Defendant's Answer to Plaintiffs' Second Amended Complaint

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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION DAN CERJANEC, RODRIGO BRAVO, MARK MODLIN, and WILLIAM WINFREY, on behalf of themselves and all others similarly situated, Plaintiffs, Case No. 17-10619 vs.

Hon. Laurie J. Michelson FCA US LLC Defendant. __________________________________________________________________ AKEEL & VALENTINE, PLC Shereef H. Akeel (P54345) Hasan Kaakarli (P81099) 888 W Big Beaver Road, Suite 910 Troy, MI 48084 (248) 269-9595 shereef@akeelvalentine.com hasan@akeelvalentine.com PITT, McGEHEE, PALMER & RIVERS, PC Michael L. Pitt (P24429) Cary S. McGehee (P42318) Robert W. Palmer (P31704) Megan A. Bonanni (P52079) 117 W. Fourth Street, Suite 200 Royal Oak, MI 48067 248-398-9800 mpitt@pittlawpc.com cmcgehee@pittlawpc.com rpalmer@pittlawpc.com mbonanni@pittlawpc.com Attorneys for Plaintiffs

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. Jerome R. Watson (P27082) M. Misbah Shahid (P73450) 150 West Jefferson, Suite 2500 Detroit, Michigan 48226 (313) 963-6420 / fax 313 496-7500 watson@millercanfield.com shahid@millercanfield.com LITTLER MENDELSON, P.C. Daniel E. Turner (Ga. Bar No. 719330) Jacqueline Phipps Polito (NY Bar No. 2582690) Tasha K. Inegbenebor (Ga. Bar. No. 382905) 3344 Peachtree Road N.E., Suite 1500 Atlanta, GA 30326 (404) 233-0330 dturner@littler.com Admitted to the Eastern District of Michigan on June 23, 2011 jpolito@littler.com Admitted to the Eastern District of Michigan in May 18, 2017 tinegbenebor@littler.com Admitted to the Eastern District of Michigan on May 11, 2017 Attorneys for Defendant

__________________________________________________________________

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DEFENDANT FCA US LLC’s ANSWER AND AFFIRMATIVE AND/OR OTHER DEFENSES TO PLAINTIFFS’ SECOND AMENDED COLLECTIVE/CLASS ACTION COMPLAINT NOW COMES Defendant, FCA US LLC (“FCA US” or “Defendant”)1, through its counsel, Littler Mendelson, P.C. and Miller, Canfield, Paddock and Stone, P.L.C., and hereby answers Plaintiffs’ Second Amended Collective/Class Action Complaint (“SAC”) 2 as follows: In response to the unnumbered paragraph that appears before the section of the SAC titled “NATURE OF CLAIM”, FCA US admits only that “Plaintiffs”3 (as defined in that paragraph) purport to bring this action against FCA US “individually and on behalf of all others similarly situated,” and expressly denies the existence of any alleged “similarly situated” individuals. Further answering, 1

FCA US LLC was previously named Chrysler Group LLC. See United States Securities and Exchange Commission, Form 8-K, FCA US LLC (filing date 201412-16). On June 10, 2009, Chrysler Group LLC, a newly-formed limited liability company, purchased certain assets of Chrysler LLC (subsequently known as Old Carco LLC) and its 24 affiliated debtors, which on April 30, 2009 had filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. See Master Transaction Agreement dated April 30, 2009. Chrysler LLC was previously known as DaimlerChrysler Company LLC, which was previously DaimlerChrysler Corporation, which was previously known as Chrysler Corporation, and shall be referred to herein, collectively, as “FCA US” or the “Company.”

2

FCA US contends that Plaintiffs and some or all putative collective and class action members are subject to binding arbitration agreements that require their claims to be pursued in individual arbitrations.

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FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, “representative”, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

FCA US denies all remaining allegations contained in the unnumbered paragraph that appears before the section of the SAC titled “NATURE OF CLAIM”.

ANSWER TO PLAINTIFFS’ “NATURE OF CLAIM” 1.

This is a collective and class action for damages, declaratory and

injunctive relief against Defendant, Fiat Chrysler Automobiles (hereinafter referred to as "FCA"), to redress the Violations and threatened violations of the rights of Plaintiffs and the class they represent (collectively hereinafter "Class" or "Plaintiff Class") under the Age Discrimination in Employment Act of 1967 ("ADEA") and Elliott-Larsen Civil Rights Act ("ELCRA"), MCL 37.2101 et seq. At the earliest time possible, Plaintiffs seek permission to send a Court-authorized notice of this action pursuant to 29 U.S.C. § 626(b) to all employees who are members of the Plaintiff Class, as defined below.

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ANSWER: In response to the allegations contained in Paragraph 1 of the SAC, FCA US states that Plaintiffs’ characterization of the nature of this action, the damages they seek, the alleged wrongs they seek to redress, and the statutes they seek to invoke are all matters within Plaintiffs’ own province, to which no answer is required. To the extent an answer is required, FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. Further answering, FCA US admits only that Plaintiffs purport to bring this action against FCA US on behalf of “Plaintiffs and the class they represent” and seek other relief available under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq., as well as under the Elliott-Larsen Civil Rights Act (“ELCRA”), MCL 37.2101 et seq. Further answering, FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. FCA US further denies Plaintiffs are entitled to Courtauthorized notice pursuant to 29 U.S.C. § 626(b). Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 1.

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Plaintiff Class seeks compensatory damages against Defendant to

redress the violations and threatened violations of the rights of Plaintiff Class under the ADEA and ELCRA. ANSWER: The allegations in Paragraph 2 of the SAC, consisting of the restatement of Plaintiffs’ contention that it seeks damages to address alleged violations of the ADEA and ELCRA, constitute matters within Plaintiffs’ own province to which no answer is required. To the extent an answer is required, FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 2.

3.

As Class Representatives, DAN CERJANEC, RODRIGO BRAVO,

MARK MODLIN, and WILLIAM WINFREY, respectively, seek to represent

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salaried, non-union employees ages 55 and above who have been subjected to a systematic, adverse and disparate impact and pattern and practice of age discrimination described in this Complaint, stemming from a specific, identifiable company policy utilized by Defendant which has had a direct negative correlation on compensation and bonuses during their employment, as further described below.

ANSWER: The allegations in Paragraph 3 of the SAC, consisting of the restatement of Plaintiffs’ description of their intentions as to whom they allegedly wish to represent and alleged damages sought, are matters falling within Plaintiffs’ own province to which no answer is required. To the extent an answer is required, FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US admits only that

Plaintiffs purport to “represent” other employees in this action. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there

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are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 3.

ANSWER TO PLAINTIFFS’ “PARTIES” 4.

Plaintiff, DAN CERJANEC ("Cerjanec"), age 59, was an employee of

Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations contained in Paragraph 4 of the SAC, FCA US admits that Dan Cerjanec (“Cerjanec”) was an employee of FCA US, as defined in footnote 1 of this Answer, from June 27, 1994 to February 21, 2017, and, upon information and belief, is currently age 61 based on his representations to FCA US. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Cerjanec is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs.

Except as expressly admitted herein, FCA US denies all remaining

allegations contained in Paragraph 4.

5.

Cerjanec began employment with Defendant on or around June 1994

and had been employed with Defendant until February 21, 2017, when he was wrongfully terminated.

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ANSWER: In response to the allegations contained in Paragraph 5 of the SAC, FCA US admits that Cerjanec began his employment with FCA US, as defined above in footnote 1 of this Answer, on or around June, 1994, and was employed by FCA US at the time of his termination on February 21, 2017. FCA US denies that Cerjanec was wrongfully terminated. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 5.

6.

Cerjanec has a Master's Degree in Global Finance, and is classified as

a Mid-Level Professional.

ANSWER: In response to the allegations contained in Paragraph 6 of the SAC, FCA US admits that Cerjanec was classified as a Mid-Level Professional at FCA US at the time his employment was terminated. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Cerjanec has a Master's Degree in Global Finance and therefore denies this allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 6.

7.

Plaintiff, RODRIGO BRAVO ("Bravo"), age 60, is currently and has

been an employee of Defendant at all relevant times herein, and is a resident of the State of Michigan.

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ANSWER: In response to the allegations of Paragraph 7 of the SAC, FCA US admits that Rodrigo Bravo (“Bravo”) was an employee of FCA US, as defined in footnote 1 of this Answer, from February 19, 1986 to April 30, 2018, and, upon information and belief, and according to his representations to FCA US, states that Bravo is currently age 61. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Bravo is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 7.

8.

Bravo began employment with Defendant on or around 1985.

ANSWER: In response to the allegations contained in Paragraph 8 of the SAC, FCA US admits that Bravo began his employment with FCA US, as defined above in footnote 1 of this Answer, on or around 1986.

9.

Bravo has a Bachelor's degree in Business and a Master's degree in

Business Administration, and is classified as a Senior Manager.

ANSWER: In response to the allegations contained in Paragraph 9 of the SAC, FCA US admits that Bravo was classified as a Senior Manager on or about April 30, 2018 when he resigned from his employment with FCA US. FCA US states

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that it lacks knowledge or information sufficient to form a belief as to whether Bravo has a Bachelor's degree in Business and a Master's degree in Business Administration and therefore denies this allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 9.

10.

Plaintiff, MARK MODLIN ("Modlin"), age 58, was an employee of

Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations contained in Paragraph 10 of the SAC, FCA US admits that Mark Modlin (“Modlin”), was an employee of FCA US and, based on information he provided to FCA US, was born in 1958, making him age 59. FCA US states that it lacks knowledge or information sufficient to form a belief as to whether Modlin is a resident of the State of Michigan and therefore denies this allegation. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 10.

11.

Modlin began employment with Defendant on or around August 1988

and had been employed with Defendant until January 31, 2017, when he was constructively terminated.

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ANSWER: In response to the allegations contained in Paragraph 11 of the SAC, FCA US admits that Modlin began his employment with FCA US, as defined in footnote 1 of this Answer, on or around August, 1988, and was employed by FCA US at the time he resigned his employment on approximately January 31, 2017.

FCA US denies the allegations of Paragraph 11, denies that Modlin was constructively discharged and acknowledges that the Court has ruled that he cannot pursue a constructive discharge claim in this action. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 11.

12.

Modlin has a Bachelor's degree in Mechanical Engineering and a

Master's degree in Mechanical Engineering, and was classified as a Professional.

ANSWER: In response to the allegations contained in Paragraph 12 of the SAC, FCA US admits that Modlin was classified as a Mid-Level Professional at the time he resigned from his employment with FCA US. Further answering, FCA US acknowledges that Modlin represented to FCA US that he has a Bachelor’s degree in Mechanical Engineering and a Master’s degree in Mechanical Engineering, but states that it lacks knowledge or information sufficient to form a belief as to the truth of said allegations and, therefore denies said allegations and leaves Plaintiffs to their proofs. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 12.

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Plaintiff, WILLIAM WINFREY ("Winfrey"), age 61, is currently and

has been an employee of Defendant at all relevant times herein, and is a resident of the State of Michigan.

ANSWER: In response to the allegations contained in Paragraph 13 of the SAC, FCA US admits that Plaintiff William Winfrey (“Winfrey”) is an employee of FCA US, as defined in footnote 1 of this Answer, and, based upon information he provided to FCA US and upon information and belief, is a resident of the State of Michigan. FCA US also states that, based on Winfrey’s representations to FCA US, he is currently 62 years of age. Not knowing what Plaintiffs mean by “at all relevant times herein,” FCA US denies the allegation and leaves Plaintiffs to their proofs.

Except as expressly admitted herein, FCA US denies all remaining

allegations contained in Paragraph 13.

14.

Winfrey began employment with Defendant on or around August

1984.

ANSWER: FCA US admits that Winfrey began his employment with FCA US, as defined in footnote 1 of this Answer, on or around August, 1984.

15.

Winfrey has a Bachelor's degree in Mechanical Engineering and a

Juris Doctor degree, and is classified as a Senior Professional.

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ANSWER: In response to the allegations contained in Paragraph 15, FCA US admits that Winfrey is classified as a Senior Professional. Further answering, FCA US acknowledges that Winfrey represented to FCA US that he has a Bachelor’s degree in Mechanical Engineering and a Juris Doctor degree, but states that it lacks knowledge or information sufficient to form a belief as to the truth of said allegations and, therefore denies said allegations and leaves Plaintiffs to their proofs.

Except as expressly admitted herein, FCA US denies all remaining

allegations contained in Paragraph 15.

ANSWER TO PLAINTIFFS’ “JURISDICTION AND VENUE” 16.

Defendant, FCA, is a Foreign Limited Liability Company

incorporated in Delaware.

ANSWER: FCA US admits the allegations contained in Paragraph 16.

17.

This Court has subject-matter jurisdiction over Plaintiffs' ADEA

claims, pursuant to 28 U.S.C. § 1331, because Plaintiffs' claims raise a federal question under 29 U.S.C. § 621.

ANSWER: In response to the allegations contained in Paragraph 17 of the SAC, FCA US states that the allegations contained therein constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this Paragraph on that basis and leaves Plaintiffs to their proofs.

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This Court also has subject matter jurisdiction pursuant to 28 U.S.C. ยง

1332(d)(2).

ANSWER: In response to the allegations contained in Paragraph 18 of the SAC, FCA US states that the allegations contained therein constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this Paragraph on that basis and leaves Plaintiffs to their proofs.

19.

This Court has supplemental jurisdiction over Plaintiffs' claims under

Michigan law pursuant to 28 U.S.C. ยง 1367(a) because they are inextricably intertwined with the federal claims and arise out of the same nucleus of operative facts, such that the state and federal claims are part of the same case and controversy.

ANSWER: In response to the allegations contained in Paragraph 19 of the SAC, FCA US states that the allegations contained therein constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this Paragraph on that basis and leaves Plaintiffs to their proofs.

20.

Venue is proper in this district as Defendant conducts business within

the Eastern District of Michigan and is subject to personal jurisdiction within the Eastern District of Michigan and a substantial part of the events giving rise to the

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claims alleged occurred in the Eastern District of Michigan. See 29 U.S.C. § 1391(b).

ANSWER: In response to the allegations contained in Paragraph 20 of the SAC, FCA US states that the allegations contained therein constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this Paragraph on that basis and leaves Plaintiffs to their proofs.

21.

Plaintiffs exhausted their administrative remedies on behalf of

themselves and on behalf of a class of similarly situated individuals as follows: a.

On or around March 9, 2017, after filing a charge with the. Equal

Employment Opportunity Commission ("EEOC") for age discrimination on his behalf and on behalf of others similarly situated challenging the performance rating process, Plaintiff Cerjanec was issued his Right to Sue letter. (Exh. A — March 9, 2017; Right to Sue Letter) b.

On or around December 5, 2017, after filing a charge with the EEOC

for age discrimination on his behalf and on behalf of others similarly situated challenging the performance-rating process, Plaintiff Bravo was issued his Right to Sue Letter. (Exh. B — EEOC Charge; Right to Sue Letter). c.

On or around April l, 2017, after filing a charge with the EEOC for

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challenging the performance-rating process, Plaintiff Modlin was issued his Right to Sue. (Exh. C — EEOC Charge; Right to Sue Letter).

ANSWER: In response to the allegations of Paragraph 21 of the SAC, FCA US denies that Plaintiffs have fully exhausted their administrative remedies as to their individual claims or claims on behalf of the putative class and collective members they seek to represent, the existence of which is expressly denied.

Further

answering, FCA US admits that Cerjanec, Bravo and Modlin filed Charges of Discrimination with the Equal Employment Opportunity Commission and received Notices of Right to Sue. FCA US avers that the allegation that Cerjanec’s, Bravo’s, and/or Modlin’s Charges were on “behalf of a class of similarly situated individuals” calls for a legal conclusion to which no response is required and, on that basis, FCA US denies the same. Further answering, FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US admits only that Plaintiffs purport to “represent” other employees in this action. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, -16-

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or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 21.

ANSWER TO PLAINTIFFS’ “APPLICABLE FACTS” 22.

Plaintiffs incorporate by reference the foregoing paragraphs, as

though fully set forth herein.

ANSWER: Defendant FCA US hereby incorporates its answers to Paragraphs 1 through 21 as though fully restated herein.

ANSWER TO PLAINTIFFS’ “THE PLM RATING/RANKING PROCESS” 23.

Pertaining to this action, Defendant FCA maintains job compensation

categories, bands, and/or titles for salaried employees in which employees, in part, are classified from higher to lower management levels in the following manner: Senior Manager, Senior Professional, Mid-Level Professional, and Professional.

ANSWER: In response to the allegations of Paragraph 23 of the SAC, FCA US admits that it maintains “pay grades” for salaried non-union employees and that pay grades 89-95 are applied to management levels that are from higher to lower in the following manner: Senior Manager, Senior Professional, Mid-Level Professional, and Professional. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 23.

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24.

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Plaintiffs and the similarly-situated employees in the Plaintiff Class

currently have or previously had assigned job titles within the range of Senior Manager, Senior Professional, Mid-Level Professional, and Professional.

ANSWER: In response to the allegations contained in Paragraph 24 of the SAC, FCA US admits that Plaintiffs currently have or previously had different assigned job titles within the Senior Manager, Senior Professional, Mid-Level Professional, and/or Professional management levels. FCA US expressly denies the existence of any similarly situated individuals with respect to the allegations in the SAC and denies any wrongdoing or liability. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 24.

25.

Throughout their employment with FCA or its predecessor(s),

Plaintiffs and all other similarly-situated salaried employees were subjected to an annual rating/ranking system known as Performance and Leadership Management ("PLM").

ANSWER: In response to the allegations of Paragraph 25 of the SAC, FCA US denies the allegations in Paragraph 25 and states that the Performance and Leadership Management (“PLM�) system was not utilized by FCA US, as defined in footnote 1 of this Answer, before 2010.

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The Company policy that drives the disparate impact on older FCA

employees is the forced-ranking requirement and the calibration process ("Forced Ranking/Calibration Process") of the PLM, as set forth below in greater detail.

ANSWER: In response to the allegations of Paragraph 26 of the SAC, FCA US denies the allegations contained in Paragraph 26. Further answering, FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiffs.

Except as expressly

admitted herein, FCA US denies all allegations contained in Paragraph 26.

27.

The Forced Ranking/Calibration Process is the glue, or the single

factor, that has caused the disparate impact on older FCA employees, as set forth below.

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alleged “Forced Ranking/Calibration Process”, states that FCA US does not employ a forced ranking process and denies that its calibration processes have a disparate impact on “older” FCA US employees. Further answering, FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as

expressly admitted herein, FCA US denies all allegations contained in Paragraph 27.

28.

The PLM uses Nine Boxes consisting of three rows of three boxes.

The boxes are presented on a vertical and horizontal axis: the vertical access represents "Performance" traits and the horizontal axis represents "Leadership" trains.

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axis represents performance ratings. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 28.

29.

The highest Box on the vertical Performance Axis is on the top row.

The highest Box on the horizontal Leadership Axis is in the third row from the axis. The highest possible rating for both Performance and Leadership would be placement in the box on the top row further from the axis.

ANSWER: In response to the allegations contained in Paragraph 29 of the SAC, FCA US admits that the highest Performance rating is on the top row while the highest Leadership rating is in the third row from the axis. Further, FCA US admits that the highest possible rating for both Performance and Leadership would be placement in Box 9 on the top row furthest from the axis. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 29.

30.

A salaried employee's initial PLM rating, as issued by their direct

supervisor, is generally known as the Performance and Leadership Management Rating, or "PLM Rating."

ANSWER: FCA US admits the allegations of Paragraph 30 and further states that the term “PLM Rating� is not limited to the initial rating provided by a direct supervisor. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 30.

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The PLM utilizes a forced-ranking system. This means that there are

mandatory fixed percentage limitations on the number of salaried employees who can receive the high ratings and requires that a number of salaried employees that are to receive the low ratings.

ANSWER: FCA US denies the allegations of Paragraph 31.

32.

In order to achieve this forced-ranking objective, FCA personnel meet

and conduct what is generally known as a Calibration Process. During that process, the evaluating managers assemble and bring forward the names of salaried employees in their business units and collectively assign a score for each employee in accordance with mandatory percentage objectives established by upper Senior Management.

ANSWER: In response to the allegations of Paragraph 32 of the SAC, FCA US denies the allegations of Paragraph 32, stating that varying levels of FCA US management conduct differing types of what are known as calibration meetings at varying business levels of FCA US to ensure that PLM ratings and assessments are fair and consistent. FCA US denies that all employees are discussed in calibration meetings, and denies that mandatory percentage objectives are required to be used or are otherwise established by “Senior Management.� FCA US further denies that Plaintiffs have accurately described the procedure or objectives of the calibration

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process. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 32.

33.

During the Calibration Process, photos, ages, and/or Employee

Identification numbers ("Employee ID") of each employee are shown or made known to the evaluating managers.

ANSWER: In response to the allegations of Paragraph 33 of the SAC, FCA US denies the allegations of Paragraph 33, stating that the nature of the information, if any, available during any of the calibration processes varies widely and is not uniform. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 33.

34.

Photos of employees who are being rated are displayed and/or used by

managers, most of whom do not regularly, if at all, work with the employees they are rating.

ANSWER: In response to the allegations of Paragraph 34 of the SAC, FCA US denies the allegations of Paragraph 34, stating that the nature of the information, if any, available during any of the calibration processes varies widely and is not uniform. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 34.

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Employee IDs are, designed in a way that newer employees with

Defendant are assigned a higher number than the employees who have been employed with Defendant longer.

ANSWER: In response to the allegations of Paragraph 35 of the SAC, FCA US denies the allegations in Paragraph 35 of the SAC because CIDs are not always sequential based upon the corporate service date. Further answering, FCA US states that the assignment of Employee CID numbers to employees in numerical sequential order is not unlawful and has no relationship to any alleged discrimination. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by

Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiffs.

Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 35.

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The photos and the Employee IDs provide information to evaluating that

identifies

the

older

employees

during

the

Forced

Ranking/Calibration Process. In some instances, actual ages of employees are also made known during the Forced Ranking/Calibration Process.

ANSWER: In response to the allegations of Paragraph 36 of the SAC, FCA US denies the allegations contained in Paragraph 36, denies the existence of any alleged “Forced Ranking/Calibration Process,� and states that FCA US does not employ a forced ranking process. Further answering, FCA US states that the nature of the information, including potentially photographs, if any, available during any of the calibration processes varies widely and is not uniform. Further answering, FCA US denies that it employs a forced-ranking system and denies that there are steps taken to intentionally reveal the ages of employees during the calibration process. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 36.

37.

A salaried employee could receive a PLM Rating of "6" from an

immediate supervisor but, because of the Forced Ranking/Calibration Process, his or her score could move up or down in order to achieve the forced-ranking results mandated by Senior Management.

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alleged “Forced Ranking/Calibration Process”, and states that FCA US does not employ a forced ranking process. Further answering, FCA US states that an employee’s initial PLM rating as provided by the employee’s immediate supervisor could be moved higher or lower as a result of numerous factors. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 37.

38.

The employee's final PLM score after the Calibration Process, which

may differ from the "PLM Rating" issued by the immediate supervisor, is a numerical score known as the "PLM Score."

ANSWER: In response to the allegations of Paragraph 38 of the SAC, FCA US denies the allegations as stated in Paragraph 38. FCA US states that the final PLM rating issued to an employee can be referred to as a PLM rating and the final rating is issued after the completion of all calibration processes, which may or may not involve any specific employee. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 38.

39.

The ratings on the Nine Box PLM control the allocation of merit

increases, bonuses, and other forms of incentive compensation; Placement on the Nine Box hierarchy will also control promotion and transfer opportunities; Poor performance on the Nine Box hierarchy could result in being placed on a

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Performance Improvement Plan ("PIP"), lead to demotion, termination, or other adverse employment actions.

ANSWER: In response to the allegations in Paragraph 39, FCA US denies that “the ratings in the 9-box PLM control the allocation of merit increases, bonuses, and other forms of compensation.” FCA US acknowledges, however, that an employee’s performance as reflected by his or her PLM rating can impact incentive compensation in that it impacts the percentage of the employee’s PLM bonus. Similarly, FCA US denies that “placement on the 9-box hierarchy will also control promotion and transfer opportunities” and FCA US denies the existence of any requirements or rules addressing the impact of a PLM rating of 5 or below on an employee’s promotion and transfer opportunities. FCA US denies the existence of any requirements or rules mandating that a PLM rating of 5 or below results in an employee “being placed on a performance improvement plan (‘PIP’), lead to demotion, termination or other adverse employment actions.” Except as expressly admitted herein, FCA US denies the allegations in Paragraph 39.

40.

The PLM's Forced Ranking/Calibration Process is implemented in a

manner that results in disproportionately favoring younger FCA salaried employees.

ANSWER: In response to the allegations of Paragraph 40 of the SAC, FCA US denies the allegations contained in Paragraph 40, denies the existence of any -27-

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alleged “Forced Ranking/Calibration Process�, and states that FCA US does not employ a forced ranking process. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiff. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 40.

41.

The forced-ranking method of rating or ranking employees has been

associated with unlawful age discrimination because it relies on stereotypes and results in favoring younger employees. See Journal of Human Rights, ABA, Volume 31, no. 2. (https://www.americanbar.org/publications/human rights magazine home/human rights voI31 2004/spring2004/hr, spring04 forced.html).

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systems are associated with any purported alleged unlawful discrimination. FCA US further states that the cited article in Journal of Human Rights, ADEA, Volume 31, no. 2, speaks for itself and no answer is required. FCA US further contends that this article does not constitute admissible evidence in this matter and should be stricken from the record. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication

by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 41.

42.

The Forced Ranking/Calibration Process of the PLM system is a long-

standing and demonstrable practice, process, and/or policy implemented companywide, which, upon information and belief, has been used since 2010 and continues to date as a process, policy, or practice of rating employees under the direction, supervision, and control of senior leadership, led by CEO Sergio Marchionne.

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ANSWER: In response to the allegations contained in Paragraph 42 of the SAC, FCA US admits that the PLM system has been used by FCA US since approximately 2010, with various modifications to it over time. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. FCA US further denies the involvement of its former or current CEO or executive or senior level management employees in determining or altering the PLM ratings of Plaintiffs and the class and collective action members they seek to represent, the existence of which is expressly denied. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 42.

43.

Receipt of a score below a 5 on the Nine Box Score after the Forced

Ranking/Calibration Process can result in that employee being placed on a Performance Improvement Plan, otherwise known as a PIP, or termination.

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ANSWER: In response to the allegations contained in Paragraph 43 of the SAC, FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

Further

answering, FCA US denies the existence of any requirements or rules requiring that a PLM rating of 5 or below results in an employee “being placed on a Performance Improvement Plan, otherwise known as a PIP, or termination.”

Except as expressly admitted herein, FCA US denies the allegations in Paragraph 43.

44.

And as a result of the Forced Ranking/Calibration Process, employees

with higher PLM Scores receive higher bonuses and additional pay awards, in addition to increased opportunities for advancement.

ANSWER: In response to the allegations in Paragraph 44 of the SAC, FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process. FCA US, however, acknowledges that an employee’s performance as reflected by his or her PLM rating can impact the percentage of the employee’s PLM bonus. FCA US denies the existence of any requirements or rules addressing the impact of a PLM rating of 5 or below on an employee’s advancement opportunities or receiving “additional pay awards.” Except as expressly admitted herein, FCA US denies the allegations in Paragraph 44.

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By contrast, employees with lower PLM Scores receive lesser or no

bonuses and pay awards, and face diminished opportunities for advancement.

ANSWER: In response to the allegations in Paragraph 45 of the SAC, FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process. FCA US, however, acknowledges that an employee’s performance as reflected by his or her PLM rating can impact the percentage of the employee’s PLM bonus. FCA US denies the existence of any requirements or rules addressing the impact of a PLM rating of 5 or below on an employee’s advancement opportunities or receiving “pay awards.” Except as expressly admitted herein, FCA US denies the allegations in Paragraph 45.

46.

Bonus-based ratings are also increased the higher up the management

level hierarchy an employee reaches. For example, a Senior Professional's rating of 6/9 (nine being the highest) would net a certain bonus, whereas a Senior Manager's rating of 6/9 would net a bigger bonus.

ANSWER: In response to the allegations in Paragraph 46 of the SAC, FCA US denies the allegations contained in Paragraph 46 as stated.

FCA US states that

employees in lower-level management positions may receive higher bonuses than similarly rated employees in higher level management positions depending on the

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position and circumstances at issue. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 46.

47.

Upon information and belief, on a company-wide basis, and as a result

of the Forced Ranking/Calibration Process, salaried, non-union employees under the age of 55 with job titles of Senior Manager to Professional disproportionately receive higher PLM Scores and consequently higher compensation, bonuses, and other benefits than salaried, non-union employees ages 55 and older, including the Class Representatives.

ANSWER: In response to the allegations in Paragraph 47 of the SAC, FCA US denies the allegations of Paragraph 47. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others -33-

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similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 47.

48.

In other words, salaried, non-union employees ages 55 and older that

were subject to the Forced Ranking/Calibration Process were and are rated with lower PLM Scores, at 5 or below, at a disproportionate rate when compared to salaried, non-union employees under the age of 55.

ANSWER: In response to the allegations in Paragraph 48 of the SAC, FCA US denies the allegations of Paragraph 48. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 48.

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Upon information and belief, and as a result of the annual Forced

Ranking/Calibration Process used on a company-wide basis, in 2014, 2015, and 2016, the PLM Scores for Plaintiffs and similarly-situated members of the Plaintiff Class were disproportionately lower in comparison to employees under the age of 55.

ANSWER: In response to the allegations in Paragraph 49 of the SAC, FCA US denies the allegations of Paragraph 49. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 49.

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Upon information and belief, and as a result of the continued use of

the annual Forced Ranking/Calibration Process used on a company-wide basis, Plaintiff Class' PLM Scores are disproportionately lower in 2017 and to the present, in comparison to employees under the age of 55.

ANSWER: In response to the allegations in Paragraph 50 of the SAC, FCA US denies the allegations of Paragraph 50. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 50.

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As a result of the Forced Ranking/Calibration Process, members of

Plaintiff Class were disproportionately given lower scores of 5 and below, thus resulting in the receipt of lower bonuses and compensation.

ANSWER: In response to the allegations in Paragraph 51 of the SAC, FCA US denies the allegations of Paragraph 51. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 51.

52.

As a result of Defendant's Forced Ranking/Calibration Process,

Plaintiff Cerjanec received PLM Scores of 5, 4, and 1, in 2014, 2015, and 2016, respectively, which resulted in receipt of reduced compensation and/or bonuses.

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ANSWER: In response to the allegations in Paragraph 52 of the SAC, FCA US admits that Cerjanec’s PLM ratings for 2014, 2015, and 2016 are accurately stated.

FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

Further

answering, FCA US affirmatively states that Cerjanec’s PLM ratings accurately reflect his job performance. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 52.

53.

As a result of Defendant's Forced Ranking/Calibration Process,

Plaintiff Bravo received PLM Scores of 5, 4, and 2 in 2014, 2015, and 2016, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 53 of the SAC, FCA US admits that Bravo’s PLM ratings for 2014, 2015, and 2016 are accurately stated.

FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

Further

answering, FCA US affirmatively states that Bravo’s PLM ratings accurately reflect his job performance. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 53.

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As a result of Defendant's Forced Ranking/Calibration Process,

Plaintiff Modlin received PLM Scores of 5, 1, and 1 in 2014, 2015, and 2016, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 54 of the SAC, FCA US admits that Modlin’s PLM ratings for 2014, 2015, and 2016 are accurately stated.

FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

Further

answering, FCA US affirmatively states that Modlin’s PLM ratings accurately reflect his job performance. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 54.

55.

As a result of Defendant's Forced Ranking/Calibration Process,

Plaintiff Winfrey received PLM Scores of 4, 5, and 2 for 2014, 2015, and 2016, respectively, which resulted in receipt of reduced compensation and/or bonuses.

ANSWER: In response to the allegations in Paragraph 55 of the SAC, FCA US admits that Winfrey’s PLM ratings for 2014, 2015, and 2016 are accurately stated.

FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

Further

answering, FCA US affirmatively states that Winfrey’s PLM ratings accurately reflect his job performance. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 55.

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On or around February 21, 2017, as a direct result of receiving lower

PLM scores, Plaintiff Cerjanec was terminated.

ANSWER: In response to the allegations in Paragraph 56 of the SAC, FCA US denies the allegations of Paragraph 56. Further answering, Cerjanec’s termination was the direct result of his poor job performance.

57.

As a direct result of receiving lower PLM scores, Plaintiff Modlin

involuntarily resigned his employment due to intolerable working conditions.

ANSWER: In response to the allegations in Paragraph 57 of the SAC, FCA US denies as untrue the allegations of Paragraph 57, stating that Modlin’s working conditions were not intolerable as previously addressed by the Court. In regard to Modlin’s allegation that receipt of lower PLM ratings played a role in his resignation, his claim for constructive discharge has already been dismissed and no further response is required from FCA US. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 57.

58.

At all times relevant hereto, Defendant was aware that the Forced

Ranking/Calibration Process had an adverse impact on salaried, non-union employees ages 55 and older, but failed to take remedial action to correct the agedbased adverse impact.

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ANSWER: In response to the allegations in Paragraph 58 of the SAC, FCA US denies the allegations contained in Paragraph 58. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 58.

59.

Defendant's Forced Ranking/Calibration Process is not a discrete act,

but rather is a company-wide, discriminatory performance rating and compensation scheme that resulted in an adverse impact against Plaintiffs and Plaintiff Class.

ANSWER: In response to the allegations in Paragraph 59 of the SAC, FCA US denies the allegations contained in Paragraph 59. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA -41-

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US does not employ a forced ranking process. FCA US further denies of any alleged “compensation scheme” and states that it fairly and lawfully compensates it employees. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiffs.

Except as

expressly admitted herein, FCA US denies all allegations contained in Paragraph 59.

ANSWER TO PLAINTIFFS’ “COLLECTIVE ACTION ALLEGATIONS UNDER THE ADEA” 60.

Plaintiffs incorporate by reference the foregoing paragraphs, as

though fully set forth herein.

ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 59 as though fully restated herein.

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Plaintiffs bring this collective action pursuant to 29 U.S.C. § 626(b) of

the ADEA, individually, and on behalf of: All salaried, non-union employees ages 55 and older with job titles ranging from Senior Manager, Senior Professional, Mid-Level Professional, and Professional that were and/or remain subject to Defendant FCA's PLM Forced Ranking/Calibration Process or practice beginning in the year 2014 and continuing to the present who received a PLM Score of 5 or lower.

Plaintiffs reserve the right to amend this definition as necessary.

ANSWER: In response to the allegations contained in Paragraph 61 of the SAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs purport to bring this action as “collective action pursuant to 29 U.S.C. § 626(b) of the ADEA, individually, and on behalf of” alleged similarly situated persons.

Further answering, FCA US denies that it engaged in any

conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ADEA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective.

Further answering, FCA US states that the claims of some or all Plaintiffs and/or some or all of the alleged similarly situated individuals they seek to represent, the -43-

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existence of which is expressly denied, are subject to binding arbitration agreements requiring individual arbitration of their claims. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 61.

62.

With respect to the claims set forth in this action, a collective action

under the ADEA is appropriate because the employees described above are "similarly situated" to Plaintiffs under 29 U.S.C. §216(b), which is incorporated by the ADEA. 29 U.S.C. § 626(b). The class of employees on behalf of whom Plaintiffs bring this collective action are similarly situated because (a) they have been or are employed in the same or similar positions; (b) they were or are subject to the same or similar unlawful Process; and (c) their claims are based upon the same factual and legal theories.

ANSWER: In response to the allegations contained in Paragraph 62 of the SAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs purport to bring this action as collective action under the ADEA pursuant to 29 U.S.C. § 626(b) and 29 U.S.C. §216(b) on behalf of alleged “similarly situated” persons.

Further answering, FCA US denies that the

“[purported] class of employees on behalf of whom Plaintiffs bring this collective action are similarly situated because (a) they have been or are employed in the same or similar positions; (b) they were or are subject to the same or similar -44-

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unlawful Process; and (c) their claims are based upon the same factual and legal theories.” FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate the ADEA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective. Further answering, FCA US states that the claims of Plaintiffs and/or some of the alleged similarly situated individuals they seek to represent are subject to individual arbitration.

Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 62.

63.

The employment relationship between Defendant and every Class

member is the same and differs only by job title, location, and rate of pay. The key issue — the disparate impact caused by Defendant's Forced Ranking/Calibration Process — does not vary substantially from Class member to Class member.

ANSWER: In response to the allegations in Paragraph 63 of the SAC, FCA US denies the allegations contained in Paragraph 63. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA -45-

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US does not employ a forced ranking process. FCA US further denies that “[t]he employment relationship between Defendant and every Class member is the same and differs only by job title, location, and rate of pay� and the existence of any disparate impact. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by

Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 63.

64. whether

The key legal issues are also the same for every Class member, to wit: Defendant's

Forced

Ranking/Calibration

Process

resulted

in

disproportionately lower scores and ratings for employees 55 and over and thereby disparately impacted those employees in violation of the ADEA. ANSWER: In response to the allegations in Paragraph 64 of the SAC, FCA US denies the allegations contained in Paragraph 64. FCA US further denies the -46-

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existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process. FCA US further denies that “[t]he key legal issues as also the same”, denies that the issues presented by this dispute are the same for every alleged collective action member and denies the existence of any disparate impact. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication

by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 64.

65.

Defendant's Forced Ranking/Calibration Process — in the rating of

salaried, non-union employees — which includes: 1) forced ranking or distribution of employees; 2) an arbitrary "calibration" element of rating employees; 3) use of photographs to identify Plaintiffs, when the PLM Score to issue the employees is decided; 4) the use of age data or Employee ID information in which sequential -47-

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numbers correlate with age and indicate the approximate number of years an employee has been employed with the company; and 5) forced or recommended rating distribution — causing certain percentage of employees to receive lower PLM Scores — subjected company-wide salaried, non-union employees ages 55 and older to less favorable and disproportionate adverse ratings in comparison to salaried, non-union employees under the age of 55, resulting in reduced compensation and bonuses.

ANSWER: In response to the allegations contained in Paragraph 66 of the SAC, FCA US denies the allegations contained in Paragraph 66. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

Although it does utilize a

calibration process to ensure fairness in its assessments of employees, FCA US denies that that process is “arbitrary.” The information and materials, including possible photographs and Employee IDs, available during the calibration process vary widely amongst business levels. FCA US denies as untrue Plaintiffs’ express and/or implied contention that photographs are utilized in order to discriminate against employees age 55 or older. Similarly, FCA US denies as untrue Plaintiffs’ contention that age data or employee ID information is utilized in the rating of salaried non-union employees. FCA US denies as untrue Plaintiffs’ contention that FCA US’s calibration process or any portion of its evaluation system subjected

-48-

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company-wide salaried, non-union employees ages 55 and older to less favorable and disproportionate adverse ratings in comparison to salaried non-union employees under the age of 55. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 65.

66.

In other words, Plaintiff Class — which comprises of salaried, non-

union employees who had job titles ranging from Senior Manager, Senior Professional, Mid-Level Professional, and Professional — was more adversely and disproportionately affected by Defendant's Forced Ranking/Calibration Process.

ANSWER: In response to the allegations in Paragraph 66 of the SAC, FCA US denies the allegations contained in Paragraph 66. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA -49-

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US does not employ a forced ranking process. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as

expressly admitted herein, FCA US denies all allegations contained in Paragraph 66.

67.

Such disparate impact affects Plaintiff Class in a number of ways,

including, but not limited to, termination of employment, lower bonuses, less compensation, and the diminution or loss of other privileges and benefits, as well as increase in medical costs, reduction or loss of pension and retirement benefits, and/or the loss or diminution of future advancement consideration.

ANSWER: In response to the allegations in Paragraph 67 of the SAC, FCA US denies the allegations contained in Paragraph 67, stating that its calibration process -50-

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and its evaluation system as a whole do not create an adverse impact or discriminate against Plaintiff class. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 67.

68.

Plaintiff seeks to maintain this collective action on the issues of

whether Defendant engaged in unlawful discrimination and whether Defendant should be enjoined from continuing its discriminatory policies.

ANSWER: In response to the allegations contained in Paragraph 68 of the SAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs “seeks [sic] to maintain this collective action on the issues of whether Defendant engaged in unlawful discrimination and whether Defendant should be enjoined from continuing its discriminatory policies as collective action -51-

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under the ADEA.� FCA US denies that this action can properly be pursued as a collective action. FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ADEA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective.

Further responding, FCA US states that the claims of Plaintiffs and/or some of the alleged similarly situated individuals they seek to represent are subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 68.

69.

Plaintiffs seek, for themselves and Plaintiff Class, a declaration that

their rights were violated, and a judgment awarding back pay, front pay, or reinstatement, and liquidated damages equal to the amount of their back pay award, based upon Defendant's willful violation of the ADEA. Plaintiffs also seek an award of attorneys' fees and costs.

ANSWER: In response to the allegations contained in Paragraph 69 of the SAC, to the extent that an answer is required to the statements therein, FCA US admits -52-

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only that Plaintiffs seek certain relief, but deny they are entitled to any such relief.

FCA US denies that this action can properly be pursued as a collective action.

FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ADEA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective. Further responding, FCA US states that the claims of Plaintiffs and/or some of the alleged similarly situated individuals they seek to represent are subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 69.

ANSWER TO PLAINTIFFS’ “CLASS ACTION ALLEGATIONS UNDER ELCRA” 70.

Plaintiffs incorporate by reference the foregoing paragraphs, as

though fully set forth herein.

ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 69 as though fully restated herein.

-53-

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71.

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Plaintiffs bring their stated ELCRA employment action pursuant to

Fed. R. Civ. P. 23(b)(2) and (b)(3), individually, and on the behalf of: All salaried, non-union employees ages 55 and older with job titles ranging from Senior Manager, Senior Professional, Mid-Level Professional, and Professional that were and/or remain subject to Defendant FCA's PLM Forced Ranking/Calibration Process or practice beginning in the year 2014 and continuing to the present who received a PLM Score of 5 or lower.

Plaintiffs reserve the right to amend this definition as necessary.

ANSWER: In response to the allegations contained in Paragraph 71 of the SAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs purport to bring “their stated ELCRA employment action pursuant to Fed. R. Civ. P. 23(b)(2) and (b)(3), individually, and on the behalf of� alleged similarly situated persons. Further answering, FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ELCRA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective. Further responding, FCA US states that the claims of some or all Plaintiffs and/or some or all of the alleged similarly situated individuals they -54-

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seek to represent, the existence of which is expressly denied, are subject to binding arbitration agreements requiring individual arbitration of their claims. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 71.

72.

Defendant's Forced Ranking/Calibration. Process — in the rating of

salaried, non-union employees — which includes: 1) forced ranking or distribution of employees; 2) an arbitrary "calibration" element of rating employees; 3) use of photographs to identify Plaintiffs to management when the PLM Score to issue the employees was decided; 4) the use of age data or Employee ID information in which sequential numbers correlate with age and indicate the approximate number of years an employee has been employed with the company; and 5) forced or recommended rating distribution — causing certain percentage of employees to receive lower PLM Scores — subjected company-wide salaried, non-union employees ages 55 and older to less favorable and disproportionate adverse ratings in comparison to salaried, non-union employees under the age of 55, resulting in reduced compensation and bonuses.

ANSWER: In response to the allegations contained in Paragraph 72 of the SAC, FCA US denies the allegations contained in Paragraph 72. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

-55-

Although it does utilize a

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calibration process to ensure fairness in its assessments of employees, FCA US denies that that process is “arbitrary.” The information and materials, including possible photographs in employee profiles, available during the calibration process vary widely amongst business levels. FCA US denies as untrue Plaintiffs’ express and/or implied contention that photographs are utilized in order to discriminate against employees age 55 or older. Similarly, FCA US denies as untrue Plaintiffs’ contention that age data or employee ID information is utilized in the rating of salaried non-union employees. FCA US denies as untrue Plaintiffs’ contention that FCA US’s calibration process or any portion of its evaluation system subjected company-wide salaried, non-union employees ages 55 and older to less favorable and disproportionate adverse ratings in comparison to salaried non-union employees under the age of 55. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly

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situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 72.

73.

In other words, Plaintiff Class — which comprises of salaried, non-

union employees who had job titles ranging from Senior Manager, Senior Professional, Mid-Level Professional, and Professional — was disproportionately adversely affected by Defendant's Forced Ranking/Calibration Process.

ANSWER: In response to the allegations in Paragraph 73 of the SAC, FCA US denies the allegations contained in Paragraph 73. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

-57-

Except as

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expressly admitted herein, FCA US denies all allegations contained in Paragraph 73.

74.

Such disparate impact affects Plaintiff Class in a number of ways,

including, but not limited to, bonuses for a given year, additional compensation, other privileges and benefits, increase in medical costs, and loss in pension benefits.

ANSWER: In response to the allegations in Paragraph 74 of the SAC, FCA US denies the allegations contained in Paragraph 74, stating that its calibration process and its evaluation system as a whole do not create an adverse impact or discriminate against Plaintiff class. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 74.

-58-

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75.

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Plaintiff seeks to maintain this Class, pursuing their claim under

ELCRA pursuant to Federal Rules of Civil Procedure 23, on the issues of whether Defendant engaged in unlawful age discrimination and whether Defendant should be enjoined from continuing its discriminatory policies.

ANSWER: In response to the allegations contained in Paragraph 75 of the SAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs “seeks [sic] to maintain this Class, pursuing their claim under ELCRA pursuant to Federal Rules of Civil Procedure 23, on the issues of whether Defendant engaged in unlawful age discrimination and whether Defendant should be enjoined from continuing its discriminatory policies.� FCA US denies that this action can properly be pursued as a collective action. FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ADEA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective. Further responding, FCA US states that the claims of Plaintiffs and/or some of the alleged similarly situated individuals they seek to -59-

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represent are subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 75.

76.

The Class is so numerous that joinder of all members is impracticable;

thousands of salaried workers have been subjected to Defendant's Forced Ranking/Calibration Process.

ANSWER: In response to the allegations contained in Paragraph 76 of the SAC, FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

Further answering, without further clarification of the FCA US employees (past or present) who would fall within Plaintiffs’ alleged class definition, FCA US does not have enough information to determine the number of alleged class members Plaintiffs seek to represent. For this reason, and because the allegations constitute a legal conclusion requiring no answer, FCA neither admits nor denies the allegations of Paragraph 76 but leaves Plaintiffs to their proofs.

Except as

expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 76.

77.

Plaintiffs do not know the precise number of the Class, but can easily

ascertain this information from Defendant's records.

-60-

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ANSWER: In response to the allegations contained in Paragraph 77 of the SAC, without further clarification of the FCA US employees (past or present) who would fall within Plaintiffs’ alleged class definition, FCA US does not have enough information to determine the identity or number of alleged class members Plaintiffs seek to represent, nor can it be sure of whether its records would reveal the identity of such employees. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 77.

78.

Common questions of fact and law exist as to all members of the

Class and predominate over any questions solely affecting individual members of the Class.

ANSWER: In response to the allegations contained in Paragraph 78 of the SAC, FCA US denies the allegations in Paragraph 78. FCA US further denies that this action can properly be pursued as a class action and states that individual questions pertaining to the Plaintiffs’ liability and damages predominate over any common questions of fact or law. FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ADEA or the ELCRA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or -61-

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any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective.

Further responding, FCA US states that the claims of Plaintiffs and/or some of the alleged similarly situated individuals they seek to represent are subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 78.

79. whether

Among the questions of law and fact in common to Plaintiff Class is Defendant

violated

ELCRA

by

implementing

their

Forced

Ranking/Calibration Process in such a manner that resulted in a disparate impact on employees ages 55 and older by, among other things: 1) disproportionately receiving lower PLM Scores resulting in lower pay raises, bonuses, and loss of other benefits; and 2) disproportionately being subjected to less opportunities for retention, development, and succession or advancement opportunities.

ANSWER: In response to the allegations contained in Paragraph 79 of the SAC, FCA US denies the allegations in Paragraph 79. FCA US specifically denies that it violated the ADEA or ELCRA, denies that it employs a forced-ranking process, denies that its evaluation system as a whole or calibration process in particular resulted in a disparate impact on employees 55 and older, and denies that its evaluation system somehow discriminatorily resulted in employees receiving lower PLM ratings, lower pay raises, bonuses and benefits and/or fewer opportunities for -62-

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retention, development, and advancement. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process. FCA US also denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ELCRA or ADEA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective. Further answering, FCA US states that the claims of Plaintiffs and/or some of the alleged similarly situated individuals they seek to represent are subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 79.

80.

In other words, Defendant's Forced Ranking/Calibration Process, in

rating performance of employees, has had a significant disparate impact on qualified employees, including Plaintiff Class.

ANSWER: In response to the allegations in Paragraph 80 of the SAC, FCA US denies the allegations contained in Paragraph 80. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA -63-

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US does not employ a forced ranking process. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 80.

81.

Plaintiffs' claims are typical of the claims of the members of the Class

and they are adequate representatives of the Class.

ANSWER: In response to the allegations in Paragraph 81 of the SAC, FCA US denies the allegations contained in Paragraph 81. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there

-64-

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are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 81.

82.

Plaintiffs are members of the Class. Given Plaintiffs' injuries and

losses, Plaintiffs are committed to the prosecution of this action for the benefit of the Class.

ANSWER: In response to the allegations contained in Paragraph 82 of the SAC, FCA US acknowledges that Plaintiffs claim they are members of their alleged class, the existence of which is expressly denied. As to whether Plaintiffs have incurred injuries and losses such that they are committed to the prosecution of this action for the benefit of the alleged class, FCA US denies that it has discriminated against Plaintiffs because of their age causing them any injuries and/or damages.

Further, FCA US lacks sufficient knowledge or information to determine whether Plaintiffs are committed to the prosecution of this action for the benefit of the alleged class and, therefore, FCA US denies this allegation and leaves Plaintiffs to their proofs.

83.

Plaintiffs and members of the Class have sustained damages because

of Defendant's unlawful activities alleged herein.

ANSWER: In response to the allegations in Paragraph 83 of the SAC, FCA US denies the allegations contained in Paragraph 83. Further answering, FCA US

-65-

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denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 83.

84.

Plaintiffs have retained counsel, competent and experienced in

employment, civil rights, and age discrimination litigation, and intend to prosecute this action vigorously.

ANSWER: In response to the allegations contained in Paragraph 84 of the SAC, FCA US admits that Plaintiffs have apparently retained counsel.

As to the

competency and experience of counsel and Plaintiffs’ intentions in regard to the prosecution of this action, lacking sufficient information or knowledge to answer, FCA US denies those allegations and leaves Plaintiffs to their proofs.

85.

Plaintiffs have no interests that would cause them to act adversely to

the best interests of the class.

ANSWER: In response to the allegations in Paragraph 85 of the SAC, FCA US presently lacks knowledge or information sufficient to form a belief as to what “interests” Plaintiffs are referencing or whether they could have “interests” that would cause them to act adversely to the best interests of the alleged class, and not knowing exactly who would or would not be contained in the alleged class, FCA

-66-

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US therefore denies the allegations contained in Paragraph 85. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as expressly

admitted herein, FCA US denies all allegations contained in Paragraph 85.

86.

The maintenance of the action as a class action will be superior to

other available methods of adjudication and will promote the convenient administration of justice. Moreover, the prosecution of separate actions by individual members of the Class could result in inconsistent or varying adjudications with respect to individual members of the Class.

ANSWER: In response to the allegations in Paragraph 86 of the SAC, FCA US denies the allegations contained in Paragraph 86. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiffs. FCA US further states that, because of significant individual issues as to liability and damages, individual actions, whether in arbitration or court, are a superior way to adjudicate Plaintiffs’ contentions. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 86.

-67-

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87.

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Defendant has acted or failed to act on grounds generally applicable to

all Plaintiffs, necessitating declaratory and injunctive relief for the Class.

ANSWER: In response to the allegations in Paragraph 87 of the SAC, FCA US denies the allegations contained in Paragraph 87. FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate the ADEA or ELCRA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective. Further responding, FCA US states that the claims of Plaintiffs and/or of some of the alleged similarly situated individuals they seek to represent are subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 87.

88.

Plaintiffs seek, for themselves and Plaintiff Class, a declaration that

their rights were violated, and a judgment awarding them economic damages, noneconomic damages, and attorneys' fees and costs, and other remedies necessary to make them whole for damages they suffered, and to help ensure Defendant will not subject future workers to the same illegal conduct in the future.

-68-

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ANSWER: In response to the allegations contained in Paragraph 88 of the SAC, to the extent that an answer is required to the statements therein, FCA US admits only that Plaintiffs seek certain relief, but deny they are entitled to any such relief.

FCA US denies that this action can properly be pursued as a class or collective action. FCA US denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate the ELCRA. FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class, representative, or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs, or that Plaintiffs are proper or appropriate representatives of any class or collective.

Further

responding, FCA US states that the claims of Plaintiffs and/or of some of the alleged similarly situated individuals they seek to represent are subject to individual arbitration. Except as expressly admitted herein, FCA US denies all remaining allegations contained in Paragraph 88.

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ANSWER TO PLAINTIFFS’ “COUNT I AGE DISCRIMINATION IN VIOLATION OF THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, 29 U.S.C. § 621 ET SEQ., BY DEFENDANT AGAINST ALL PLAINTIFFS COLLECTIVE ACTION” 89.

Plaintiffs incorporate by reference the foregoing paragraphs, as

though fully set forth herein.

ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 88 as though fully restated herein.

90.

At all material times, Defendant FCA was an employer, covered by

and within the meaning of 29 U.S.C. § 621 et seq., otherwise known as the Age Discrimination in Employment Act of 1967 (the "ADEA"), as amended.

ANSWER: In response to the allegations contained in Paragraph 90 of the SAC, FCA US states that the allegations therein constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this paragraph on that basis.

91.

Defendant FCA maintains a company-wide employment practice, the

Forced Ranking/Calibration Process described above.

ANSWER: In response to Paragraph 91 of the SAC, FCA US denies the allegations contained in Paragraph 91. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process. Further answering, FCA US acknowledges that

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it has an evaluation system that pertains to salaried non-union employees and a component of that system consists of a calibration process. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 91.

92.

Defendant's Forced Ranking/Calibration Process for rating and

ranking employees, which includes the use of photographs, age data, or Employee ID's, and a forced distribution of performance scores, has had, and continues to have, a significant disparate impact on non-union, salaried employees ages 55 and older, including Plaintiffs and Plaintiff Class.

ANSWER: In response to the allegations contained in Paragraph 92 of the SAC, FCA US denies the allegations contained in Paragraph 92. FCA US denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process.

Although it does utilize a

calibration process to ensure fairness in its assessments of employees, the information and materials, including possible photographs in employee profiles, available during the calibration process vary widely amongst business levels and FCA US denies as untrue Plaintiffs’ express and/or implied contention that photographs are utilized in order to discriminate against employees age 55 or older.

Similarly, FCA US denies as untrue Plaintiffs’ contention that age data or employee ID information is utilized in the rating of salaried non-union employees.

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or any portion of its evaluation system subjected company-wide salaried, nonunion employees ages 55 and older to less favorable and disproportionate adverse ratings in comparison to salaried non-union employees under the age of 55. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs, or any other individual, to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as

expressly admitted herein, FCA US denies all allegations contained in Paragraph 92.

93.

The Forced Ranking/Calibration Process, which includes the use of

photographs, Employee ID's, and recommended forced distribution, serves no significant business need.

ANSWER: In response to the allegations contained in Paragraph 93 of the SAC, FCA US denies the allegations contained in Paragraph 93. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that -72-

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FCA US does not employ a forced ranking process. FCA US states that its PLM system serves a significant business need and provides fair and accurate employee performance assessments. Although it does utilize a calibration process to ensure fairness in its assessments of employees, the information and materials, including possible photographs in employee profiles, available during the calibration process vary widely amongst business levels. FCA US denies as untrue Plaintiffs’ express and/or implied contention that photographs are utilized in order to discriminate against employees age 55 or older. Similarly, FCA US denies as untrue Plaintiffs’ contention that age data or employee ID information is utilized in the rating of salaried non-union employees. FCA US denies as untrue Plaintiffs’ contention that FCA US’s calibration process or any portion of its evaluation system subjected company-wide salaried, non-union employees ages 55 and older to less favorable and disproportionate adverse ratings in comparison to salaried non-union employees under the age of 55. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or

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implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 93.

94.

Defendant FCA's employment practice is not based on any reasonable

factor.

ANSWER: FCA US denies the allegations contained in Paragraph 94 of the SAC.

95.

Defendant's use of their Forced Ranking/Calibration Process has

resulted in a disproportionate number of employees ages 55 and older losing bonuses, additional compensation, and other privileges and benefits, including pension and retirement benefits, and the loss of advancement opportunities, among other losses.

ANSWER: In response to the allegations in Paragraph 95 of the SAC, FCA US denies the allegations contained in Paragraph 95. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies

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that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as

expressly admitted herein, FCA US denies all allegations contained in Paragraph 95.

96.

Defendant's rationale for its discrimination is not a legitimate non-

discriminatory reason for discriminating against employees Plaintiff Class.

ANSWER: In response to Paragraph 96 of the SAC, FCA US denies the allegations contained in Paragraph 96. FCA US affirmatively states that it has not discriminated against Plaintiffs and/or Plaintiffs’ alleged collective action members.

Further answering, FCA US states that its employees are fairly

evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any -75-

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unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 96.

97.

Defendant can rate its employees with an evaluation tool with a less

discriminatory impact.

ANSWER: In response to Paragraph 97 of the SAC, FCA US denies the allegations contained in Paragraph 97. Further answering, FCA US denies that it discriminates against its employees and/or that its evaluation system has a discriminatory impact. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance.

FCA US denies all

wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately -76-

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maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 97.

98.

Because of Defendant's Forced Ranking/Calibration Process, age was

an impermissible but-for cause of the injuries and adverse employment actions suffered by the members of the Plaintiff Class.

ANSWER: In response to the allegations in Paragraph 98 of the SAC, FCA US denies the allegations contained in Paragraph 98. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action or that there are others similarly situated to Plaintiffs.

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expressly admitted herein, FCA US denies all allegations contained in Paragraph 98.

99.

As a result of Defendant's discriminatory policies, Plaintiff Class has

been adversely impacted by having been denied the benefits (e.g. bonuses, pay raises, enhanced retirement benefits) afforded to salaried employees younger than 55 and similarly situated, in violation of the ADEA. ANSWER: In response to Paragraph 99 of the SAC, FCA US denies the allegations contained in Paragraph 99.

WHEREFORE, Defendant FCA US requests that this Court dismiss Plaintiffs’ Complaint in its entirety with prejudice and grant FCA US its costs and attorneys’ fees.

ANSWER TO PLAINTIFFS’ “COUNT II AGE DISCRIMINATION IN VIOLATION OF ADEA, 29 U.S.C. § 621 ET SEQ., BY DEFENDANT AGAINST PLAINTIFF, DAN CERJANEC, INDIVIDUALLY (WRONGFUL TERMINATION)” 100. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA US hereby incorporates its answers to Paragraph 1 through 99 as if fully restated herein.

101. At all material times, Defendant was an employer, covered by and within the meaning of the ADEA, 29 U.S.C. § 621 et seq.

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ANSWER: In response to the allegations contained in Paragraph 101 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

102. Plaintiff Cerjanec was part of a protected class.

ANSWER: In response to the allegations contained in Paragraph 102 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

103. Plaintiff Cerjanec was qualified for his position with Defendant FCA. ANSWER: In response to the allegations contained in Paragraph 103 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

104. Plaintiff Cerjanec's age was an impermissible but-for cause of the injuries and adverse employment actions suffered by Cerjanec, in that Cerjanec's age was a motivating factor that made a difference in Defendant FCA's decision to unlawfully issue Cerjanec lower PLM scores and discharge him from his employment.

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ANSWER: FCA US denies the allegations contained in Paragraph 104.

105. Defendant FCA, by its agents, representatives, and employees, was predisposed to discriminate on the basis of age and acted in accordance with that predisposition.

ANSWER: FCA US denies the allegations contained in Paragraph 105.

106. Defendant FCA treated Plaintiff Cerjanec differently from similarly situated employees in the terms and conditions of his employment, such as receiving low PLM Scores, based on the unlawful consideration of Plaintiff Cerjanec's age, when Plaintiff was discharged from his employment.

ANSWER: FCA US denies the allegations contained in Paragraph 106.

107. Defendant FCA's actions were adverse and unlawfully affected Plaintiff Cerjanec's rights, including the terms and conditions of his employment.

ANSWER: FCA US denies the allegations contained in Paragraph 107.

108. Defendant FCA did not have a legitimate business reason for discharging Plaintiff Cerjanec.

ANSWER: FCA US denies the allegations contained in Paragraph 108.

109. As a direct and proximate cause of Defendant FCA's willful unlawful actions, Plaintiff Cerjanec has sustained injuries and damages, including, but not -80-

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limited to: loss of earnings and earning capacity; loss of career opportunities; loss of goodwill; harm to his business reputation; loss of esteem and standing in his employment community; humiliation and embarrassment; mental and emotional distress; and loss of ordinary pleasures of life.

ANSWER: FCA US denies the allegations contained in Paragraph 109.

WHEREFORE, FCA US requests that this Court dismiss Plaintiffs’ Complaint, including all claims asserted by Cerjanec, in its entirety with prejudice and grant FCA US its costs and attorneys’ fees.

ANSWER TO PLAINTIFFS’ “COUNT III AGE DISCRIMINATION IN VIOLATION OF ADEA, 29 U.S.C. § 621 ET SEQ., BY DEFENDANT AGAINST PLAINTIFF, MARK MODLIN, INDIVIDUALLY (CONSTRUCTIVE DISCHARGE)” 110. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA hereby incorporates its answers to Paragraphs 1 through 109 as though fully restated herein. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

111. At all material times, Defendant was an employer, covered by and within the meaning of the ADEA, 29 U.S.C. § 621 et seq.

ANSWER: In response to the allegations contained in Paragraph 111 of the SAC, FCA US states that the allegations constitute legal conclusions to which no

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response is required, and FCA US thus denies the allegations in this Paragraph on that basis. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

112

Plaintiff, Modlin, is a member of a protected class based on his age.

ANSWER: In response to the allegations contained in Paragraph 112 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

113. Plaintiff, Modlin, was qualified for his position with Defendant FCA, ANSWER: In response to the allegations contained in Paragraph 113, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

114. Plaintiff, Modlin, was subjected to illegal working conditions or treatment at work, such as receiving low or unfavorable PLM Scores, based on the consideration of his age.

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ANSWER: FCA US denies the allegations of Paragraph 114. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

115. Modlin's age was an impermissible but-for cause of the injuries and adverse employment actions suffered by Modlin, in that Modlin's age was a motivating factor that made a difference in Defendant FCA's decision to unlawfully issue Modlin low PLM Scores.

ANSWER: FCA US denies the allegations of Paragraph 115. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

116. Plaintiff, Modlin, complained to Defendant FCA about the illegal working conditions, including but not limited to Defendant's consideration of age as a factor when rating Plaintiff, but the mistreatment continued.

ANSWER: In response to the allegations contained in Paragraph 116, FCA US denies as untrue the allegations that Modlin was mistreated, was subjected to illegal working conditions and/or was discriminated against because of his age.

Further answering, FCA US admits that Modlin complained in March, 2016 to FCA US and FCA US affirmatively states that Plaintiff Modlin’s complaints were investigated, and the investigation did not disclose any violation of employment

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laws or company policies. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 116 of the SAC. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

117. Defendant FCA, by its agents, representatives, and employees, was predisposed to discriminate on the basis of age and acted in accordance with that predisposition.

ANSWER: FCA US denies as untrue the allegations of Paragraph 117. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

118. Defendant FCA treated Plaintiff Modlin differently from similarly situated employees in the terms and conditions of his employment, based on the unlawful consideration of Plaintiff Modlin' s age.

ANSWER: FCA US denies the allegations contained in Paragraph 118. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

119. The mistreatment was so intolerable that any reasonable employee would quit rather than continue to work in that environment.

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ANSWER: FCA US denies the allegations contained in Paragraph 119. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

120. Defendant FCA's actions were adverse and unlawfully affected Plaintiff Modlin's rights, including the terms and conditions of his employment.

ANSWER: FCA US denies the allegations contained in Paragraph 120. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

121. Plaintiff, Modlin, was forced to resign because of the mistreatment and intolerable and hostile work environment created by Defendant FCA. ANSWER: FCA US denies the allegations contained in Paragraph 121. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

122. As a direct and proximate cause of Defendant FCA's willful unlawful actions, Plaintiff Modlin has sustained injuries and damages, including, but not limited to: loss of earnings and earning capacity; loss of career opportunities; loss of goodwill; harm to his business reputation; loss of esteem and standing in his employment community; humiliation and embarrassment; mental and emotional distress; and loss of ordinary pleasures of life.

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ANSWER: FCA US denies the allegations in Paragraph 122. FCA US further states that the Court dismissed Count III of the SAC in its August 6, 2018 Opinion and Order.

WHEREFORE, Defendant FCA US requests that this Court dismiss Plaintiffs’ Complaint, including any claims asserted by Plaintiff Modlin, in its entirety with prejudice and that FCA US be granted its costs and attorneys’ fees.

ANSWER TO PLAINTIFFS’ “COUNT IV AGE DISCRIMINATION IN VIOLATION OF ADEA, 29 U.S.C. § 621 ET SEQ., BY DEFENDANT AGAINST PLAINTIFF, RODRIGO BRAVO, INDIVIDUALLY” 123. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA US hereby incorporates its responses to Paragraphs 1 through 122 as though fully restated herein.

124. At all material times, Defendant was an employer, covered by and within the meaning of the ADEA, 29 U.S.C. § 621 et seq.

ANSWER: In response to the allegations contained in Paragraph 124 of the SAC, FCA US states that the allegations contained in that Paragraph constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this Paragraph on that basis.

125. Plaintiff Bravo was part of a protected class based on his age.

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ANSWER: In response to the allegations contained in Paragraph 125 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this Paragraph on that basis.

126. Plaintiff Bravo was qualified for his position with Defendant FCA. ANSWER: In response to the allegations contained in Paragraph 126 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

127. Plaintiff Bravo's age was an impermissible but-for cause of the injuries and adverse employment actions suffered by Bravo, in that his age was a motivating factor that made a difference in Defendant FCA's decision to unlawfully issue Bravo lower PLM scores, directly resulting in his receipt of reduced compensation and/or bonuses, and lesser opportunities for advancement.

ANSWER: FCA US denies the allegations of Paragraph 127.

128. Defendant FCA, by its agents, representatives, and employees, was predisposed to discriminate on the basis of age and acted in accordance with that predisposition.

ANSWER: FCA US denies the allegations of Paragraph 128.

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129. Defendant FCA treated Plaintiff Bravo differently from similarly situated employees in the terms and conditions of his employment, such as receiving low PLM Scores, based on the unlawful consideration of Plaintiff Bravo's age, when Plaintiff received reduced compensation and/or bonus, and lesser opportunities for advancement, based on his PLM scores.

ANSWER: FCA US denies the allegations of Paragraph 129.

130. Defendant FCA's actions were adverse and unlawfully affected Plaintiff Bravo's rights, including the terms and conditions of his employment.

ANSWER: FCA US denies the allegations in Paragraph 130.

131. Defendant FCA did not have a legitimate business reason for assigning Bravo lower PLM Scores in comparison with similarly-situated younger peers.

ANSWER: FCA US denies the allegations of Paragraph 131.

132. As a direct and proximate cause of Defendant FCA's willful and unlawful actions, Plaintiff Bravo has sustained injuries and damages, including, but not limited to: loss of earnings and earning capacity; loss of career opportunities; loss of goodwill; harm to his business reputation; loss of esteem and standing in his

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employment community; humiliation and embarrassment; mental and emotional distress; and loss of ordinary pleasures of life.

ANSWER: FCA US denies the allegations in Paragraph 132.

WHEREFORE, Defendant FCA US requests that Plaintiffs’ Complaint, including any claim asserted by Plaintiff Bravo, be dismissed in its entirety with prejudice and that FCA US be granted its costs and attorneys’ fees.

ANSWER TO PLAINTIFFS’ “COUNT V AGE DISCRIMINATION IN VIOLATION OF ADEA, 29 U.S.C. § 621 ET SEQ., BY DEFENDANT AGAINST PLAINTIFF, WILLIAM WINFREY, INDIVIDUALLY” 133. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: Defendant FCA US hereby incorporates its answers to Paragraph 1 through 132 as though fully restated herein.

134. At all material times, Defendant was an employer, covered by and within the meaning of the ADEA, 29 U.S.C. § 621 et seq, ANSWER: In response to the allegations contained in Paragraph 134 of the SAC, FCA US states that the allegations contained in that Paragraph constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this Paragraph on that basis.

135. Plaintiff Winfrey was part of a protected class based on his age.

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ANSWER: In response to the allegations contained in Paragraph 135 of the SAC, FCA US states that the allegations contained in that Paragraph constitute legal conclusions to which no response is required, and FCA US thus denies the contents of this Paragraph on that basis.

136. Plaintiff Winfrey was qualified for his position with Defendant FCA, ANSWER: FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

137. Plaintiff Winfrey's age was an impermissible but-for cause of the injuries and adverse employment actions suffered by Winfrey, in that his age was a motivating factor that made a difference in Defendant FCA's decision to unlawfully issue Winfrey lower PLM scores, directly resulting in his receipt of reduced compensation and/or bonuses, and lesser opportunities for advancement.

ANSWER: FCA US denies the allegations of Paragraph 137.

138. Defendant FCA, by its agents, representatives, and employees, was predisposed to discriminate on the basis of age and acted in accordance with that predisposition.

ANSWER: FCA US denies the allegations of Paragraph 138.

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139. Defendant FCA treated Plaintiff Winfrey differently from similarly situated employees in the terms and conditions of his employment, such as receiving low PLM Scores, based on the unlawful consideration of Plaintiff Winfrey's age, when Plaintiff received reduced compensation and/or bonus, and lesser opportunities for advancement, based on his PLM scores.

ANSWER: FCA US denies the allegations of Paragraph 139.

140. Defendant FCA's actions were adverse and unlawfully affected Plaintiff Winfrey's rights, including the terms and conditions of his employment.

ANSWER: FCA US denies the allegations of Paragraph 140.

141. Defendant FCA did not have a legitimate business reason for assigning Winfrey lower PLM Scores in comparison with similarly-situated younger peers.

ANSWER: FCA US denies the allegations in Paragraph 141.

142. As a direct and proximate cause of Defendant FCA's willful and unlawful actions, Plaintiff Winfrey has sustained injuries and damages, including, but not limited to: loss of earnings and earning capacity; loss of career opportunities; loss of goodwill; harm to his business reputation; loss of esteem and standing in his employment community; humiliation and embarrassment; mental and emotional distress; and loss of ordinary pleasures of life.

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ANSWER: FCA US denies the allegations in Paragraph 142.

WHEREFORE, FCA US prays that Plaintiffs’ Complaint, including any claim asserted by Plaintiff Winfrey, be dismissed in its entirety with prejudice and that FCA US be granted its costs and attorneys’ fees.

ANSWER TO PLAINTIFFS’ COUNT VI “AGE DISCRIMINATION IN VIOLATION OF ELCRA, MCL 37.2101 ET SEQ., BY DEFENDANT AGAINST ALL PLAINTIFFS CLASS ACTION” 143. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA US incorporates its answers to Paragraphs 1 through 142 as though fully restated herein.

144. Defendant FCA maintains a company-wide employment practice, the Forced Ranking/Calibration Process described above.

ANSWER: In response to Paragraph 144 of the SAC, FCA US denies the allegations of Paragraph 144, stating that it utilizes no forced-ranking process.

FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process.” In further answer, FCA US acknowledges that it has an evaluation system that pertains to salaried non-union employees and a component of that system consists of a calibration process. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 144.

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145. Defendant's Forced Ranking/Calibration Process in rating their employees, which includes the use of photographs, suggestive Employee IDs, and a policy requiring forced distribution of low to medium scores, has had, and continues to have, a significant disparate impact on non-union, salaried employees ages 55 and older, including Plaintiff and Plaintiff Class.

ANSWER: In response to the allegations contained in Paragraph 145 of the SAC, FCA US denies the allegations contained in Paragraph 145. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process” and states that FCA US does not employ a forced ranking process. Although it does utilize a calibration process to ensure fairness in its assessments of employees, the information and materials, including possible photographs in employee profiles, available during the calibration process vary widely amongst business levels. FCA US denies as untrue Plaintiffs’ express and/or implied contention that photographs are utilized in order to discriminate against employees age 55 or older. Similarly, FCA US denies as untrue Plaintiffs’ contention that age data or employee ID information is utilized in the rating of salaried non-union employees. FCA US denies as untrue Plaintiffs’ contention that FCA US’s calibration process or any portion of its evaluation system subjected company-wide salaried, non-union employees ages 55 and older to less favorable and disproportionate adverse ratings in comparison to salaried non-union employees under the age of 55. FCA US -93-

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denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as

expressly admitted herein, FCA US denies all allegations contained in Paragraph 145.

146. The Forced Ranking/Calibration Process, which includes the use of photographs, employee IDs, and recommended forced distribution, serves no significant business need.

ANSWER: In response to the allegations contained in Paragraph 146 of the SAC, FCA US denies the allegations contained in Paragraph 146. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. FCA US states that its PLM system serves a significant business need and provides fair and accurate employee performance assessments. Although it does utilize a calibration process -94-

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to ensure fairness in its assessments of employees, the information and materials, including possible photographs in employee profiles, available during the calibration process vary widely amongst business levels and FCA US denies as untrue Plaintiffs’ express and/or implied contention that photographs are utilized in order to discriminate against employees age 55 or older. Similarly, FCA US denies as untrue Plaintiffs’ contention that age data or employee ID information is utilized in the rating of salaried non-union employees. FCA US denies as untrue Plaintiffs’ contention that FCA US’s calibration process or any portion of its evaluation system subjected company-wide salaried, non-union employees ages 55 and older to less favorable and disproportionate adverse ratings in comparison to salaried non-union employees under the age of 55.

FCA US denies all

wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action,

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or that there are others similarly situated to Plaintiffs.

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Except as expressly

admitted herein, FCA US denies all allegations contained in Paragraph 146.

147. Defendant FCA's employment practice is not based on any reasonable factor.

ANSWER: FCA US denies the allegations contained in Paragraph 147.

148. Defendant's use of Forced Ranking/Calibration Process in rating their employees has resulted in a disproportionate number of employees ages 55 and older losing bonuses, and additional compensation, and other privileges and benefits, including loss in pension benefits and retirement benefits, among other losses.

ANSWER: In response to the allegations in Paragraph 148 of the SAC, FCA US denies the allegations contained in Paragraph 148. FCA US further denies the existence of any alleged “Forced Ranking/Calibration Process� and states that FCA US does not employ a forced ranking process. Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind. FCA US

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specifically denies that it committed any unlawful or wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan.

Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs.

Except as

expressly admitted herein, FCA US denies all allegations contained in Paragraph 148.

149. Defendant's rationale for its discrimination is not a legitimate nondiscriminatory reason for discriminating against employees Plaintiff Class.

ANSWER: In response to the allegations in Paragraph 149 of the SAC, FCA US denies the allegations contained in Paragraph 149. FCA US affirmatively states that it has not discriminated against Plaintiffs and/or Plaintiffs’ alleged class.

Further answering, FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US further denies any -97-

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claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 149.

150. Defendant can evaluate its employees with an evaluation tool with a less discriminatory impact.

ANSWER: In response to the allegations in Paragraph 150 of the SAC, FCA US denies the allegations contained in Paragraph 150. Further answering, FCA US denies that it discriminates against its employees and/or that its evaluation system has a discriminatory impact. FCA US states that its employees are fairly evaluated on the basis of their job performance. FCA US denies all wrongdoing, denies that it engaged in any unlawful age discrimination, denies the existence of any alleged disparate impact, and denies that it engaged in any conduct that would subject it to liability or which entitles Plaintiffs or any other individual to any remedy or relief of any kind.

FCA US specifically denies that it committed any unlawful or

wrongful acts, including any act that would violate any federal law or the laws of any state, including Michigan. Further answering, FCA US denies any claim or implication by Plaintiffs that this action is appropriately maintained as a class or collective action, or any other type of action, or that there are others similarly

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situated to Plaintiffs. Except as expressly admitted herein, FCA US denies all allegations contained in Paragraph 150.

151. As

a

result

of

Defendant's

discriminatory

Forced

Distribution/Calibration Process, Plaintiff Class has been adversely impacted by having been denied the benefits (e.g. bonuses, pay raises, enhanced retirement benefits) afforded to salaried employees younger than 55 and similarly situated, in violation of ELCRA. ANSWER: FCA US denies the allegations contained in Paragraph 151.

WHEREFORE, Defendant FCA US requests that Plaintiffs’ Complaint be dismissed in its entirety with prejudice and that FCA US be awarded its costs and attorneys’ fees.

ANSWER TO PLAINTIFFS’ “COUNT VII AGE DISCRIMINATION IN VIOLATION OF ELCRA, MCL 37.2101 ET SEQ., BY DEFENDANT AGAINST PLAINTIFF, DAN CERJANEC, INDIVIDUALLY (WRONGFUL TERMINATION)” 152. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 151 as though fully restated herein.

153. Plaintiff Cerjanec is a member of a protected class based on his age.

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ANSWER: In response to the allegations in Paragraph 153, FCA US states that the allegation contained in Paragraph 153 constitutes a legal conclusion requiring no answer, and, to the extent an answer is required, denies said allegation as stated and leaves Plaintiffs to their proofs.

154. Plaintiff Cerjanec was qualified for his position with Defendant FCA. ANSWER: In response to the allegation contained in Paragraph 154, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

155. Plaintiff Cerjanec's age was a motivating factor that made a difference in Defendant FCA's decision to unlawfully discharge Plaintiff, Cerjanec, from his employment.

ANSWER: FCA US denies the allegations contained in Paragraph 155.

156. Defendant FCA, by its agents, representatives, and employees, was predisposed to discriminate on the basis of age and acted in accordance with that predisposition.

ANSWER: FCA US denies the allegations contained in Paragraph 156.

157. Defendant FCA treated Plaintiff Cerjanec differently from similarly situated employees in the terms and conditions of his employment, such as

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receiving low PLM Scores, based on the unlawful consideration of Plaintiff Cerjanec's age, when Plaintiff was discharged from his employment.

ANSWER: FCA US denies the allegations contained in Paragraph 157.

158. Defendant FCA's actions were adverse and unlawfully affected Plaintiff Cerjanec's rights, including the terms and conditions of his employment.

ANSWER: FCA US denies the allegations contained in Paragraph 158.

159. Defendant FCA did not have a legitimate business reason for discharging Plaintiff Cerjanec.

ANSWER: FCA US denies the allegations contained in Paragraph 159.

160. As a direct and proximate cause of Defendant FCA's unlawful actions, Plaintiff Cerjanec has sustained injuries and damages, including, but not limited to: loss of earnings and earning capacity; loss of career opportunities; loss of goodwill; harm to his business reputation; loss of esteem and standing in his employment community; humiliation and embarrassment; mental and emotional distress; and loss of ordinary pleasures of life.

ANSWER: FCA US denies the allegations in Paragraph 160.

WHEREFORE, Defendant FCA US requests that Plaintiffs’ Complaint, including any claim asserted by Plaintiff Cerjanec, be dismissed in its entirety with prejudice and that FCA US be granted its costs and attorney fees.

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ANSWER TO PLAINTIFFS’ “COUNT VIII AGE DISCRIMINATION IN VIOLATION OF ELCRA, MCL 37.2101 ET SEQ., BY DEFENDANT AGAINST PLAINTIFF, MARK MODLIN, INDIVIDUALLY (CONSTRUCTIVE DISCHARGE)” 161. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 160 as through fully restated herein. FCA US further states that the Court dismissed Count VIII of the SAC in its August 6, 2018 Opinion and Order.

162. Plaintiff, Modlin, was part of a protected class based on his age.

ANSWER: In response to the allegations in Paragraph 162, FCA US states that the allegation contained in Paragraph 162 constitute a legal conclusion requiring no answer, and, to the extent an answer is required denies said allegation as stated and leaves Plaintiffs to their proofs. FCA US further states that the Court dismissed Count VIII of the SAC in its August 6, 2018 Opinion and Order.

163. Plaintiff, Modlin, was qualified for his position with Defendant FCA. ANSWER: In response to the allegations contained in Paragraph 163 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on

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that basis. FCA US further states that the Court dismissed Count VIII of the SAC in its August 6, 2018 Opinion and Order.

164. Plaintiff, Modlin, was subjected to illegal working conditions or treatment at work, such as receiving low or unfavorable PLM Scores, based on the consideration of his age.

ANSWER: FCA US denies the allegations contained in Paragraph 164. FCA US further states that the Court dismissed Count VIII of the SAC in its August 6, 2018 Opinion and Order.

165. Plaintiff, Modlin's, age was a motivating factor that made a difference in Defendant FCA's decision to unlawfully issue Plaintiff, Modlin, low PLM Scores.

ANSWER: FCA US denies the allegations contained in Paragraph 165. FCA US further states that the Court dismissed Count VIII of the SAC in its August 6, 2018 Opinion and Order.

166. Plaintiff, Modlin, complained to Defendant FCA about the illegal working conditions, including but not limited to Defendant's consideration of age as a factor when rating Plaintiff, but the mistreatment continued.

ANSWER: In response to the allegations contained in Paragraph 166, FCA US denies as untrue the allegations that Modlin was mistreated, was subjected to -103-

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illegal working conditions and/or was discriminated against because of his age.

Further answering, FCA US admits that Modlin complained in March, 2016 to FCA US and FCA US affirmatively states that Plaintiff Modlin’s complaints were investigated, and the investigation did not disclose any violation of employment laws or company policies. Except as expressly admitted herein, FCA US denies the allegations in Paragraph 166 of the SAC. FCA US further states that the Court dismissed Count VIII of the SAC in its August 6, 2018 Opinion and Order.

167. Defendant FCA, by its agents, representatives, and employees, was predisposed to discriminate on the basis of age and acted in accordance with that predisposition.

ANSWER: FCA US denies the allegations contained in Paragraph 167. FCA US further states that the Court dismissed Count VIII of the SAC in its August 6, 2018 Opinion and Order.

168. Defendant FCA treated Plaintiff Modlin differently from similarly situated employees in the terms and conditions of his employment, based on the unlawful consideration of Plaintiff Modlin's age.

ANSWER: FCA US denies the allegations contained in Paragraph 168. FCA US further states that the Court dismissed Count VIII of the SAC in its August 6, 2018 Opinion and Order.

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169. The mistreatment was so intolerable that any reasonable employee would resign and seek employment elsewhere rather than continue to work in that environment.

ANSWER: FCA US denies the allegations in Paragraph 169.

170. Defendant FCA's actions were adverse and unlawfully affected Plaintiff Modlin's rights, including the terms and conditions of his employment.

ANSWER: FCA US denies the allegations of Paragraph 170.

171. Plaintiff, Modlin, was forced to resign due to the hostile and intolerable working conditions to which he was subjected by Defendant.

ANSWER: FCA US denies the allegations of Paragraph 171.

172. As a direct and proximate cause of Defendant FCA's unlawful actions, Plaintiff Modlin has sustained injuries and damages, including, but not limited to: loss of earnings and earning capacity; loss of career opportunities; loss of goodwill; harm to his business reputation; loss of esteem and standing in his employment community; humiliation and embarrassment; mental and emotional distress; and loss of ordinary pleasures of life.

ANSWER: FCA US denies the allegations in Paragraph 172.

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WHEREFORE, Defendant FCA US requests that this Court dismiss Plaintiffs’ Complaint, including the claims made by Plaintiff Modlin, in its entirety with prejudice and award FCA US its costs and attorney fees.

ANSWER TO PLAINTIFFS’ “COUNT IX AGE DISCRIMINATION IN VIOLATION OF ELCRA, MCL 37.2101 ET SEQ., BY DEFENDANT AGAINST PLAINTIFF, RODRIGO BRAVO, INDIVIDUALLY” 173. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 172 as if fully restated herein.

174. Plaintiff Bravo was part of a protected class.

ANSWER: In response to the allegations in Paragraph 174, FCA US states that the allegations contained in Paragraph 174 constitute a legal conclusion requiring no answer, and, to the extent an answer is required, FCA US denies said allegations as stated and leaves Plaintiffs to their proofs.

175. Plaintiff Bravo was qualified for his position with Defendant FCA. ANSWER: In response to the allegations in Paragraph 175 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

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176. Plaintiff Bravo's age was an impermissible but-for cause of the injuries and adverse employment actions suffered by Bravo, in that his age was a motivating factor that made a difference in Defendant FCA's decision to unlawfully issue Bravo lower PLM scores, directly resulting in his receipt of reduced compensation and/or bonuses, and lesser opportunities for advancement.

ANSWER: FCA US denies the allegations contained in Paragraph 176.

177. Defendant FCA, by its agents, representatives, and employees, was predisposed to discriminate on the basis of age and acted in accordance with that predisposition.

ANSWER: FCA US denies the allegations contained in Paragraph 177.

178. Defendant FCA treated Plaintiff Bravo differently from similarly situated employees in the terms and conditions of his employment, such as receiving low PLM Scores, based on the unlawful consideration of Plaintiff Bravo's age, when Plaintiff received reduced compensation and/or bonus, and lesser opportunities for advancement, based on his PLM scores.

ANSWER: FCA US denies the allegations contained in Paragraph 178.

179. Defendant FCA's actions were adverse and unlawfully affected Plaintiff Bravo's rights, including the terms and conditions of his employment.

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ANSWER: FCA US denies the allegations contained in Paragraph 179.

180. Defendant FCA did not have a legitimate business reason for assigning Bravo lower PLM Scores in comparison with similarly-situated younger peers.

ANSWER: FCA US denies the allegations in Paragraph 180.

181. As a direct and proximate cause of Defendant FCA's willful unlawful actions, Plaintiff Bravo has sustained injuries and damages, including, but not limited to: loss of earnings and earning capacity; loss of career opportunities; loss of goodwill; harm to his business reputation; loss of esteem and standing in his employment community; humiliation and embarrassment; mental and emotional distress; and loss of ordinary pleasures of life.

ANSWER: FCA US denies the allegations in Paragraph 181.

WHEREFORE, Defendant FCA US requests this Court to dismiss Plaintiffs’ Complaint, including the claims made by Plaintiff Bravo, in its entirety with prejudice and award FCA US its costs and attorney fees.

ANSWER TO PLAINTIFFS’ “COUNT X AGE DISCRIMINATION IN VIOLATION OF ELCRA, MCL 37.2101 ET SEQ., BY DEFENDANT AGAINST PLAINTIFF, WILLIAM WINFREY, INDIVIDUALLY” 182. Plaintiffs incorporate by reference the foregoing paragraphs, as though fully set forth herein.

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ANSWER: FCA US hereby incorporates its answers to Paragraphs 1 through 181 as through fully restated herein.

183. Plaintiff Winfrey was part of a protected class.

ANSWER: In response to the allegations in Paragraph 183 of the SAC, FCA US states that the allegations of Paragraph 183 constitute a legal conclusion requiring no answer, and to the extent an answer is required, FCA US denies the allegations and leaves Plaintiffs to their proofs.

184. Plaintiff Winfrey was qualified for his position with Defendant FCA. ANSWER: In response to the allegations in Paragraph 184 of the SAC, FCA US states that the allegations constitute legal conclusions to which no response is required, and FCA US thus denies the allegations in this Paragraph on that basis.

185. Plaintiff Winfrey's age was an impermissible but-for cause of the injuries and adverse employment actions suffered by Bravo, in that his age was a motivating factor that made a difference in Defendant FCA US’s decision to unlawfully issue Winfrey lower PLM scores, directly resulting in his receipt of reduced compensation and/or bonuses, and lesser opportunities for advancement.

ANSWER: FCA US denies the allegations contained in Paragraph 185.

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186. Defendant FCA, by its agents, representatives, and employees, was predisposed to discriminate on the basis of age and acted in accordance with that predisposition.

ANSWER: FCA US denies the allegations contained in Paragraph 186.

187. Defendant FCA US treated Plaintiff Winfrey differently from similarly situated employees in the terms and conditions of his employment, such as receiving low PLM Scores, based on the unlawful consideration of Plaintiff Winfrey's age, when Plaintiff received reduced compensation and/or bonus, and lesser opportunities for advancement, based on his PLM scores.

ANSWER: FCA US denies the allegations contained in Paragraph 187.

188. Defendant FCA's actions were adverse and unlawfully affected Plaintiff Winfrey's rights, including the terms and conditions of his employment.

ANSWER: FCA US denies the allegations contained in Paragraph 188.

189. Defendant FCA did not have a legitimate business reason for assigning Winfrey lower PLM Scores in comparison with similarly-situated younger peers.

ANSWER: FCA US denies the allegations in Paragraph 189.

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190. As a direct and proximate cause of Defendant FCA's willful unlawful actions, Plaintiff Winfrey has sustained injuries and damages, including, but not limited to: loss of earnings and earning capacity; loss of career opportunities; loss of goodwill; harm to his business reputation; loss of esteem and standing in his employment community; humiliation and embarrassment; mental and emotional distress; and loss of ordinary pleasures of life.

ANSWER: FCA US denies the allegations in Paragraph 190.

WHEREFORE, Defendant FCA US requests this Court to dismiss Plaintiffs’ Complaint, including the claims made by Plaintiff Winfrey, in its entirety with prejudice and award FCA US its costs and attorney fees.

ANSWER TO PLAINTIFFS’ “JURY DEMAND” 1.

To the extent Plaintiffs’ SAC can be construed to demand a jury, such

demand is admitted only in that Plaintiffs purport to demand a trial by jury. FCA US reserves all arguments regarding whether trial by jury is appropriate as to some or all of Plaintiffs’ claims and claims for relief, and specifically denies that Plaintiffs are entitled to a trial by jury where same is not provided for by the operative law.

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ANSWER TO PLAINTIFFS’ PRAYERS FOR RELIEF FCA US denies that Plaintiffs, or those individuals whom they seek to represent in this action, are entitled to any remedy or relief of any kind, including the specific relief sought in the unnumbered Prayers for Relief contained on pages 22, 24, 25, 27, 29, 31, 32, 33, 34, 35, 36, 38, 40, and 42 of the SAC. GENERAL DENIAL FCA US denies every allegation of the SAC not expressly admitted in this Answer, including but not limited to the unnumbered, bolded and italicized headings contained in the “APPLICABLE FACTS” section of the SAC. AFFIRMATIVE AND OTHER DEFENSES FCA US hereby presents its affirmative and other defenses to the claims of the Plaintiffs, as well as those asserted by some or all of the members of the putative class and/or collective, as follows. By including any matter herein, FCA US does not purport to alter, change, or lessen any burden of production or proof on Plaintiffs that would normally apply. FCA US specifically asserts that at all times Plaintiffs bear the burden of production and proof as to all material elements of all of their claims.

FIRST AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because Plaintiffs, and/or some or all of the members of

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the putative class and/or collective, fail to state a claim upon which relief may be granted.

SECOND AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the employment decisions about which Plaintiffs complain were based upon legitimate, non-discriminatory business reasons, and Plaintiffs cannot demonstrate pretext.

THIRD AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the alleged conduct complained of by Plaintiffs is permissible and is not a violation of the Age Discrimination in Employment Act or the Elliott-Larsen Civil Rights Act because any differentiation was based on reasonable factors other than age.

FOURTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because the alleged conduct complained of by Plaintiffs is permissible and is not a violation of the Age Discrimination in Employment Act because age was a bona fide occupational qualification necessary to the normal operation of the particular business.

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FIFTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the alleged conduct complained of by Plaintiffs is permissible and is not a violation of the Age Discrimination in Employment Act or the Elliott-Larsen Civil Rights Act to the extent that any alleged practices involved an employee in a foreign country.

SIXTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the alleged conduct complained of by Plaintiffs is permissible and is not a violation of the Age Discrimination in Employment Act to the extent that any putative class or collective action member voluntarily separated from employment as the result of their participation in a voluntary early retirement incentive plan.

SEVENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because Defendant’s actions were supported by business necessity.

EIGHTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because Defendant’s actions were job-related and

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sufficiently related to the essential functions of the jobs Plaintiffs and/or members of the putative class and/or collective action held.

NINTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent Plaintiffs and/or members of the putative class and/or collective failed to perform the normal functions of their position or conform to the bona fide requirements of their position.

TENTH AFFIRMATIVE OR OTHER DEFENSE Plaintiffs have not properly filed consent to join forms pursuant to the applicable provisions of the Fair Labor Standards Act. ELEVENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because of the applicable statutes of limitations, including, without limitation, those applicable to the Age Discrimination in Employment Act and the Elliott-Larsen Civil Rights Act, MCL 37.101 et seq.

TWELFTH AFFIRMATIVE OR OTHER DEFENSE Some Plaintiffs and/or putative class and collective members agreed to a contractually shortened statute of limitations, either one-hundred and eighty days or six months, from the date of the alleged employment action giving rise to their claims. Their claims are barred by that shortened limitations period, and Plaintiffs are not entitled to equitable tolling.

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THIRTEENTH AFFIRMATIVE OR OTHER DEFENSE Some Plaintiffs and/or putative class and collective members’ claims are barred to the extent they rely on events that occurred more than 300 days before any applicable Charge of Discrimination with the EEOC. FOURTEENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because certain Plaintiffs, and/or some or all of the members of the putative class and/or collective, failed to timely or adequately exhaust their statutory, administrative, internal, and/or contractual remedies.

FIFTEENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because the claims of certain Plaintiffs, and/or some or all of the members of the putative class and/or collective, exceed the scope of their Charge(s) of Discrimination.

SIXTEENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, by the doctrine of avoidable consequences.

SEVENTEENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, by the exclusive remedy provisions of the Michigan Workers’ Disability Compensation Act, MCL 418.301 et seq.

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EIGHTEENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because Defendant promulgated anti-discrimination and anti-retaliation policies and complaint procedures which were communicated to Plaintiffs and/or members of the putative class and/or collective, and Defendant exercised reasonable care to prevent and correct promptly any inappropriate conduct. Plaintiffs, and/or some or all of the members of the putative class and/or collective, unreasonably failed to take advantage of the established complaint procedures, failed to take advantage of other preventative or corrective opportunities provided by Defendant, and otherwise failed to avoid harm.

NINETEENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because any recovery to which Plaintiffs, and/or members of the putative class and/or collective, might otherwise be entitled must be offset by any unemployment benefits and/or other monies and/or benefits Plaintiffs have received or will receive.

TWENTIETH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because Plaintiffs, and/or some or all of the members of the putative class and/or collective failed to mitigate their alleged damages, if any, or, alternatively, any damages or other relief awarded to Plaintiffs, and/or members

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of the putative class and/or collective, must be reduced or limited to the extent of such failure to mitigate.

TWENTY-FIRST AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because if Plaintiffs, and/or some or all of the members of the putative class, suffered any emotional distress as alleged in their SAC, such emotional distress was proximately caused by factors other than their employment, the actions of Defendant and/or anyone acting on Defendant’s behalf.

TWENTY-SECOND AFFIRMATIVE DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent Plaintiffs seek to recover emotional distress damages because emotional distress damages are unconstitutional under State Farm Mutual Automobile Insurance Co. v. Campbell, 538 U.S. 408 (2003), as well as the United States Constitution.

TWENTY-THIRD AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because of the equitable doctrines of unclean hands, estoppel, laches, consent, waiver, and/or unjust enrichment.

TWENTY-FOURTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent Defendant has acquired or will acquire

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future evidence of wrongdoing by Plaintiffs, and/or some or all of the members of the putative class and/or collective, and the wrongdoing would have materially affected the terms and conditions of Plaintiffs’ employment or would have resulted in Plaintiffs, and/or some or all of the members of the putative class and/or collective, either being demoted, disciplined, or terminated. Such after-acquired evidence may bar Plaintiffs’ claims, and/or the claims of some or all of the members of the putative class and/or collective, on liability or damages or may reduce such claims or damages as provided by law.

TWENTY-FIFTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because Plaintiffs, and/or some or all of the members of the putative class and/or collective, are not entitled to equitable relief insofar as they have adequate remedies at law.

TWENTY-SIXTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because some Plaintiffs lack Article III standing or statutory (prudential) standing to assert their claims, including but not limited to standing to assert each type of relief that they seek, including injunctive relief.

TWENTY-SEVENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, as a result of bankruptcy proceedings to which

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Plaintiffs, and/or some or all of the members of the putative class and/or collective, are parties and, thus, are subject to having their individual claims barred under the doctrines of estoppel, equitable estoppel, standing, or other grounds.

TWENTY-EIGHTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because the opt-in mechanism or representative nature of some of Plaintiffs’ claims is inconsistent with an opt-out Rule 23 class action.

TWENTY-NINTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because some Plaintiffs, and/or some or all of the members of the putative class and/or collective, have entered into binding agreements to arbitrate their claims on an individual basis. For the same reason, and on any other basis, the Court lacks jurisdiction over certain claims of Plaintiffs, as well as those of some or all of the members of the putative class and/or collective, and this Court is an improper venue for same.

THIRTIETH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because of the doctrine of accord and satisfaction, and specifically because of the execution of binding releases and waivers of their claims by certain Plaintiffs and members of the putative class and/or collective.

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THIRTY-FIRST AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because Plaintiffs, and/or members of the putative class and/or collective, are not entitled to an award of prejudgment interest even if they prevail on any or all of their claims.

THIRTY-SECOND AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because, to the extent asserted in the SAC, any award of punitive damages would violate the U.S. Constitution and any applicable state constitutions under Kolstad v. American Dental Association, 527 U.S. 526 (1999) and its progeny.

THIRTY-THIRD AFFIRMATIVE OR OTHER DEFENSE Plaintiffs and the members of the putative class and/or collective action are not entitled to liquidated damages as Defendant acted in good faith and without regard to age.

THIRTY-FOURTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because there are no employees of Defendant who are similarly situated to Plaintiffs and the members of the putative class and/or collective, as that term is defined and/or interpreted under 29 U.S.C. ยง 216(b); nor can Plaintiffs and/or some or all of the members of the putative class and/or -121-

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collective satisfy the requirements of Rule 23 of the Federal Rules of Civil Procedure. Thus, this action cannot be maintained as a class or collective action.

THIRTY-FIFTH AFFIRMATIVE OR OTHER DEFENSE Plaintiffs fail to and cannot satisfy the requirements for the maintenance of a class

action,

including

without

limitation

numerosity,

ascertainability,

predominance, superiority, typicality, adequacy of representation of both the proposed class representatives and proposed class counsel; and Defendant further alleges that public policy considerations do not favor such a certification.

THIRTY-SIXTH AFFIRMATIVE OR OTHER DEFENSE Defendant alleges that the SAC, and each cause of action therein, cannot proceed as a purported class action because of difficulties that render the action unmanageable, including, but not limited to, conflicts among class members.

THIRTY-SEVENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, because allowing this action to proceed on a collective or class basis would violate Defendant’s rights to due process and equal protection under the law.

THIRTY-EIGHTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, are barred, in whole or in part, to the extent there is a conflict of interest between any Plaintiff or any member of the putative class and/or collective who implemented or

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otherwise played a role in whole or in part in the purported policies or practices Plaintiffs allege were unlawful and collective or class action members who were affected by such purported policies and practices. No unlawfulness of any such purported policies or practices is admitted by way of assertion of this paragraph.

Moreover, certification of a class or collective, under the facts and circumstances of this case, would constitute a denial of Defendant’s substantive and procedural due process rights and/or a denial of equal protection.

THIRTY-NINTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, under the concepts of res judicata and/or collateral estoppel to the extent any Plaintiff or any member of the putative class and/or collective has previously pursued claims against Defendant.

FORTIETH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, insofar as Plaintiffs, and/or members of the putative class and/or collective, assert a claim pertaining to benefits, if such claim relates to a plan maintained by Defendant that is an employee welfare benefit plan or pension plan as defined by the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. 1001, et seq and, therefore, is preempted by ERISA.

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FORTY-FIRST AFFIRMATIVE OR OTHER DEFENSE Plaintiffs’ claims under the Elliott-Larsen Civil Rights Act are barred because Plaintiffs, and/or members of the putative class and/or collective, have an adequate remedy at law.

FORTY-SECOND AFFIRMATIVE OR OTHER DEFENSE Some or all of Plaintiffs’ claims for damages are barred under the ElliottLarsen Civil Rights Act. FORTY-THIRD AFFIRMATIVE OR OTHER DEFENSE Claims for recovery by Plaintiffs, and/or members of the putative class and/or collective, are barred with respect to penalties of any nature.

FORTY-FOURTH AFFIRMATIVE OR OTHER DEFENSE Claims seeking recovery in the form of restitution, disgorgement, or injunctive relief by Plaintiffs, and/or members of the putative class and/or collective, are barred with respect to any alleged violations that have been discontinued, ceased, or are not likely to recur and are therefore moot.

FORTY-FIFTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, because if any allegedly unlawful discriminatory or retaliatory motive existed in connection with any employment decisions involving any Plaintiff, and/or member of the putative class and/or collective, such employment decision would have been the same irrespective of any allegedly unlawful discriminatory or retaliatory motive.

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FORTY-SIXTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, on the grounds that the employment of Plaintiffs, and/or members of the putative class and/or collective could be terminated with or without notice and/or cause.

FORTY-SEVENTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent Plaintiffs, and/or members of the putative class and/or collective, breached their own duties owed to Defendant.

FORTY-EIGHTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent that if discovery discloses that any of Defendant’s employees engaged in any unlawful or other wrongful acts (which Defendant denies), such acts were outside the scope of their authority and such acts, if any, were not authorized, ratified or condoned by Defendant, nor did Defendant know, nor should have known, of such conduct.

FORTY-NINTH AFFIRMATIVE OR OTHER DEFENSE The SAC and each cause of action set forth therein, or some of them, may be barred, in whole or in part, to the extent that any acts and practices are alleged by Plaintiffs, and/or members of the putative class and/or collective, to have had a discriminatory disparate impact on them because such acts and practices were

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performed and implemented in good faith and consistent with business necessity, and are permitted on the grounds of business justification.

FIFTIETH AFFIRMATIVE OR OTHER DEFENSE Some or all of the damages sought by Plaintiffs are not recoverable under applicable law.

FIFTY-FIRST AFFIRMATIVE OR OTHER DEFENSE Some or all of the individually named Plaintiffs lack the requisite standing to represent the members of the collective action they purport to represent, and none of the Plaintiffs can otherwise meet the requirements of a collective action under ADEA or Rule 23 of the Federal Rules of Civil Procedure (should the Court determine that Rule 23 is applicable).

FIFTY-SECOND AFFIRMATIVE OR OTHER DEFENSE Plaintiffs cannot represent, in this purported ADEA collective action, any members who do not opt-in to the collective action.

Some or all of the affirmative or other defenses asserted herein may apply to the claims that may be asserted by some or all of the allegedly “similarly situated� persons or putative class members, as described in the SAC. Pending the conclusion of further discovery and investigation, FCA US respectfully reserves the right to add or delete such further or supplemental

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defenses as may be warranted by the information developed through discovery and proper to the full defense of this litigation.

WHEREFORE, Defendant FCA US respectfully requests that Plaintiffs’ claims be dismissed in their entirety and with prejudice, that judgment be entered in favor of FCA US and against Plaintiffs, that FCA US be awarded its fees and costs incurred in the defense of this action, and any other relief the Court deems proper.

Respectfully submitted, LITTLER MENDELSON, P.C. /s/Daniel E. Turner Daniel E. Turner (Ga. Bar No. 719330) Jacqueline Phipps Polito (NY Bar No. 2582690) Tasha K. Inegbenebor (Ga. Bar. No. 382905) 3344 Peachtree Road N.E., Suite 1500 Atlanta, GA 30326 (404) 233-0330 dturner@littler.com

Dated: August 20, 2018

/s/Jerome R Watson Miller, Canfield, Paddock and Stone, P.L.C. Attorney for Defendant 150 West Jefferson, Suite 2500 Detroit, Michigan 48226 (313) 963-6420 watson@millercanfield.com P27082

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CERTIFICATE OF SERVICE I hereby certify that on August 20, 2018, I electronically filed the foregoing paper with the Clerk of the Court using the ECF system which will send notification of such filing to: Shereef H. Akeel Hasan Kaakarli Michael L. Pitt Megan A. Bonanni Robert W. Palmer Carey S. McGehee

shereef@akeelvalentine.com hasan@akeelvalentine.com mpitt@pittlawpc.com mbonanni@pittlawpc.com rpalmer@pittlawpc.com cmcgehee@pittlawpc.com /s/Jerome R. Watson (P27082) Miller, Canfield, Paddock and Stone, P.L.C. Attorney for Defendant 150 West Jefferson, Suite 2500 Detroit, Michigan 48226 (313) 963-6420 watson@millercanfield.com

31943306.5\155704-00007

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