Contract analysis

I. RECITALS WHEREAS, this Order is entered pursuant to the authority of the Supreme Court of the State of New York, County of New York, Matrimonial Part 7, in the above-captioned matrimonial action, and the Court has subject matter jurisdiction over this proceeding and personal jurisdiction over both parties hereto; WHEREAS, the Petitioner, Jonathan R. Caldwell ("Participant"), and the Respondent, Dr. Elena M. Caldwe

II. DEFINITIONS AND IDENTIFICATION OF PARTIES A. Participant (Plan Member)

1. The "Participant" in this Order is Jonathan R. Caldwell, a participant and account holder under the Plan as defined herein. The identifying information for the Participant is as follows: Full Legal Name: Jonathan R. Caldwell Date of Birth: March 17, 1970 Social Security Number: XXX-XX-8214 (last four digits only; full Social Security Number to be provided separately to the Plan Administrator under separate cover,

2. The Participant is currently employed by Caldwell Meridian Capital LLC as a Managing Partner and maintains an individual account under the Plan. The Participant has been a participant in the Plan since its establishment and has made elective deferral contributions, employer matching contributions, and employer profit-sharing contributions, all of which are reflected in the Participant's individual account under th

3. The "Alternate Payee" in this Order is Dr. Elena M. Caldwell (née Baranova), the former spouse of the Participant. The identifying information for the Alternate Payee is as follows: Full Legal Name: Dr. Elena M. Caldwell (née Baranova) Date of Birth: September 4, 1974 Social Security Number: XXX-XX-5039 (last four digits only; full Social Security Number to be provided separately to the Plan Administrator under se

4. The Alternate Payee is recognized under IRC § 414(p)(8) as a spouse or former spouse of the Participant who is entitled to receive all or a portion of the benefits payable under the Plan with respect to the Participant pursuant to this Qualified Domestic Relations Order. C. Plan Information

5. The retirement plan that is the subject of this Order is identified as follows: Plan Name: Caldwell Meridian Capital LLC 401(k) Profit Sharing Plan (hereinafter referred to as the "Plan") Plan Sponsor and Employer: Caldwell Meridian Capital LLC, a limited liability company organized under the laws of the State of Delaware and maintaining its principal place of business at 590 Madison Avenue, 30th Floor, New York,

6. This Order applies solely to the Plan identified in this Section II(C). This Order does not apply to any other retirement plan, pension plan, deferred compensation arrangement, or benefit plan maintained by Caldwell Meridian Capital LLC or any affiliate or related entity.

III. AMOUNT ASSIGNED TO ALTERNATE PAYEE

7. The Alternate Payee is hereby assigned the sum of Six Hundred Thousand Dollars ($600,000.00) from the Participant's individual account under the Plan (hereinafter referred to as the "Assigned Amount"). The Assigned Amount represents a fixed-dollar assignment from the Participant's account and shall be segregated and distributed in accordance with the terms of this Order.

8. The Assigned Amount represents a portion of the marital share of the Participant's 401(k) account under the Plan. The total marital portion of the Participant's account under the Plan has been valued at Two Million Three Hundred Thousand Dollars ($2,300,000.00) as of the date of separation of the parties, which date of separation is April 3, 2022. The parties have agreed, as set forth in the Settlement Agreement,

9. The Assigned Amount of $600,000.00 shall be adjusted for investment gains or losses attributable thereto from the date of the most recent Plan valuation used to determine the Assigned Amount through the date of actual segregation or distribution to the Alternate Payee, as applicable. Such adjustment shall be calculated on a pro rata basis in accordance with the Plan's standard accounting procedures and methodology

10. Notwithstanding any other provision of this Order, in no event shall the Assigned Amount (as adjusted for gains and losses) exceed the Participant's total vested account balance under the Plan. If the Participant's total vested account balance is less than the Assigned Amount at the time of segregation or distribution, the Alternate Payee shall be entitled to receive only the Participant's total vested account ba

IV. SEGREGATION OF THE ASSIGNED AMOUNT

11. As soon as administratively practicable following the qualification and acceptance of this Order as a Qualified Domestic Relations Order by the Plan Administrator, the Plan Administrator shall segregate the Assigned Amount, together with any gains or losses attributable thereto as described in Section III above, from the Participant's individual account under the Plan. The segregated amount shall be placed into a

12. During the period between the date of this Order and the date on which the Assigned Amount is actually segregated into a separate sub-account in the name of the Alternate Payee, the Assigned Amount shall remain invested in accordance with the Participant's existing investment elections under the Plan, unless the terms of the Plan permit the Alternate Payee to direct the investment of the segregated amount or the

13. The Participant shall not take any action to diminish, encumber, borrow against, withdraw from, or otherwise reduce the Assigned Amount prior to the segregation and distribution of the Assigned Amount to the Alternate Payee. Any such action by the Participant shall constitute a violation of this Order and shall be subject to the contempt powers of this Court.

V. DISTRIBUTION PROVISIONS A. Timing of Distribution

14. The Alternate Payee shall be entitled to receive distribution of the Assigned Amount (as adjusted for gains and losses pursuant to Section III above) at any time following the qualification and acceptance of this Order as a Qualified Domestic Relations Order by the Plan Administrator, or at the earliest date permitted under the terms of the Plan document for distributions to alternate payees under a qualified dom

15. Pursuant to IRC § 414(p)(4)(B), the Alternate Payee need not wait until the Participant attains his earliest retirement age (as defined under IRC § 414(p)(4)(B)), separates from service with the Plan Sponsor, or experiences any other Plan-triggering event in order to receive a distribution of the Assigned Amount, to the extent that such early distribution is permitted by the Plan and applicable law. It is the int

16. The Alternate Payee may elect to receive the Assigned Amount in any form of distribution available to a beneficiary or alternate payee under the terms of the Plan, including but not limited to: (a) A single lump-sum distribution of the entire Assigned Amount (as adjusted for gains and losses); (b) A direct rollover of the Assigned Amount (or any portion thereof) to an Individual Retirement Account ("IRA") or othe

17. If the Alternate Payee elects a direct rollover pursuant to subparagraph (b) above, the Alternate Payee shall provide the Plan Administrator with written rollover instructions, specifying the name, address, taxpayer identification number, and account number of the receiving IRA or eligible retirement plan, along with such other information as the Plan Administrator may reasonably require to process the rollover i

18. If the Alternate Payee fails to elect a form of distribution within a reasonable time following the qualification and acceptance of this Order, the Plan Administrator may distribute the Assigned Amount in such default form as is provided under the terms of the Plan for distributions to alternate payees, subject to applicable withholding requirements under IRC § 3405. C. Tax Treatment

19. To the extent that the Alternate Payee receives a distribution of the Assigned Amount (or any portion thereof) and does not roll over such distribution into an eligible retirement plan or IRA within the applicable rollover period under IRC § 402(c), such distribution shall be includible in the gross income of the Alternate Payee and taxable to the Alternate Payee as ordinary income in the taxable year of receipt,

20. Any distribution to the Alternate Payee pursuant to this Order shall not be subject to the ten percent (10%) additional tax on early distributions imposed by IRC § 72(t), pursuant to the exception set forth in IRC § 72(t)(2)(C), which provides that the early distribution penalty does not apply to distributions made to an alternate payee pursuant to a qualified domestic relations order. However, the Alternate Paye

21. The Plan Administrator shall issue a Form 1099-R, or such successor form as may be required by the Internal Revenue Service, to the Alternate Payee for any distributions made to the Alternate Payee pursuant to this Order, and shall report such distributions under the Alternate Payee's Social Security Number and taxpayer identification number. The Plan Administrator shall withhold applicable federal and state inco

VI. DEATH PROVISIONS A. Death of Alternate Payee Before Distribution

22. In the event that the Alternate Payee dies before the Assigned Amount has been fully distributed, the remaining balance of the Assigned Amount (as adjusted for gains and losses) shall be distributed to the Alternate Payee's designated beneficiary under the Plan, as designated by the Alternate Payee in writing to the Plan Administrator. In the event that the Alternate Payee has not designated a beneficiary, or if

23. In the event that the Participant dies before the Assigned Amount has been segregated and/or distributed to the Alternate Payee, the Alternate Payee shall be treated as a surviving spouse of the Participant with respect to the Assigned Amount, to the extent necessary to effectuate the terms of this Order and to ensure that the Alternate Payee receives the full Assigned Amount (as adjusted for gains and losses). T

24. For the avoidance of doubt, the Alternate Payee's entitlement to the Assigned Amount under this Order shall take priority over any beneficiary designation made by the Participant under the Plan with respect to the Assigned Amount. The Participant's beneficiary designations shall apply only to the balance of the Participant's account remaining after the Assigned Amount has been segregated and/or distributed to the

VII. RESTRICTIONS AND LIMITATIONS

25. This Order does not require the Plan to provide any type or form of benefit, or any option, not otherwise provided under the terms of the Plan. This Order is intended to operate within the framework of the Plan's existing benefit structure and distribution options.

26. This Order does not require the Plan to provide increased benefits determined on the basis of actuarial value or any other methodology not contemplated by the Plan. Because the Plan is a defined contribution plan with individual accounts, the benefits payable under this Order are limited to the Assigned Amount (as adjusted for gains and losses) from the Participant's individual account.

27. This Order does not require the payment of benefits to the Alternate Payee that are required to be paid to another alternate payee under another order previously determined to be a qualified domestic relations order. To the knowledge of the parties and their respective counsel, no other qualified domestic relations order or domestic relations order has been submitted to the Plan Administrator with respect to the

28. This Order does not require the Plan to provide benefits in excess of the Participant's total vested account balance under the Plan at the time of segregation or distribution. As stated in Section III, Paragraph 10 above, if the Participant's vested account balance is less than the Assigned Amount at the time of segregation or distribution, the Alternate Payee's recovery under this Order shall be limited to the P

29. The Assigned Amount shall be determined and calculated after taking into account any outstanding plan loan balance attributable to the Participant's individual account under the Plan, to the extent required by the Plan's terms and applicable law. For the avoidance of doubt, no plan loan balance shall reduce the Assigned Amount unless such loan balance existed as of the date of separation (April 3, 2022) and remai

30. This Order shall not be construed to assign, alienate, or encumber the Participant's interest in the Plan except to the extent expressly provided herein, and except as permitted by IRC § 414(p) and ERISA § 206(d)(3). The Alternate Payee's interest under this Order is limited exclusively to the Assigned Amount (as adjusted for gains and losses) and does not extend to any other benefit, right, or interest of the Pa

VIII. STATUS OF ORDER AND PLAN ADMINISTRATOR REVIEW

31. This Order is intended to be, and shall be construed as, a Qualified Domestic Relations Order ("QDRO") as defined under IRC § 414(p) and ERISA § 206(d)(3)(B). The parties and their counsel have drafted this Order with the specific intent that it comply with all applicable requirements for qualification under the foregoing provisions of federal law and the terms of the Plan.

32. If the Plan Administrator determines that this Order, as submitted, does not satisfy the requirements for a Qualified Domestic Relations Order under applicable law, the Code, ERISA, or the Plan's governing documents, the parties and their respective counsel shall cooperate in good faith and use their best efforts to amend this Order to the minimum extent necessary to achieve qualification, without altering the su

33. The Plan Administrator shall notify both the Participant and the Alternate Payee (or their respective counsel of record) in writing within a reasonable time after receipt of this Order as to whether this Order is accepted as a Qualified Domestic Relations Order under the Plan's review procedures. Such notification shall include a statement of the Plan Administrator's determination and, if the Order is not accepte

34. During any period in which the Plan Administrator is reviewing this Order for qualification (the "determination period"), the Plan Administrator shall separately account for the Assigned Amount (the amounts that would have been payable to the Alternate Payee had this Order been determined to be a QDRO) as if this Order were a QDRO, in accordance with IRC § 414(p)(7). During such determination period, the Plan Adm

35. This Court retains continuing jurisdiction over this Order and the subject matter hereof to amend, modify, or reform this Order as may be necessary to establish or maintain its status as a Qualified Domestic Relations Order under IRC § 414(p) and ERISA § 206(d)(3), and to enforce the terms and provisions of this Order. The Court's retained jurisdiction includes the authority to enter such further orders as may be

36. Any amendment or modification of this Order made pursuant to the Court's retained jurisdiction shall not alter the economic substance of this Order, including without limitation the Assigned Amount of Six Hundred Thousand Dollars ($600,000.00) and the distribution terms set forth herein, except to the extent that any such alteration is required to conform to the terms of the Plan or applicable law and is the mini

37. This Order shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law, and applicable federal law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

38. The underlying domestic relations matter, including the marriage, divorce, and equitable distribution of marital property, is governed by the New York Domestic Relations Law and the decisional law of the courts of the State of New York.

39. To the extent that any provision of this Order conflicts with the terms of the Plan or applicable federal law, such provision shall be reformed to the minimum extent necessary to comply with the Plan or applicable federal law, and the remaining provisions of this Order shall remain in full force and effect.

40. All notices, requests, demands, elections, and other communications required or permitted under this Order shall be in writing and shall be deemed duly given when delivered personally, or when sent by certified or registered mail (return receipt requested, postage prepaid), or by nationally recognized overnight courier service, addressed as follows: To the Participant: Jonathan R. Caldwell 14 Gramercy Park South,

41. Either party may change the address for notices by providing written notice of such change to the other party, the Plan Administrator, and this Court in accordance with this Section.

XII. REFERENCE TO UNDERLYING SETTLEMENT AND JUDGMENT

42. This Order is entered in furtherance of and consistent with the Settlement Agreement and Stipulation of Settlement dated May 12, 2023 (the "Settlement Agreement"), between the Participant and the Alternate Payee, which Settlement Agreement provides, among other things, for the transfer of Six Hundred Thousand Dollars ($600,000.00) from the Participant's individual account under the Plan to the Alternate Payee as

43. The Settlement Agreement was duly executed by both parties on May 12, 2023, and was incorporated into, but not merged with, the Judgment of Divorce entered by this Court on May 30, 2023, under Index No. 312847/2022. The Settlement Agreement survives the Judgment of Divorce as an independent contract between the parties.

44. The transfers and distributions contemplated by this Order are incident to the divorce of the Participant and the Alternate Payee within the meaning of IRC § 1041, and no gain or loss shall be recognized by either party for federal income tax purposes as a result of the transfer of the Assigned Amount from the Participant's account to the Alternate Payee's separate sub-account under the Plan pursuant to this Orde

45. In the event of any conflict between the terms of this Order and the terms of the Settlement Agreement with respect to the Participant's Plan benefits, the terms of the Settlement Agreement shall control, provided that this Order may be amended by the Court to conform to the Settlement Agreement's terms while maintaining its status as a Qualified Domestic Relations Order.

XIII. MISCELLANEOUS PROVISIONS

46. This Order shall be binding upon the Participant, the Alternate Payee, and their respective heirs, executors, administrators, legal representatives, successors, and assigns, as well as upon the Plan, the Plan Administrator, the Plan Sponsor, and any successor plan or successor plan administrator.

47. This Order may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.