Contract analysis

Section 1.1. As used in this Agreement, the following terms shall have the meanings ascribed to them below, unless the context clearly requires otherwise: (a) "Agreement" means this Settlement Agreement and Stipulation of Settlement, including all Schedules attached hereto and incorporated herein by reference. (b) "Commencement Date" means June 14, 2022, the date on which the Husband filed the Petition for Dissolutio

Section 1.2. All references to currency amounts in this Agreement are to United States Dollars. All references to "days" shall mean calendar days, unless otherwise specified. All references to statutes, rules, or regulations shall include any amendments thereto that may be enacted or promulgated from time to time.

ARTICLE II — PRENUPTIAL AGREEMENT

Section 2.1 — Validity and Enforceability. The Parties hereby agree and stipulate that the Prenuptial Agreement executed on June 7, 2008, is valid, binding, and enforceable in all respects. The Wife hereby withdraws, with prejudice, all claims and counterclaims set forth in her Answer and Counterclaims dated July 11, 2022, challenging the validity of the Prenuptial Agreement, including, without limitation, the claims

Section 2.2 — Financial Disclosures. The Parties acknowledge and confirm the financial disclosures made in connection with the execution of the Prenuptial Agreement on June 7, 2008. At that time, the Husband disclosed total assets of approximately $25.2 million, as set forth in Schedule A attached to the Prenuptial Agreement and reproduced as Schedule A to this Agreement. At that time, the Wife disclosed total assets

ARTICLE III — MARITAL ESTATE IDENTIFICATION AND VALUATION

Section 3.1 — Total Marital Estate. The Parties have engaged in extensive discovery, including the exchange of expert reports, forensic accounting analyses, and business valuations, and have conducted depositions of both Parties. Following arm's-length negotiations and mediation, the Parties have agreed, solely for purposes of this settlement, that the total marital estate is valued at approximately $89.17 million. T

Section 3.2 — Caldwell Meridian Capital LLC. (a) Entity Description. CMC is a New York limited liability company, Employer Identification Number 26-4831057, with its principal office at 590 Madison Avenue, 30th Floor, New York, New York 10022. CMC was founded on September 15, 2008, during the marriage, and is conceded by both Parties to be marital property. (b) Business Operations. CMC is a registered investment advi

Section 3.3 — Caldwell Realty Holdings LP. (a) Entity Description. CRH is a New York limited partnership, Employer Identification Number 27-1924683, with its principal office at 590 Madison Avenue, 30th Floor, New York, New York 10022. The general partner of CRH is CRH GP, a New York limited liability company, Employer Identification Number 27-1924690, which is one hundred percent (100%) owned by the Husband. (b) Por

Section 3.4 — Active vs. Passive Appreciation Resolution. The Wife had contended that the $17.2 million in appreciation on the three Pre-Marital CRH Properties (valued at $11.4 million at the time of the marriage and currently appraised at $28.6 million) constituted active appreciation resulting from the Husband's management efforts during the marriage, and therefore constituted Marital Property subject to equitable

Section 3.5 — Marital Residence. (a) Description. The Marital Residence is the cooperative apartment unit located at 14 Gramercy Park South, Apt. PH-A, New York, New York 10003. Title to the shares and proprietary lease for the Marital Residence is held solely in the name of Jonathan R. Caldwell. (b) Acquisition. The Marital Residence was purchased in March 2010, during the marriage, with marital funds, at a purchase

Section 3.6 — Vacation Property. The Vacation Property is located at 44 Dune Road, Westhampton Beach, New York 11978. The Vacation Property has a current agreed value of $4.8 million. The Vacation Property was acquired during the marriage with marital funds and is Marital Property. The Vacation Property is not encumbered by any mortgage or lien.

Section 3.7 — Financial Accounts. (a) Joint Brokerage Account. The Parties maintain a joint brokerage account at Mercer & Hall Securities LLC, Account Number ending in 8812, with a current value of approximately $4.6 million. This account is Marital Property. (b) Joint Savings Account. The Parties maintain a joint savings account at Trident National Bank, Account Number ending in 3301, with a current balance of appro

Section 3.8 — Retirement Accounts. (a) Husband's 401(k). The Husband maintains a 401(k) retirement plan through CMC. The marital portion of the Husband's 401(k), reflecting contributions and appreciation during the period from the Date of Marriage to the Date of Separation, is valued at $2.3 million. (b) Wife's Retirement Accounts. The Wife maintains a Simplified Employee Pension Individual Retirement Account (SEP-IR

Section 3.9 — Personal Property. (a) Art Collection. The Parties acquired various works of art during the marriage. The total agreed value of the marital art collection is $1.8 million. The specific pieces and their respective valuations are set forth in Schedule C attached hereto. (b) 2018 Porsche 911 Turbo S. The Husband owns a 2018 Porsche 911 Turbo S with an agreed value of $175,000. This vehicle is Marital Prope

Section 3.10 — Trusts. (a) Jonathan R. Caldwell 2010 Irrevocable Trust. The Husband established the Jonathan R. Caldwell 2010 Irrevocable Trust (Tax Identification Number 36-7294851) on October 22, 2010, funded with $5.0 million from the Husband's Separate Property. The current value of the Trust is approximately $9.7 million. The beneficiaries of the Trust are Sophia Caldwell and Alexander Caldwell. Graymoor Trust C

Section 3.11 — Wife's Separate Property. (a) Baranova Dermatology & Aesthetics PLLC. The Wife is the sole owner and principal of Baranova Dermatology & Aesthetics PLLC, a New York professional limited liability company, Employer Identification Number 46-3827194, with two locations: 1120 Park Avenue, Suite 3A, New York, New York 10128, and 200 West 57th Street, Suite 607, New York, New York 10019. The PLLC generates a

ARTICLE IV — EQUITABLE DISTRIBUTION

Section 4.1 — Total Distribution to Wife. In full and final settlement of all claims by the Wife to equitable distribution of the marital estate, the Wife shall receive a total equitable distribution valued at $31.2 million, comprised of the components set forth in Sections 4.2 through 4.8 of this Article IV and summarized in Section 4.9.

Section 4.2 — Lump Sum Cash Payment. (a) Total Amount. The Husband shall pay to the Wife a total lump sum cash payment of $14.5 million, which includes the buyout of the Wife's 35% share of the net equity of the Marital Residence in the amount of $2.555 million, as set forth in Section 3.5(d)–(e) above. (b) Payment Schedule. The lump sum cash payment shall be made in two (2) installments as follows: (i) First Install

Section 4.3 — Transfer of Vacation Property. (a) The Husband shall transfer, by bargain and sale deed with covenants against grantor's acts, all of his right, title, and interest in the Vacation Property located at 44 Dune Road, Westhampton Beach, New York 11978, to the Wife. The transfer shall be completed within thirty (30) days of the execution of this Agreement. (b) The Vacation Property is valued at $4.8 million

Section 4.4 — Transfer of Joint Brokerage Account. (a) The joint brokerage account at Mercer & Hall Securities LLC, Account Number ending in 8812, currently valued at approximately $4.6 million, shall be transferred in its entirety to the Wife. (b) The Husband shall execute all documents and instruments necessary to effectuate the transfer of the account to the Wife's sole name within thirty (30) days of the entry of

Section 4.5 — QDRO Transfer (Retirement Account Equalization). (a) A Qualified Domestic Relations Order shall be submitted to the Court for entry, directing the plan administrator of the Husband's 401(k) plan to transfer the sum of $600,000 from the Husband's 401(k) account to the Wife as alternate payee. (b) The QDRO shall comply with all applicable requirements of IRC § 414(p) and the Employee Retirement Income Sec

Section 4.6 — Art Collection Transfer. (a) Specified pieces from the marital art collection, as identified on Schedule C attached hereto and incorporated herein by reference, with a total agreed value of $850,000, shall be transferred to the Wife. (b) The transfer of the art pieces shall be completed within thirty (30) days of the entry of the Judgment of Divorce. The Husband shall make the art pieces available for p

Section 4.7 — Vehicle Transfer. (a) The 2021 Range Rover Autobiography, with an agreed value of $145,000, shall be transferred to the Wife. (b) The Husband shall execute all necessary title transfer documents, including any DMV forms required by the State of New York, within fifteen (15) days of the entry of the Judgment of Divorce. (c) From and after the date of transfer, the Wife shall assume all obligations with r

Section 4.8 — Additional Cash. The Husband shall pay to the Wife an additional cash sum of $3.15 million, payable concurrently with the first lump sum installment due under Section 4.2(b)(i) of this Agreement. This additional cash payment covers miscellaneous marital personal property, furnishings, household items, and other agreed items not otherwise specifically addressed in this Agreement. Upon receipt of this pay

Section 4.9 — Summary of Distribution to Wife. The total equitable distribution to the Wife under this Agreement is summarized as follows: Note: The Marital Residence buyout of $2.555 million is a component of the $14.5 million lump sum cash payment and is not separately additive. The Wife also retains her own retirement accounts (SEP-IRA and 401(k)) valued at $1.1 million. The total distribution figure of $31.2 mill

Section 4.10 — Assets Retained by Husband. Subject to the payments and transfers set forth in Sections 4.2 through 4.8, the Husband shall retain the following assets: (a) All membership interests in Caldwell Meridian Capital LLC (85% interest), with a settlement-agreed value of $36.55 million; (b) All limited partnership interests in Caldwell Realty Holdings LP and all membership interests in Caldwell Realty GP LLC,

Section 4.11 — Assets Retained by Wife. The Wife shall retain the following assets, free and clear of any claim by the Husband: (a) All interests in Baranova Dermatology & Aesthetics PLLC (agreed value $2.4 million); (b) The Wife's retirement accounts, including her SEP-IRA and 401(k), with a combined value of $1.1 million; (c) All personal effects, clothing, jewelry, and other items of personal property currently in

ARTICLE V — SPOUSAL MAINTENANCE

Section 5.1 — Amount and Duration. The Husband shall pay to the Wife spousal maintenance in the amount of Fifteen Thousand Dollars ($15,000) per month for a period of forty-eight (48) months, commencing on the first day of the first full calendar month following the entry of the Judgment of Divorce. The total spousal maintenance obligation of the Husband under this Agreement is $720,000 ($15,000 × 48 months). This am

Section 5.2 — Method of Payment. Spousal maintenance payments shall be due on the first day of each calendar month during the maintenance period. Payments shall be made by electronic funds transfer to a bank account designated by the Wife in writing. The Wife shall provide wire transfer or direct deposit instructions to the Husband in advance of the first payment. In the event that a payment due date falls on a Satur

Section 5.3 — Termination Events. The Husband's obligation to pay spousal maintenance shall terminate upon the earliest occurrence of any of the following events: (a) The expiration of the forty-eight (48)-month term; (b) The Wife's remarriage; (c) The Wife's cohabitation with an unrelated adult in a relationship akin to marriage for a continuous period of one hundred twenty (120) days or more, as determined by the C

Section 5.4 — Tax Treatment. The Parties acknowledge that under the Tax Cuts and Jobs Act of 2017, as codified in IRC § 71 (as amended) and IRC § 215 (as repealed for instruments executed after December 31, 2018), spousal maintenance payments made pursuant to a divorce or separation instrument executed after December 31, 2018, are not deductible by the payor and are not includable in the gross income of the payee. Th

Section 5.5 — Non-Modifiability. The spousal maintenance provisions of this Agreement, including without limitation the amount, duration, and termination provisions, shall not be subject to modification by either Party or by the Court, whether for changes in financial circumstances or for any other reason, except as expressly provided in Section 5.3. The Parties expressly waive any right to seek modification of the s

ARTICLE VI — CHILD CUSTODY AND PARENTING

Section 6.1 — Legal Custody. The Parties shall share joint legal custody of the Children, Sophia Caldwell (born February 12, 2012) and Alexander Caldwell (born August 29, 2014). Both parents shall have equal rights and responsibilities with respect to all major decisions affecting the health, education, religious upbringing, welfare, and extracurricular activities of the Children. The Parties shall consult with each

Section 6.2 — Physical/Residential Custody. (a) Primary Residence. The Wife shall have primary residential custody of the Children. The Children's primary residence shall be with the Wife at her current address at 320 West 76th Street, Apt. 12B, New York, New York 10023, or at such other residence as the Wife may establish, subject to the relocation provisions set forth below. (b) Relocation. In the event the Wife se

Section 6.3 — Parenting Time — Husband. The Husband shall have parenting time with the Children as follows: (a) Alternate Weekends. Every other weekend from Friday at 5:00 PM to Sunday at 7:00 PM, commencing on the first Friday following the entry of the Judgment of Divorce. The Husband shall be responsible for picking up the Children from the Wife's residence or their school on Friday and returning them to the Wife'

Section 6.4 — School. The Children shall continue to attend Lockwood Academy, located at 251 East 84th Street, New York, New York 10028. The annual tuition for Sophia Caldwell is currently $58,500, and the annual tuition for Alexander Caldwell is currently $54,200. Any change in the Children's school enrollment shall be a major decision requiring the mutual agreement of both Parties pursuant to Section 6.1.

Section 6.5 — Communication and Cooperation. (a) Communication with Children. Each Party shall ensure that the Children have reasonable and regular telephone, video call, and electronic communication with the other Party when the Children are in his or her care. Neither Party shall monitor, intercept, or restrict the Children's communications with the other Party except as reasonably necessary to protect the health a

Section 7.1 — Basic Child Support. The Husband shall pay to the Wife child support in the amount of $8,500 per month per child, for a total of $17,000 per month for both Children combined. Payments shall commence on the first day of the first full calendar month following the entry of the Judgment of Divorce. This child support obligation supersedes and replaces the temporary (pendente lite) child support order of $1

Section 7.2 — Duration. The Husband's obligation to pay child support for each child shall continue until the earlier of: (a) the child's attainment of the age of eighteen (18); or (b) the child's graduation from high school, whichever occurs later, unless the child is sooner emancipated by marriage, entry into the military, or other legally recognized event constituting emancipation under New York law. In the event

Section 7.3 — Additional Expenses. In addition to the basic child support set forth in Section 7.1, the Parties shall share the following additional expenses for the Children in the proportion of seventy-five percent (75%) by the Husband and twenty-five percent (25%) by the Wife: (a) Private school tuition at Lockwood Academy (or such other school as the Parties may mutually agree upon), including but not limited to

Section 7.4 — Health Insurance. The Husband shall maintain health insurance coverage for the Children through his employer-sponsored health plan or, if employer-sponsored coverage is not available, through a private health plan providing substantially equivalent coverage, at the Husband's sole cost and expense, for so long as the Husband is obligated to pay child support under this Agreement. The Husband shall prompt

Section 7.5 — College and Post-Secondary Education. The Parties acknowledge that the Caldwell Children's Education Trust, as described in Section 3.10(b) and Article VIII, is available for the educational expenses of the Children, including post-secondary education. The Parties agree to discuss in good faith, at the appropriate time, the Children's college and post-secondary educational plans, including the selection

Section 7.6 — Modification. The child support provisions of this Agreement may be modified upon application by either Party to the Court, upon a showing of a substantial change in circumstances, in accordance with DRL § 236(B)(9)(b) and § 240. Such modification shall be prospective only from the date of application.

ARTICLE VIII — CALDWELL CHILDREN'S EDUCATION TRUST

Section 8.1 — Continuation. The Caldwell Children's Education Trust, established January 15, 2016, Tax Identification Number 81-4620537, with a current value of approximately $3.1 million, shall remain in full force and effect, and shall not be dissolved, terminated, or materially amended without the written consent of both Parties. Graymoor Trust Company, 520 Madison Avenue, 14th Floor, New York, New York 10022, sha

Section 8.2 — Purpose. The Trust shall be used exclusively for the educational benefit of Sophia Caldwell and Alexander Caldwell, including but not limited to tuition, books, laboratory fees, room and board, meal plans, transportation, educational technology, and other education-related expenses at primary, secondary, and post-secondary educational institutions. No distributions shall be made from the Trust for any p

Section 8.3 — No Distribution for Equitable Division. Notwithstanding the characterization of the Education Trust as Marital Property, the Parties expressly agree that the corpus and income of the Trust shall not be distributed to either Party as part of the equitable distribution provided for in this Agreement. The Trust corpus shall remain intact for the benefit of the Children, and neither Party shall seek to inva

ARTICLE IX — 2010 IRREVOCABLE TRUST

Section 9.1 — Separate Property Confirmation. The Jonathan R. Caldwell 2010 Irrevocable Trust, established October 22, 2010, Tax Identification Number 36-7294851, with a current value of approximately $9.7 million, is hereby confirmed as the Husband's Separate Property and is not subject to equitable distribution under this Agreement. Graymoor Trust Company serves as trustee. The beneficiaries of the Trust are Sophia

Section 9.2 — No Modification Without Notice. The Husband shall not modify the terms of the 2010 Irrevocable Trust in any manner that would materially diminish the interests of the Children as beneficiaries, or remove either child as a beneficiary, without the prior written consent of the Wife, which consent shall not be unreasonably withheld.

Section 10.1 — Filing Status for 2022. The Parties agree to file separate federal and New York State income tax returns for the tax year 2022 and for all subsequent tax years. Each Party shall be solely responsible for his or her own tax liabilities, including any taxes, penalties, interest, or assessments arising from his or her individual tax returns for 2022 and all subsequent tax years.

Section 10.2 — IRC § 1041 Transfers. All transfers of property between the Parties pursuant to this Agreement shall be treated as tax-free transfers incident to divorce under IRC § 1041. The transferee spouse shall assume the transferor spouse's adjusted tax basis in each asset so transferred. The Parties agree that the following specific transfers are subject to IRC § 1041 treatment: (a) The transfer of the Vacation

Section 10.3 — Spousal Maintenance Tax Treatment. As set forth in Section 5.4 of Article V, the spousal maintenance payments provided for in this Agreement are non-deductible by the Husband and non-includable in the Wife's gross income, in accordance with the provisions of the Tax Cuts and Jobs Act of 2017 applicable to divorce or separation instruments executed after December 31, 2018. The Parties acknowledge this t