Sections 1197 and 1197.1, alleging that the automatic deductions and uncompensated off-the-clock work described herein resulted in effective hourly rates of pay below the applicable California minimum wage for certain pay periods;

5. Failure to Provide Accurate, Itemized Wage Statements — in violation of California Labor Code Section 226, alleging that AMA issued wage statements that failed to accurately reflect the total hours worked, the applicable hourly rates, and the gross and net wages earned, and that such failures were knowing and intentional;

6. Waiting Time Penalties — pursuant to California Labor Code Sections 201 through 203, alleging that AMA willfully failed to pay all wages due upon termination or resignation to putative class members who separated from employment during the class period, entitling those individuals to continuation wages for up to thirty (30) days; and

7. Unfair Business Practices — pursuant to California Business and Professions Code Section 17200 et seq., alleging that the foregoing wage-and-hour violations constitute unlawful, unfair, and fraudulent business acts or practices, and seeking restitution of all wages unlawfully withheld.

The Complaint's factual allegations center on AMA's enterprise-wide timekeeping system, specifically the NovaPay Solutions "TimeTrack Pro" platform and, in particular, its automatic meal period deduction feature. Plaintiff alleges that the automatic deduction feature systematically deducted thirty (30) minutes from each employee's recorded time for meal periods regardless of whether the employee actually received or was able to take a compliant, duty-free meal break. The Complaint further alleges that AMA required putative class members to perform substantial off-the-clock work during pre-production call times and post-production wrap periods — including equipment setup, breakdown, and data logging — that was not captured by the TimeTrack Pro system and for which employees were not compensated. These systemic practices, Plaintiff alleges, resulted in the widespread underpayment of wages, including overtime and minimum wage violations, inaccurate wage statements, and unpaid waiting time penalties across the putative class.

B. PAGA Representative Claims

In addition to the putative class claims described above, Plaintiffs' counsel — Castellano Byrne & Salas LLP, together with Veltrano Employment Law Group PC — served a notice of claims under the California Private Attorneys General Act ("PAGA") on the California Labor and Workforce Development Agency ("LWDA") on September 15, 2022. A true and correct copy of the PAGA Notice is enclosed herewith as Enclosure 2.

The PAGA notice asserts representative claims for civil penalties under California Labor Code Section 2698 et seq. on behalf of all "aggrieved employees" based on the same underlying wage-and-hour allegations described above in connection with the Fuentes Action. The PAGA notice identifies aggregate penalties claimed in the amount of approximately $12.2 million. As of the date of this letter, the LWDA's sixty-five (65) calendar day response period is set to expire on November 14, 2022, and no action has been taken by the LWDA with respect to the noticed claims. Upon expiration of the LWDA response period without agency action, Plaintiffs' counsel will be entitled to commence a PAGA representative action in court, and we anticipate that such claims will be consolidated with or filed as part of the Fuentes Action.

C. Anticipated Related and Consolidated Actions

Based on communications between counsel and on publicly available information, AMA anticipates that additional named plaintiffs may be added to the Fuentes Action and that a second related action (the anticipated "Halloran" action) may be filed imminently. The anticipated Halloran action is expected to involve substantially similar wage-and-hour allegations brought by one or more additional former hourly employees from AMA's Scripted Programming Division, potentially broadening the putative class definition and the scope of the alleged violations. Plaintiffs' counsel in both the existing and anticipated matters is the same: Castellano Byrne & Salas LLP, with Marco Castellano, Esq. and Diane Salas, Esq. serving as lead counsel. AMA will supplement this tender promptly upon the filing of any such related or consolidated actions.

D. Anticipated Individual Executive Dispute — Gavin Aldrich

In addition to the class and representative claims described above, AMA reasonably anticipates the filing of an individual employment action by Gavin Aldrich, AMA's former Senior Vice President of Original Content & Executive Producer.

Mr. Aldrich was employed by AMA from September 5, 2017 through October 14, 2022. His employment was terminated "for cause" on October 14, 2022, pursuant to Section 7.2(b) of his Employment Agreement dated September 5, 2017 (as amended on August 1, 2020) (the "Employment Agreement"). The stated bases for the "for cause" termination were as follows:

(i) Violation of AMA's Acceptable Use and Confidentiality Policy, specifically the unauthorized transmission of proprietary show concepts, development slates, and revenue data from AMA's internal systems to a personal email account and, subsequently, to Halcyon Creek Productions LLC, a third-party production company with which Mr. Aldrich was separately affiliated; and

(ii) Insubordination, in connection with Mr. Aldrich's repeated refusal to comply with a direct instruction from AMA President Jonathan Mercer regarding the restructuring of the Original Content division's reporting hierarchy and the reassignment of certain production responsibilities.

Mr. Aldrich has retained outside counsel — Cameron Whitfield, Esq. of Whitfield & Associates, located at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212. Through his counsel, Mr. Aldrich has communicated his intent to file an individual action against AMA. Based on pre-litigation correspondence from Mr. Whitfield, AMA anticipates that the individual action will assert the following claims:

• Wrongful termination in violation of public policy, on the theory that Mr. Aldrich's termination was retaliatory and pretextual;

• Breach of contract, contesting the sufficiency of the "for cause" designation under Section 7.2(b) of the Employment Agreement and seeking payment of contractual severance in the amount of $970,000, representing twenty-four (24) months of Mr. Aldrich's annual base salary of $485,000;

• Breach of the implied covenant of good faith and fair dealing, alleging that AMA manufactured the "for cause" basis for termination in bad faith in order to avoid its severance obligations under the Employment Agreement; and

• Declaratory relief, seeking a judicial determination that the post-employment restrictive covenants set forth in Section 9 of the Employment Agreement — including an eighteen (18) month non-competition clause and twenty-four (24) month non-solicitation clauses — are unenforceable under California law, specifically California Business and Professions Code Section 16600.

AMA also notes the potential for AMA to assert affirmative cross-claims against Mr. Aldrich arising from the same facts and circumstances, including but not limited to claims for breach of the Employment Agreement, misappropriation of trade secrets under the California Uniform Trade Secrets Act ("CUTSA"), California Civil Code Sections 3426 et seq., breach of fiduciary duty, and conversion of proprietary digital files. AMA tenders its defense of any counterclaims or cross-claims that Mr. Aldrich may assert in response to AMA's affirmative claims, to the extent such counterclaims or cross-claims constitute covered "Employment Practices" claims under the Policy.

AMA will promptly provide supplemental notice upon the actual filing of any complaint by Mr. Aldrich.

II. Policy Information

For reference, the relevant Policy information is set forth below:

It is AMA's understanding that the Policy provides coverage for "Employment Practices" claims, which include, among other things, wage-and-hour class actions, wrongful termination claims, breach of employment contract claims, and related employment disputes. The claims described in Section I above each arise from the employment relationship between AMA and its current and former employees and executives, and each falls within the scope of "Employment Practices" as that term is defined in the Policy. Each of the claims described above was first made during the Policy Period, and this notice is being provided within the time period required by the Policy's notice provisions.

III. Tender of Defense and Indemnity

AMA hereby formally tenders its defense and indemnity in connection with all of the foregoing claims — including the Fuentes Action, the PAGA representative claims, any anticipated related or consolidated actions, and the anticipated Gavin Aldrich individual employment dispute — to Pemberton under the Policy.

AMA respectfully requests that Pemberton acknowledge coverage under the Policy and participate in AMA's defense of these matters consistent with the terms and conditions of the Policy, including any obligation to reimburse defense costs incurred in connection with covered claims once the applicable Self-Insured Retention has been satisfied.

In connection with its defense of these matters, AMA has retained Calderwood & Harkness LLP as its defense counsel. The engagement team assigned to these matters is as follows:

• Renata Vasquez, Partner — Responsible Partner

• Bernard Crawford, Partner — Billing Partner

• Devon Archer, Senior Associate — Lead Associate

• Nadia Petrov, Associate — Working Associate

AMA respectfully requests Pemberton's consent to AMA's selection of Calderwood & Harkness LLP as defense counsel for these matters, subject to the billing rates and staffing arrangements set forth in the engagement letter between AMA and Calderwood & Harkness LLP. AMA recognizes that the Policy may contain provisions regarding the selection of defense counsel and the reasonableness of defense costs, and AMA is prepared to discuss these matters with Pemberton in good faith. AMA is also willing to provide Pemberton with copies of monthly legal invoices for audit and review purposes, subject to appropriate protections for attorney-client privilege and work product.

IV. Contact Information for Coverage Correspondence

AMA requests that Pemberton direct all coverage correspondence regarding the claims described herein to the following individuals:

Primary Contact:

Renata Vasquez, Esq. Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200

Email: rvasquez@calderwoodharkness.com

With copies to:

Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069

Email: gtanaka@aureliusmedia.com

Samuel Okonkwo Managing Director Kestrel Risk Advisors Ltd. One Broadgate London EC2M 2QS United Kingdom

Email: sokonkwo@kestrelrisk.co.uk

V. Preservation of Rights

AMA expressly reserves all of its rights, remedies, and defenses under the Policy, at law, and in equity, including but not limited to the right to seek reimbursement of defense costs incurred within the Self-Insured Retention to the extent such reimbursement is required under applicable law or the terms of the Policy. Nothing in this notice, or in any prior or subsequent communications between AMA and Pemberton, is intended to waive, limit, release, or modify any of AMA's rights, claims, or remedies under the Policy or otherwise. AMA does not waive, and expressly preserves, any claims or rights it may have by providing this notice, including without limitation any claims arising from any delay or denial of coverage by Pemberton.

VI. Request for Prompt Response

AMA respectfully requests that Pemberton:

1. Promptly acknowledge receipt of this notice of claim and tender of defense;

2. Advise AMA of the identity of any coverage counsel, claims adjuster, or claims examiner assigned to this matter, including direct contact information for the assigned representative; and

3. Provide Pemberton's preliminary coverage position with respect to the tendered claims as soon as practicable, and in no event later than is required by the applicable notice and response provisions of the Policy and governing law.

Time is of the essence. The Fuentes Action is actively pending before the Superior Court, responsive pleading deadlines are approaching, and AMA must take prompt action to protect its interests in all of the matters described herein. AMA expects and appreciates Pemberton's prompt cooperation and good faith engagement regarding coverage.

We trust that the foregoing provides Pemberton with sufficient information to commence its coverage analysis. Should you require any additional information, documentation, or clarification regarding any of the claims described in this letter, please do not hesitate to contact me directly at (213) 555-7200 or at rvasquez@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Renata Vasquez Partner

Enclosures:

1. Complaint, Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (filed November 1, 2022)

2. PAGA Notice to LWDA (dated September 15, 2022)

cc:

Gregory Tanaka, Vice President, Legal & Compliance, Aurelius Media Americas Inc. Samuel Okonkwo, Managing Director, Kestrel Risk Advisors Ltd. Bernard Crawford, Partner, Calderwood & Harkness LLP

Item	Detail
Policy Number	PMA-EPL-2022-00837
Named Insured	Aurelius Media Americas Inc.
Insurer	Pemberton Mutual Assurance Co.
Policy Period	July 1, 2022 through June 30, 2023
Self-Insured Retention (SIR)	$5,000,000
Aggregate Limit of Liability	$15,000,000

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com
November 8, 2022
Via Email and Certified Mail, Return Receipt Requested
Claims Department Pemberton Mutual Assurance Co. 3400 Asylum Avenue Hartford, CT 06105
Re: Notice of Claim / Tender of Defense — Employment Practices Liability Policy, Policy No.: PMA-EPL-2022-00837; Named Insured: Aurelius Media Americas Inc.; Claim: Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214; and Related Matters
Dear Sir or Madam:
This firm serves as outside litigation counsel to Aurelius Media Americas Inc. ("AMA" or the "Named Insured"). We write on behalf of AMA to provide formal notice of claim and to tender AMA's defense and indemnity under Employment Practices Liability Policy No. PMA-EPL-2022-00837 (the "Policy"), issued by Pemberton Mutual Assurance Co. ("Pemberton") to AMA for the policy period of July 1, 2022 through June 30, 2023. This letter constitutes timely notice under the Policy's notice-of-claim provisions. We reference our internal Calderwood & Harkness matter number 1017-00004 and ask that all future correspondence regarding this tender include that reference.
The claims and reasonably anticipated claims described below fall squarely within the scope of "Employment Practices" coverage as defined in the Policy. AMA respectfully requests that Pemberton promptly acknowledge coverage and participate in the defense of these matters as set forth more fully herein.
I. Description of Claims
A. Class Action — *Fuentes v. Aurelius Media Americas Inc.*
On November 1, 2022, Marisol Fuentes, a former hourly production coordinator employed by AMA in the company's Unscripted Programming Division, filed a putative class action complaint in the Superior Court of the State of California, County of Los Angeles, Case No. 22STCV38214 (the "Fuentes Action"). A true and correct copy of the Complaint is enclosed herewith as Enclosure 1.
Ms. Fuentes filed the Fuentes Action on behalf of herself and a putative class of approximately 1,850 current and former non-exempt, hourly employees of AMA in California. The class period alleged in the Complaint spans from November 1, 2018 through the present. The putative class members worked across AMA's seven California production facilities and fourteen (14) separate show units, each operating under Industrial Welfare Commission ("IWC") Wage Order 12 (Motion Picture Industry).
The Complaint asserts the following seven (7) causes of action:
1. Failure to Provide Compliant Meal Periods — in violation of California Labor Code Sections 226.7 and 512, alleging that AMA failed to provide timely, uninterrupted, duty-free meal periods of not less than thirty (30) minutes for shifts exceeding five (5) hours, and failed to pay one additional hour of pay at the employees' regular rate of compensation for each workday that a compliant meal period was not provided;
2. Failure to Provide Compliant Rest Periods — in violation of California Labor Code Section 226.7, alleging that AMA failed to authorize and permit paid rest periods of not less than ten (10) minutes for every four (4) hours worked, or major fraction thereof, and failed to pay one additional hour of pay at the employees' regular rate for each workday that a compliant rest period was not authorized or permitted;
3. Failure to Pay Overtime Compensation — in violation of California Labor Code Sections 510 and 1194, alleging that AMA failed to compensate putative class members at the applicable overtime rate (one and one-half times or two times the regular rate of pay, as applicable) for all hours worked in excess of eight (8) hours in a workday, in excess of forty (40) hours in a workweek, and for the first eight hours worked on the seventh consecutive day of work in a workweek, and at double the regular rate of pay for all hours worked in excess of twelve (12) hours in a workday and in excess of eight (8) hours on the seventh consecutive day of work in a workweek;
4. Failure to Pay Minimum Wage — in violation of California Labor Code Sections 1197 and 1197.1, alleging that the automatic deductions and uncompensated off-the-clock work described herein resulted in effective hourly rates of pay below the applicable California minimum wage for certain pay periods;
5. Failure to Provide Accurate, Itemized Wage Statements — in violation of California Labor Code Section 226, alleging that AMA issued wage statements that failed to accurately reflect the total hours worked, the applicable hourly rates, and the gross and net wages earned, and that such failures were knowing and intentional;
6. Waiting Time Penalties — pursuant to California Labor Code Sections 201 through 203, alleging that AMA willfully failed to pay all wages due upon termination or resignation to putative class members who separated from employment during the class period, entitling those individuals to continuation wages for up to thirty (30) days; and
7. Unfair Business Practices — pursuant to California Business and Professions Code Section 17200 et seq., alleging that the foregoing wage-and-hour violations constitute unlawful, unfair, and fraudulent business acts or practices, and seeking restitution of all wages unlawfully withheld.
The Complaint's factual allegations center on AMA's enterprise-wide timekeeping system, specifically the NovaPay Solutions "TimeTrack Pro" platform and, in particular, its automatic meal period deduction feature. Plaintiff alleges that the automatic deduction feature systematically deducted thirty (30) minutes from each employee's recorded time for meal periods regardless of whether the employee actually received or was able to take a compliant, duty-free meal break. The Complaint further alleges that AMA required putative class members to perform substantial off-the-clock work during pre-production call times and post-production wrap periods — including equipment setup, breakdown, and data logging — that was not captured by the TimeTrack Pro system and for which employees were not compensated. These systemic practices, Plaintiff alleges, resulted in the widespread underpayment of wages, including overtime and minimum wage violations, inaccurate wage statements, and unpaid waiting time penalties across the putative class.
B. PAGA Representative Claims
In addition to the putative class claims described above, Plaintiffs' counsel — Castellano Byrne & Salas LLP, together with Veltrano Employment Law Group PC — served a notice of claims under the California Private Attorneys General Act ("PAGA") on the California Labor and Workforce Development Agency ("LWDA") on September 15, 2022. A true and correct copy of the PAGA Notice is enclosed herewith as Enclosure 2.
The PAGA notice asserts representative claims for civil penalties under California Labor Code Section 2698 et seq. on behalf of all "aggrieved employees" based on the same underlying wage-and-hour allegations described above in connection with the Fuentes Action. The PAGA notice identifies aggregate penalties claimed in the amount of approximately $12.2 million. As of the date of this letter, the LWDA's sixty-five (65) calendar day response period is set to expire on November 14, 2022, and no action has been taken by the LWDA with respect to the noticed claims. Upon expiration of the LWDA response period without agency action, Plaintiffs' counsel will be entitled to commence a PAGA representative action in court, and we anticipate that such claims will be consolidated with or filed as part of the Fuentes Action.
C. Anticipated Related and Consolidated Actions
Based on communications between counsel and on publicly available information, AMA anticipates that additional named plaintiffs may be added to the Fuentes Action and that a second related action (the anticipated "Halloran" action) may be filed imminently. The anticipated Halloran action is expected to involve substantially similar wage-and-hour allegations brought by one or more additional former hourly employees from AMA's Scripted Programming Division, potentially broadening the putative class definition and the scope of the alleged violations. Plaintiffs' counsel in both the existing and anticipated matters is the same: Castellano Byrne & Salas LLP, with Marco Castellano, Esq. and Diane Salas, Esq. serving as lead counsel. AMA will supplement this tender promptly upon the filing of any such related or consolidated actions.
D. Anticipated Individual Executive Dispute — Gavin Aldrich
In addition to the class and representative claims described above, AMA reasonably anticipates the filing of an individual employment action by Gavin Aldrich, AMA's former Senior Vice President of Original Content & Executive Producer.
Mr. Aldrich was employed by AMA from September 5, 2017 through October 14, 2022. His employment was terminated "for cause" on October 14, 2022, pursuant to Section 7.2(b) of his Employment Agreement dated September 5, 2017 (as amended on August 1, 2020) (the "Employment Agreement"). The stated bases for the "for cause" termination were as follows:
(i) Violation of AMA's Acceptable Use and Confidentiality Policy, specifically the unauthorized transmission of proprietary show concepts, development slates, and revenue data from AMA's internal systems to a personal email account and, subsequently, to Halcyon Creek Productions LLC, a third-party production company with which Mr. Aldrich was separately affiliated; and
(ii) Insubordination, in connection with Mr. Aldrich's repeated refusal to comply with a direct instruction from AMA President Jonathan Mercer regarding the restructuring of the Original Content division's reporting hierarchy and the reassignment of certain production responsibilities.
Mr. Aldrich has retained outside counsel — Cameron Whitfield, Esq. of Whitfield & Associates, located at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212. Through his counsel, Mr. Aldrich has communicated his intent to file an individual action against AMA. Based on pre-litigation correspondence from Mr. Whitfield, AMA anticipates that the individual action will assert the following claims:
• Wrongful termination in violation of public policy, on the theory that Mr. Aldrich's termination was retaliatory and pretextual;
• Breach of contract, contesting the sufficiency of the "for cause" designation under Section 7.2(b) of the Employment Agreement and seeking payment of contractual severance in the amount of $970,000, representing twenty-four (24) months of Mr. Aldrich's annual base salary of $485,000;
• Breach of the implied covenant of good faith and fair dealing, alleging that AMA manufactured the "for cause" basis for termination in bad faith in order to avoid its severance obligations under the Employment Agreement; and
• Declaratory relief, seeking a judicial determination that the post-employment restrictive covenants set forth in Section 9 of the Employment Agreement — including an eighteen (18) month non-competition clause and twenty-four (24) month non-solicitation clauses — are unenforceable under California law, specifically California Business and Professions Code Section 16600.
AMA also notes the potential for AMA to assert affirmative cross-claims against Mr. Aldrich arising from the same facts and circumstances, including but not limited to claims for breach of the Employment Agreement, misappropriation of trade secrets under the California Uniform Trade Secrets Act ("CUTSA"), California Civil Code Sections 3426 et seq., breach of fiduciary duty, and conversion of proprietary digital files. AMA tenders its defense of any counterclaims or cross-claims that Mr. Aldrich may assert in response to AMA's affirmative claims, to the extent such counterclaims or cross-claims constitute covered "Employment Practices" claims under the Policy.
AMA will promptly provide supplemental notice upon the actual filing of any complaint by Mr. Aldrich.
II. Policy Information
For reference, the relevant Policy information is set forth below:
It is AMA's understanding that the Policy provides coverage for "Employment Practices" claims, which include, among other things, wage-and-hour class actions, wrongful termination claims, breach of employment contract claims, and related employment disputes. The claims described in Section I above each arise from the employment relationship between AMA and its current and former employees and executives, and each falls within the scope of "Employment Practices" as that term is defined in the Policy. Each of the claims described above was first made during the Policy Period, and this notice is being provided within the time period required by the Policy's notice provisions.
III. Tender of Defense and Indemnity
AMA hereby formally tenders its defense and indemnity in connection with all of the foregoing claims — including the Fuentes Action, the PAGA representative claims, any anticipated related or consolidated actions, and the anticipated Gavin Aldrich individual employment dispute — to Pemberton under the Policy.
AMA respectfully requests that Pemberton acknowledge coverage under the Policy and participate in AMA's defense of these matters consistent with the terms and conditions of the Policy, including any obligation to reimburse defense costs incurred in connection with covered claims once the applicable Self-Insured Retention has been satisfied.
In connection with its defense of these matters, AMA has retained Calderwood & Harkness LLP as its defense counsel. The engagement team assigned to these matters is as follows:
• Renata Vasquez, Partner — Responsible Partner
• Bernard Crawford, Partner — Billing Partner
• Devon Archer, Senior Associate — Lead Associate
• Nadia Petrov, Associate — Working Associate
AMA respectfully requests Pemberton's consent to AMA's selection of Calderwood & Harkness LLP as defense counsel for these matters, subject to the billing rates and staffing arrangements set forth in the engagement letter between AMA and Calderwood & Harkness LLP. AMA recognizes that the Policy may contain provisions regarding the selection of defense counsel and the reasonableness of defense costs, and AMA is prepared to discuss these matters with Pemberton in good faith. AMA is also willing to provide Pemberton with copies of monthly legal invoices for audit and review purposes, subject to appropriate protections for attorney-client privilege and work product.
IV. Contact Information for Coverage Correspondence
AMA requests that Pemberton direct all coverage correspondence regarding the claims described herein to the following individuals:
Primary Contact:
Renata Vasquez, Esq. Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200
Email: rvasquez@calderwoodharkness.com
With copies to:
Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069
Email: gtanaka@aureliusmedia.com
Samuel Okonkwo Managing Director Kestrel Risk Advisors Ltd. One Broadgate London EC2M 2QS United Kingdom
Email: sokonkwo@kestrelrisk.co.uk
V. Preservation of Rights
AMA expressly reserves all of its rights, remedies, and defenses under the Policy, at law, and in equity, including but not limited to the right to seek reimbursement of defense costs incurred within the Self-Insured Retention to the extent such reimbursement is required under applicable law or the terms of the Policy. Nothing in this notice, or in any prior or subsequent communications between AMA and Pemberton, is intended to waive, limit, release, or modify any of AMA's rights, claims, or remedies under the Policy or otherwise. AMA does not waive, and expressly preserves, any claims or rights it may have by providing this notice, including without limitation any claims arising from any delay or denial of coverage by Pemberton.
VI. Request for Prompt Response
AMA respectfully requests that Pemberton:
1. Promptly acknowledge receipt of this notice of claim and tender of defense;
2. Advise AMA of the identity of any coverage counsel, claims adjuster, or claims examiner assigned to this matter, including direct contact information for the assigned representative; and
3. Provide Pemberton's preliminary coverage position with respect to the tendered claims as soon as practicable, and in no event later than is required by the applicable notice and response provisions of the Policy and governing law.
Time is of the essence. The Fuentes Action is actively pending before the Superior Court, responsive pleading deadlines are approaching, and AMA must take prompt action to protect its interests in all of the matters described herein. AMA expects and appreciates Pemberton's prompt cooperation and good faith engagement regarding coverage.
We trust that the foregoing provides Pemberton with sufficient information to commence its coverage analysis. Should you require any additional information, documentation, or clarification regarding any of the claims described in this letter, please do not hesitate to contact me directly at (213) 555-7200 or at rvasquez@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez Partner
Enclosures:
1. Complaint, Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (filed November 1, 2022)
2. PAGA Notice to LWDA (dated September 15, 2022)
cc:
Gregory Tanaka, Vice President, Legal & Compliance, Aurelius Media Americas Inc. Samuel Okonkwo, Managing Director, Kestrel Risk Advisors Ltd. Bernard Crawford, Partner, Calderwood & Harkness LLP
Item | Detail
Policy Number | PMA-EPL-2022-00837
Named Insured | Aurelius Media Americas Inc.
Insurer | Pemberton Mutual Assurance Co.
Policy Period | July 1, 2022 through June 30, 2023
Self-Insured Retention (SIR) | $5,000,000
Aggregate Limit of Liability | $15,000,000

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

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