Materials from Managing Attorney To: Paul/Pauline Human Resources Business Consultant From: Managing Attorney Date: September 30, 2017 Re: Need your Assistance: New lawsuit- Alphonso We just received a new law suit. Alphonso is making claims of Breach of Contract and Disparagement in violation of the Release & Non-disparagement Agreement. The key facts in his claim include: Alphonso served as Millicents' CCO (Chief Creative Officer) for 6 years (2011 to 2017), In early 2017, after the change in executive leadership, the decision was made to terminate Alphonso's employment, We successfully negotiated and entered into a Release & Non-disparagement Agreement (see attached) Alphonso spoke at a college commencement (graduation) event in May of 2017. Alphonso's speech was posted to Youtube and has been viewed over 200,000 times. During his speech, Alphonso encouraged the graduating students to consider the workplace culture of their prospective employers and made the following comments: o He spoke out against Millicents' decision to employ foreign workers with H-1B visas and to off-shore work to India, which ultimately taking job opportunities away from Americans; o He shared that Millicents referred to terminations as "graduations" and routinely communicated terminations to team members in emails that read- "Team, just letting you know that Alphonso has graduated and we're all excited to see how he uses his superpowers in his next big adventure." After Alphonso's commencement speech, media approached Elise (current CCO who previously reported to Alphonso) for comment. Elise made the following comment to the press: "I know Alphonso well. I worked for him for 6 years and I am not surprised by his decision to discuss these topics in his commencement speech. Alphonso has a long history of poor decision making, which ultimately led to the Company's decision to fire him. He creates a toxic, unsustainable work environment wherever he goes, and he takes his issues out on everyone around him. He needs to get help and learn to be a functioning adult, seriously." Alphonso claims that he sustained reputational damages from Elise's comments. Alphonso subsequently filed a lawsuit for breach of contract and disparagement based on the foregoing. Millicents is seriously considering filing counterclaims against Alphonso for breach of contract and disparagement for the comments he made in his commencement speech. The parties have agreed to participate in a Mediation in an attempt to negotiate a mutually acceptable settlement before this case escalates further. I reviewed the claims and interviewed Elise. I'd like you to open a file on this matter, handle the preliminary stages of the matter preparing a first draft of our mediation statement for my review. We are scheduled for Mediation in 2 weeks and based on my interview with Elise, I am going to recommend a quick, confidential settlement, to avoid further negative publicity on this matter. It is critical that we quiet this noise and eliminate the risk of future comments by either Alphonso or Elise. Attorney-Client Privileged- Notes from Attorney Interview w/ Elise 1. When was your first notice of Alphonso's lawsuit? a. Elise- Officially, today, but it makes sense, he never liked me. 2. When did you work with Alphonso? a. Elise- I reported to Alphonso for 5 years. It was such a relief when he was fired. We really enjoyed his "graduation" party. 3. Did you consult with Corporate Communications when you received the Media request to comment on Alphonso's commencement speech? a. Elise- No, not formally, although I did send a text to the CEO and we had a laugh about it. I've been responding to Media requests on behalf of the Company for years. This was no different. 4. What actions did you take after your comments to the Media? a. Elise- Like I said, I didn't bring it up again, so I didn't do anything really. 5. Is there anything else you want to tell me? a. Elise- Probably not, this type of thing is such a pain, very distracting, I'd like to focus on fashion, not these types of frivolous complaints. Alphonso got what he deserved. He made my life miserable for years and this is his pay back.3 Background on Millicents - a publicly held corporation, listed on the New York Stock Exchange (NYSE) - designs, manufactures and sells clothing in the high fashion segment - Millicent's Chairperson of the Board is Millicent Sommer, founder of the company - employs over 40,000 employees globally, who work in corporate offices, manufacturing facilities, and retail stores - operates in over 50 countries

Questions:

1) List 3questionsthat you recommend Millicents' managing attorney ask Elise and/or Millicents CEO.

2)Describe2approachesthat you could use to establish rapport(open up communication)with Alphonso before thenegotiation/mediationtakesplace.

3) List 4 questions that you would like to ask Alphonso prior to the negotiation.Use these questions as an opportunity to uncover Alphonso's interests.

4) Describeyour evidence-key witnesses,documents,etc.

5) Discuss the the strengths andweaknesses of your defenses?