[sheet: Cover]

Field	Value
Document Title	Independent Contractor Operating Agreement — Version Comparison Chart
Work Product Of	Calderwood & Harkness LLP
Date Prepared	May 12, 2025
Prepared By	Devon Archer, Associate
Reviewed By	James Underwood, Lead Associate; Bernard Crawford, Partner
Paralegal Support	Lisa Cheng
Client	Stonefield Logistics Group Inc.
Matter	Delano v. Stonefield Logistics Group Inc., Case No. 3:25-cv-01847-RBC
Court	U.S. District Court for the Northern District of Texas, Dallas Division
Confidentiality	PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGED
Purpose	Comparison of material terms across ICOA v1.0 (2018), v2.0 (August 2020), and v3.0 (January 2023) to identify differences relevant to driver classification analysis and conditional certification opposition
Source Documents	ICOA v1.0 template (2018, drafted by Pennfield & Daye LLP); ICOA v2.0 template (August 2020, revised by SLG in-house counsel with P&D input); ICOA v3.0 template (January 2023, revised by SLG in-house counsel)
Related Memoranda	Arbitration Enforceability Memo (May 15, 2025); FLSA Economic Reality Test Memo (May 20, 2025); Arbitration Timing Strategy Memo (June 10, 2025)

[sheet: Term-by-Term Comparison]

Item No.	Contract Provision / Term	Category	ICOA v1.0 (2018)	ICOA v2.0 (August 2020)	ICOA v3.0 (January 2023)	Material Change v1.0→v2.0?	Material Change v2.0→v3.0?	Relevance to Classification / Certification	Notes
1	Parties / Contracting Entity	General	Driver (as 'Independent Contractor') and Stonefield Logistics Group Inc.	Same as v1.0	Same as v1.0; added reference to SLG's Delaware incorporation and EIN 82-4731956	No	No	Identifies contracting relationship for economic reality test	All versions classify driver as independent contractor, not employee
2	Classification / Status Clause	Classification	Driver expressly classified as independent contractor; acknowledgment that driver is not an employee of SLG	Same as v1.0; added recital that classification was reviewed by outside counsel	Same as v2.0; strengthened with driver's affirmative representation that driver has sought independent legal/tax advice regarding classification	No	Yes	Central to classification defense; v3.0 bolsters defense with driver's representation of independent review	v2.0 reference to 'outside counsel' refers to Pennfield & Daye LLP classification analysis
3	Arbitration Clause	Dispute Resolution	Not present. Disputes subject to litigation in courts of competent jurisdiction in Tarrant County, Texas or federal court in the Northern District of Texas	Not present. Same forum selection clause as v1.0	Mandatory binding arbitration of all disputes arising out of or relating to the ICOA or the parties' relationship, administered by a nationally recognized arbitration provider, individual arbitration only, governed by the Federal Arbitration Act	No	Yes — Material Addition	Critical to conditional certification opposition — approximately 640 drivers signed v3.0; enforceable under FAA and Granite Harbor Systems. v. Lewis per C&H analysis	Named plaintiff Marcus Delano signed v1.0 (2018) — arbitration clause does NOT apply to him
4	Collective / Class Action Waiver	Dispute Resolution	Not present	Not present	Express waiver of right to participate in any class, collective, or representative action; driver agrees to pursue claims only on an individual basis	No	Yes — Material Addition	If enforced, removes approximately 640 drivers from proposed collective (1,187 total minus 640 = approximately 547 remaining)	Waiver added in tandem with arbitration clause in January 2023 revision
5	Delegation Clause	Dispute Resolution	Not present	Not present	Present — questions of arbitrability (including enforceability of arbitration clause and waiver) delegated to the arbitrator	No	Yes — Material Addition	Delegation clause may preclude court from ruling on unconscionability arguments; favorable to defense under Fifth Circuit precedent
6	Payment Structure	Compensation	Per-delivery basis; rates set by SLG based on delivery type; range not specified in template (schedule attached as Exhibit A)	Per-delivery basis; rate schedule updated; rates ranging from $12.00–$34.00 per delivery depending on package weight, distance, and delivery type (standard vs. white-glove)	Per-delivery basis; rate schedule updated; rates ranging from $14.50–$38.00 per delivery depending on package weight, distance, and delivery type (standard vs. white-glove)	Yes — rates specified in v2.0	Yes — rate increase in v3.0	Payment on per-delivery (piece-rate) basis supports IC classification; however, drivers have no ability to negotiate rates, which cuts toward employment	Plaintiff Delano's average weekly gross pay (2023): $1,247; effective hourly rate $21.50/hour based on 58 avg weekly hours
7	Delivery Assignment / Dispatch	Control	Deliveries assigned via SLG dispatch; driver may decline assignments but no minimum acceptance threshold specified	Deliveries assigned through SLG's proprietary dispatch platform RouteSync; driver may decline individual deliveries but subject to minimum acceptance rate of 80% per rolling 30-day period	Deliveries assigned through RouteSync; driver may decline individual deliveries but subject to minimum acceptance rate of 85% per rolling 30-day period; falling below triggers 'performance review'	Yes — RouteSync introduced; 80% acceptance rate added	Yes — acceptance rate increased from 80% to 85%; 'performance review' consequence added	Higher minimum acceptance rate and performance review consequences suggest greater SLG control; plaintiff argues this is indistinguishable from employee performance management	Variance across hubs in actual enforcement of acceptance rate threshold is relevant to 'similarly situated' analysis
8	Delivery Windows / Scheduling	Control	Required daily delivery windows: 8:00 AM–7:00 PM, Monday through Saturday	Required daily delivery windows: 7:00 AM–8:00 PM, Monday through Saturday	Required daily delivery windows: 7:00 AM–8:00 PM, Monday through Saturday; added Saturday optional language with hub manager discretion	Yes — window expanded	No (minor Saturday language change)	Mandatory delivery windows suggest SLG control over schedule; defense argues windows are broad and reflect customer expectations, not employer control
9	Uniforms and Branding	Control	Drivers required to wear SLG-branded uniforms and display SLG vehicle placards during deliveries	Same as v1.0; added requirement for SLG-issued ID badges	Same as v2.0	Yes — ID badge added	No	Uniform/branding requirements cut toward employment relationship under economic reality test; present in all three versions	Plaintiff alleges mandatory uniforms, ID badges, and vehicle placards at all times during deliveries
10	GPS Tracking / Telematics	Control	Not present; SLG reserved right to request location verification	GPS tracking via SLG-provided telematics device mandatory on all vehicles during delivery hours	Same as v2.0	Yes — Material Addition	No	Mandatory GPS tracking is a significant control factor favoring employment; introduced in v2.0 and carried forward	SLG provides the telematics hardware; plaintiff alleges continuous monitoring
11	Subcontracting	Entrepreneurial Opportunity	Driver may subcontract deliveries to qualified individuals with SLG's prior written approval	Same as v1.0; added requirement that subcontractor must pass SLG background check and vehicle inspection	Same as v2.0; added requirement that subcontractor must complete SLG safety orientation (4 hours)	Yes — additional subcontractor requirements	Yes — additional training requirement for subcontractors	Right to subcontract supports IC classification; however, plaintiff alleges approvals were rarely granted (zero approvals during his tenure). Increasing requirements across versions makes subcontracting more difficult in practice	Defense should investigate actual subcontracting approval rates across all 14 hubs
12	Non-Compete Clause	Restrictive Covenants	Non-compete: 6 months, 25-mile radius from assigned hub, post-termination	Non-compete: 12 months, 50-mile radius from assigned hub, post-termination	Non-compete: 12 months, 50-mile radius from assigned hub, post-termination	Yes — duration doubled; radius doubled	No	Non-compete restricts entrepreneurial opportunity; more restrictive terms in v2.0/v3.0 cut toward employment. Enforceability under Texas law is questionable for ICs	Texas non-compete law generally requires employer-employee relationship; enforceability against ICs is a risk area for SLG's classification position
13	Non-Solicitation Clause	Restrictive Covenants	Not present	Non-solicitation of SLG customers and other SLG drivers for 12 months post-termination	Same as v2.0	Yes — Material Addition	No	Restricts driver's business opportunities; cuts toward employment
14	Training Requirements	Control	Initial safety orientation required (8 hours); no ongoing training specified	Mandatory safety and customer-service training: 16 hours initial, 4 hours quarterly	Same as v2.0	Yes — training significantly expanded	No	Mandatory ongoing training is a control factor; supports employment relationship. Present in v2.0 and v3.0	Plaintiff alleges 16 hours initial and 4 hours quarterly training mandated by SLG
15	Vehicle Requirements	Investment / Equipment	Driver must provide own vehicle meeting SLG specifications (cargo van or box truck)	Driver must provide own vehicle: cargo van or box truck, model year 2012 or newer, must pass SLG safety inspection	Driver must provide own vehicle: cargo van or box truck, model year 2015 or newer, must pass SLG safety inspection	Yes — model year requirement added	Yes — model year updated to 2015+	Driver's investment in personal vehicle supports IC classification; however, SLG dictates vehicle specifications, which suggests control
16	Equipment Provided by SLG	Investment / Equipment	SLG provides delivery scanners	SLG provides delivery scanners, RouteSync access (software), and GPS telematics device	Same as v2.0	Yes — additional equipment provided	No	SLG-provided equipment cuts toward employment; increases SLG's investment relative to driver's
17	Insurance Requirements (Driver)	Investment / Equipment	Driver must maintain commercial auto insurance with minimum $500,000 liability	Same as v1.0; added requirement for general commercial liability insurance ($1,000,000)	Same as v2.0	Yes — additional insurance requirement	No	Driver's insurance costs are part of driver's investment; supports IC classification
18	Exclusivity	Entrepreneurial Opportunity	No exclusivity requirement; driver may perform services for other companies	No exclusivity requirement; driver may perform services for other companies subject to non-compete	Same as v2.0; added disclosure requirement if driver performs services for competing delivery platforms	No	Yes — disclosure requirement added	Non-exclusivity supports IC classification, but practical limitations (minimum acceptance rate, delivery windows, non-compete) may undermine this in practice	Defense should gather evidence of multi-platform engagement; see Subcontracting/Multi-Platform Memo
19	Termination	General	Either party may terminate with 14 days' written notice; SLG may terminate immediately for cause (safety violations, customer complaints)	Either party may terminate with 14 days' written notice; SLG may terminate immediately for cause; added progressive discipline process (warning, probation, termination) for performance issues	Same as v2.0	Yes — progressive discipline added	No	Progressive discipline process resembles employment relationship; cuts toward employment under economic reality test
20	Term / Duration	General	One-year term with automatic annual renewal unless terminated	Same as v1.0	Two-year term with automatic renewal unless terminated; 30-day advance notice required for non-renewal	No	Yes — term extended to 2 years	Longer contract term suggests greater permanence of relationship; cuts toward employment
21	Indemnification	Liability	Driver indemnifies SLG for claims arising from driver's performance of services	Same as v1.0; added mutual indemnification for third-party claims	Same as v2.0	Yes — mutual indemnification added	No	Indemnification provisions are typical of IC agreements
22	Tax Obligations	Classification	Driver responsible for all taxes; SLG issues Form 1099-NEC; no withholding	Same as v1.0	Same as v1.0; added driver representation that driver files Schedule C and pays self-employment taxes	No	Yes — additional driver representation	Tax treatment consistent with IC classification; v3.0 strengthens with affirmative representation
23	Governing Law	General	Texas law	Texas law	Texas law; Federal Arbitration Act governs arbitration clause	No	Yes — FAA reference added for arbitration	FAA preemption may support enforceability of arbitration clause over state-law unconscionability challenges
24	Integration / Entire Agreement	General	Standard integration clause	Same as v1.0	Same as v1.0; added acknowledgment that driver has had opportunity to review agreement with counsel of driver's choosing	No	Yes — counsel-review acknowledgment added	Strengthens enforceability of arbitration clause against procedural unconscionability claims

[sheet: Driver Population by ICOA Versi]

ICOA Version	Effective Date	Drafted / Revised By	Arbitration Clause Present	Collective Action Waiver Present	Approximate Number of Drivers Who Signed	Percentage of Total Collective	Impact if Arbitration Enforced	Named Plaintiff (Delano) Signed This Version
v1.0	2018	Pennfield & Daye LLP	No	No	287	24.2%	Drivers remain in collective; no basis to compel arbitration	Yes — signed March 2021
v2.0	August 2020	SLG in-house counsel with Pennfield & Daye LLP input	No	No	260	21.9%	Drivers remain in collective; no basis to compel arbitration	No
v3.0	January 2023	SLG in-house counsel	Yes	Yes	640	53.9%	If arbitration enforced, approximately 640 drivers removed from collective; collective reduced to approximately 547	No
TOTAL	—	—	—	—	1187	100.0%	Post-arbitration collective: approximately 547 drivers	—

[sheet: Hub-Level ICOA Distribution]

Hub ID	Location	Total Drivers (Relevant Period)	ICOA v1.0 Signatories	ICOA v2.0 Signatories	ICOA v3.0 Signatories	% v3.0 (Arbitration)	Remaining After Arbitration
HUB-01	Fort Worth, TX	142	41	33	68	47.9%	74
HUB-02	Dallas, TX	168	38	36	94	56.0%	74
HUB-03	Houston, TX	195	44	42	109	55.9%	86
HUB-04	San Antonio, TX	121	30	27	64	52.9%	57
HUB-05	Austin, TX	98	24	21	53	54.1%	45
HUB-06	Oklahoma City, OK	87	22	19	46	52.9%	41
HUB-07	Tulsa, OK	64	17	14	33	51.6%	31
HUB-08	Baton Rouge, LA	53	14	12	27	50.9%	26
HUB-09	New Orleans, LA	71	18	16	37	52.1%	34
HUB-10	Little Rock, AR	46	13	11	22	47.8%	24
HUB-11	Shreveport, LA	34	9	8	17	50.0%	17
HUB-12	El Paso, TX	41	7	9	25	61.0%	16
HUB-13	Lubbock, TX	29	5	7	17	58.6%	12
HUB-14	Corpus Christi, TX	38	5	5	28	73.7%	10
TOTAL	All Hubs	1187	287	260	640	53.9%	547

[sheet: Classification Impact Assessmen]

Economic Reality Factor	Factor Description	ICOA v1.0 Assessment	ICOA v2.0 Assessment	ICOA v3.0 Assessment	Direction of Change Across Versions	Defense Risk Level	Key Provisions Implicated
1. Degree of Control	Extent to which the company controls the manner and means of the worker's performance	Moderate control — delivery windows (8AM–7PM), uniforms, vehicle placards, subcontracting with approval; no GPS, no RouteSync, no minimum acceptance rate	Higher control — RouteSync dispatch, GPS tracking mandatory, 80% minimum acceptance rate, ID badges added, expanded training (16 hrs initial, 4 hrs quarterly)	Highest control — 85% minimum acceptance rate with performance review trigger, all v2.0 controls retained	Increasingly restrictive across versions; more control indicators added	High Risk	Items 7, 8, 9, 10, 11, 14, 25
2. Opportunity for Profit or Loss	Whether the worker can increase earnings through managerial skill, initiative, or business acumen	Moderate — per-delivery pay, own vehicle, may work for others, subcontracting permitted (with approval), 6-month/25-mile non-compete	More restricted — per-delivery pay with no rate negotiation, 12-month/50-mile non-compete, non-solicitation added, subcontracting harder (background check/inspection required)	Most restricted — higher non-compete, subcontracting even harder (safety orientation for subs), disclosure of competing platform work, 85% acceptance rate limits availability for other work	Entrepreneurial opportunity narrows across versions	Moderate-High Risk	Items 6, 11, 12, 13, 18
3. Worker's Investment in Equipment/Facilities	Worker's investment relative to the company's investment	Driver provides vehicle (cargo van/box truck); SLG provides scanners only	Driver provides vehicle (model year 2012+, SLG inspection); SLG now provides scanners, RouteSync software, and GPS telematics device	Driver provides vehicle (model year 2015+, SLG inspection); same SLG-provided equipment as v2.0; driver must maintain commercial auto ($500K) and general commercial liability ($1M) insurance	Driver investment remains significant (vehicle, insurance); SLG investment increases (RouteSync, GPS hardware)	Moderate Risk	Items 15, 16, 17
4. Permanence of Relationship	Whether the relationship is indefinite or project-based	1-year auto-renewing term	1-year auto-renewing term	2-year auto-renewing term with 30-day non-renewal notice	Longer term in v3.0 suggests greater permanence	Moderate Risk	Items 19, 20
5. Skill Required	Degree of skill, initiative, or judgment required	Minimal specialized skill; standard delivery driving; 8-hour initial orientation	Minimal specialized skill; SLG-provided training expanded to 16 hrs initial + 4 hrs quarterly; RouteSync directs routing	Same as v2.0	Expanded SLG training and routing software reduce need for independent skill/judgment	Moderate Risk	Items 7, 14
6. Integral Nature of Service	Whether the worker's services are integral to the company's business	Delivery driving is core to SLG's last-mile delivery business — highly integral	Same — drivers remain integral to SLG's operations	Same — drivers remain integral; SLG reported $312.7M revenue in FY 2024 with approximately 1,450 active drivers	No change — consistently integral across all versions	High Risk	N/A — inherent to business model

[sheet: Key Observations & Strategy Not]

Item No.	Observation / Strategic Note	Relevance
1	The arbitration clause and collective action waiver in ICOA v3.0 (January 2023) are the single most impactful contractual change across the three versions. If enforced under the FAA and Ridgeway Services Inc., approximately 640 of 1,187 drivers (53.9%) would be removed from the collective, reducing the collective to approximately 547 drivers.	Conditional certification opposition; motion to compel arbitration
2	Named plaintiff Marcus Delano signed ICOA v1.0 (2018), which does not contain an arbitration clause or collective action waiver. A motion to compel arbitration would not apply to Delano personally, but could significantly reduce the collective.	Arbitration strategy; Delano remains in litigation regardless
3	Control factors have consistently increased across ICOA versions: introduction of RouteSync dispatch and GPS tracking in v2.0, escalation of minimum acceptance rate from none (v1.0) to 80% (v2.0) to 85% (v3.0) with performance review consequences, expanded training requirements, and tightened non-compete/non-solicitation terms. This progression creates a risk that a court will find the employment indicia strengthened over time.	Classification defense risk; economic reality test briefing
4	The subcontracting right exists in all three versions but has become increasingly difficult to exercise in practice: v2.0 added background check and vehicle inspection requirements for subcontractors; v3.0 added a 4-hour safety orientation requirement. Plaintiff alleges zero subcontracting approvals during his tenure. Actual subcontracting rates across all 14 hubs should be investigated.	Entrepreneurial opportunity factor; fact investigation
5	Material differences across the three ICOA versions — particularly the presence or absence of arbitration clauses, varying acceptance rate thresholds, and evolving control provisions — support the defense argument that drivers are not similarly situated for conditional certification purposes. Drivers under v1.0 operated under materially different terms than drivers under v3.0.	Conditional certification opposition; 'similarly situated' analysis
6	Per-delivery rates increased from unspecified (v1.0) to $12.00–$34.00 (v2.0) to $14.50–$38.00 (v3.0), but drivers have no ability to negotiate individual rates in any version. This is a control factor that cuts toward employment across all versions.	Compensation analysis; classification risk
7	The v3.0 additions of driver representations regarding independent legal/tax advice, Schedule C filing, and opportunity to review agreement with counsel strengthen the defense against procedural unconscionability challenges to the arbitration clause.	Arbitration enforceability; unconscionability defense
8	The non-compete clause doubled in both duration (6 months → 12 months) and radius (25 miles → 50 miles) from v1.0 to v2.0 and was maintained in v3.0. Enforceability of non-competes against independent contractors under Texas law is uncertain and could undermine the classification defense if the court views them as inconsistent with IC status.	Classification defense risk; restrictive covenants analysis
9	SLG's EPLI policy with Broadleaf Insurance Company (Policy No. BIC-EPL-2024-07831, $2M SIR, $10M aggregate limit) should be assessed in light of total potential exposure: approximately $73,958,409 with liquidated damages for full collective, or approximately $34.1M for post-arbitration reduced collective. Policy limit is significantly below exposure in all but the lowest opt-in scenarios.	Insurance coverage; settlement strategy
10	Total potential damages exposure under plaintiff's theory: 1,187 drivers × $31,153.50 per driver (based on $193.50 weekly unpaid OT × 161 weeks) = $36,979,204.50 single damages; $73,958,409.00 with FLSA liquidated damages. Post-arbitration (547 drivers): approximately $34.1M with liquidated damages.	Damages modeling; board reporting

[sheet: Cover]
Field | Value
Document Title | Independent Contractor Operating Agreement — Version Comparison Chart
Work Product Of | Calderwood & Harkness LLP
Date Prepared | May 12, 2025
Prepared By | Devon Archer, Associate
Reviewed By | James Underwood, Lead Associate; Bernard Crawford, Partner
Paralegal Support | Lisa Cheng
Client | Stonefield Logistics Group Inc.
Matter | Delano v. Stonefield Logistics Group Inc., Case No. 3:25-cv-01847-RBC
Court | U.S. District Court for the Northern District of Texas, Dallas Division
Confidentiality | PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGED
Purpose | Comparison of material terms across ICOA v1.0 (2018), v2.0 (August 2020), and v3.0 (January 2023) to identify differences relevant to driver classification analysis and conditional certification opposition
Source Documents | ICOA v1.0 template (2018, drafted by Pennfield & Daye LLP); ICOA v2.0 template (August 2020, revised by SLG in-house counsel with P&D input); ICOA v3.0 template (January 2023, revised by SLG in-house counsel)
Related Memoranda | Arbitration Enforceability Memo (May 15, 2025); FLSA Economic Reality Test Memo (May 20, 2025); Arbitration Timing Strategy Memo (June 10, 2025)
[sheet: Term-by-Term Comparison]
Item No. | Contract Provision / Term | Category | ICOA v1.0 (2018) | ICOA v2.0 (August 2020) | ICOA v3.0 (January 2023) | Material Change v1.0→v2.0? | Material Change v2.0→v3.0? | Relevance to Classification / Certification | Notes
1 | Parties / Contracting Entity | General | Driver (as 'Independent Contractor') and Stonefield Logistics Group Inc. | Same as v1.0 | Same as v1.0; added reference to SLG's Delaware incorporation and EIN 82-4731956 | No | No | Identifies contracting relationship for economic reality test | All versions classify driver as independent contractor, not employee
2 | Classification / Status Clause | Classification | Driver expressly classified as independent contractor; acknowledgment that driver is not an employee of SLG | Same as v1.0; added recital that classification was reviewed by outside counsel | Same as v2.0; strengthened with driver's affirmative representation that driver has sought independent legal/tax advice regarding classification | No | Yes | Central to classification defense; v3.0 bolsters defense with driver's representation of independent review | v2.0 reference to 'outside counsel' refers to Pennfield & Daye LLP classification analysis
3 | Arbitration Clause | Dispute Resolution | Not present. Disputes subject to litigation in courts of competent jurisdiction in Tarrant County, Texas or federal court in the Northern District of Texas | Not present. Same forum selection clause as v1.0 | Mandatory binding arbitration of all disputes arising out of or relating to the ICOA or the parties' relationship, administered by a nationally recognized arbitration provider, individual arbitration only, governed by the Federal Arbitration Act | No | Yes — Material Addition | Critical to conditional certification opposition — approximately 640 drivers signed v3.0; enforceable under FAA and Granite Harbor Systems. v. Lewis per C&H analysis | Named plaintiff Marcus Delano signed v1.0 (2018) — arbitration clause does NOT apply to him
4 | Collective / Class Action Waiver | Dispute Resolution | Not present | Not present | Express waiver of right to participate in any class, collective, or representative action; driver agrees to pursue claims only on an individual basis | No | Yes — Material Addition | If enforced, removes approximately 640 drivers from proposed collective (1,187 total minus 640 = approximately 547 remaining) | Waiver added in tandem with arbitration clause in January 2023 revision
5 | Delegation Clause | Dispute Resolution | Not present | Not present | Present — questions of arbitrability (including enforceability of arbitration clause and waiver) delegated to the arbitrator | No | Yes — Material Addition | Delegation clause may preclude court from ruling on unconscionability arguments; favorable to defense under Fifth Circuit precedent
6 | Payment Structure | Compensation | Per-delivery basis; rates set by SLG based on delivery type; range not specified in template (schedule attached as Exhibit A) | Per-delivery basis; rate schedule updated; rates ranging from $12.00–$34.00 per delivery depending on package weight, distance, and delivery type (standard vs. white-glove) | Per-delivery basis; rate schedule updated; rates ranging from $14.50–$38.00 per delivery depending on package weight, distance, and delivery type (standard vs. white-glove) | Yes — rates specified in v2.0 | Yes — rate increase in v3.0 | Payment on per-delivery (piece-rate) basis supports IC classification; however, drivers have no ability to negotiate rates, which cuts toward employment | Plaintiff Delano's average weekly gross pay (2023): $1,247; effective hourly rate $21.50/hour based on 58 avg weekly hours
7 | Delivery Assignment / Dispatch | Control | Deliveries assigned via SLG dispatch; driver may decline assignments but no minimum acceptance threshold specified | Deliveries assigned through SLG's proprietary dispatch platform RouteSync; driver may decline individual deliveries but subject to minimum acceptance rate of 80% per rolling 30-day period | Deliveries assigned through RouteSync; driver may decline individual deliveries but subject to minimum acceptance rate of 85% per rolling 30-day period; falling below triggers 'performance review' | Yes — RouteSync introduced; 80% acceptance rate added | Yes — acceptance rate increased from 80% to 85%; 'performance review' consequence added | Higher minimum acceptance rate and performance review consequences suggest greater SLG control; plaintiff argues this is indistinguishable from employee performance management | Variance across hubs in actual enforcement of acceptance rate threshold is relevant to 'similarly situated' analysis
8 | Delivery Windows / Scheduling | Control | Required daily delivery windows: 8:00 AM–7:00 PM, Monday through Saturday | Required daily delivery windows: 7:00 AM–8:00 PM, Monday through Saturday | Required daily delivery windows: 7:00 AM–8:00 PM, Monday through Saturday; added Saturday optional language with hub manager discretion | Yes — window expanded | No (minor Saturday language change) | Mandatory delivery windows suggest SLG control over schedule; defense argues windows are broad and reflect customer expectations, not employer control
9 | Uniforms and Branding | Control | Drivers required to wear SLG-branded uniforms and display SLG vehicle placards during deliveries | Same as v1.0; added requirement for SLG-issued ID badges | Same as v2.0 | Yes — ID badge added | No | Uniform/branding requirements cut toward employment relationship under economic reality test; present in all three versions | Plaintiff alleges mandatory uniforms, ID badges, and vehicle placards at all times during deliveries
10 | GPS Tracking / Telematics | Control | Not present; SLG reserved right to request location verification | GPS tracking via SLG-provided telematics device mandatory on all vehicles during delivery hours | Same as v2.0 | Yes — Material Addition | No | Mandatory GPS tracking is a significant control factor favoring employment; introduced in v2.0 and carried forward | SLG provides the telematics hardware; plaintiff alleges continuous monitoring
11 | Subcontracting | Entrepreneurial Opportunity | Driver may subcontract deliveries to qualified individuals with SLG's prior written approval | Same as v1.0; added requirement that subcontractor must pass SLG background check and vehicle inspection | Same as v2.0; added requirement that subcontractor must complete SLG safety orientation (4 hours) | Yes — additional subcontractor requirements | Yes — additional training requirement for subcontractors | Right to subcontract supports IC classification; however, plaintiff alleges approvals were rarely granted (zero approvals during his tenure). Increasing requirements across versions makes subcontracting more difficult in practice | Defense should investigate actual subcontracting approval rates across all 14 hubs
12 | Non-Compete Clause | Restrictive Covenants | Non-compete: 6 months, 25-mile radius from assigned hub, post-termination | Non-compete: 12 months, 50-mile radius from assigned hub, post-termination | Non-compete: 12 months, 50-mile radius from assigned hub, post-termination | Yes — duration doubled; radius doubled | No | Non-compete restricts entrepreneurial opportunity; more restrictive terms in v2.0/v3.0 cut toward employment. Enforceability under Texas law is questionable for ICs | Texas non-compete law generally requires employer-employee relationship; enforceability against ICs is a risk area for SLG's classification position
13 | Non-Solicitation Clause | Restrictive Covenants | Not present | Non-solicitation of SLG customers and other SLG drivers for 12 months post-termination | Same as v2.0 | Yes — Material Addition | No | Restricts driver's business opportunities; cuts toward employment
14 | Training Requirements | Control | Initial safety orientation required (8 hours); no ongoing training specified | Mandatory safety and customer-service training: 16 hours initial, 4 hours quarterly | Same as v2.0 | Yes — training significantly expanded | No | Mandatory ongoing training is a control factor; supports employment relationship. Present in v2.0 and v3.0 | Plaintiff alleges 16 hours initial and 4 hours quarterly training mandated by SLG
15 | Vehicle Requirements | Investment / Equipment | Driver must provide own vehicle meeting SLG specifications (cargo van or box truck) | Driver must provide own vehicle: cargo van or box truck, model year 2012 or newer, must pass SLG safety inspection | Driver must provide own vehicle: cargo van or box truck, model year 2015 or newer, must pass SLG safety inspection | Yes — model year requirement added | Yes — model year updated to 2015+ | Driver's investment in personal vehicle supports IC classification; however, SLG dictates vehicle specifications, which suggests control
16 | Equipment Provided by SLG | Investment / Equipment | SLG provides delivery scanners | SLG provides delivery scanners, RouteSync access (software), and GPS telematics device | Same as v2.0 | Yes — additional equipment provided | No | SLG-provided equipment cuts toward employment; increases SLG's investment relative to driver's
17 | Insurance Requirements (Driver) | Investment / Equipment | Driver must maintain commercial auto insurance with minimum $500,000 liability | Same as v1.0; added requirement for general commercial liability insurance ($1,000,000) | Same as v2.0 | Yes — additional insurance requirement | No | Driver's insurance costs are part of driver's investment; supports IC classification
18 | Exclusivity | Entrepreneurial Opportunity | No exclusivity requirement; driver may perform services for other companies | No exclusivity requirement; driver may perform services for other companies subject to non-compete | Same as v2.0; added disclosure requirement if driver performs services for competing delivery platforms | No | Yes — disclosure requirement added | Non-exclusivity supports IC classification, but practical limitations (minimum acceptance rate, delivery windows, non-compete) may undermine this in practice | Defense should gather evidence of multi-platform engagement; see Subcontracting/Multi-Platform Memo
19 | Termination | General | Either party may terminate with 14 days' written notice; SLG may terminate immediately for cause (safety violations, customer complaints) | Either party may terminate with 14 days' written notice; SLG may terminate immediately for cause; added progressive discipline process (warning, probation, termination) for performance issues | Same as v2.0 | Yes — progressive discipline added | No | Progressive discipline process resembles employment relationship; cuts toward employment under economic reality test
20 | Term / Duration | General | One-year term with automatic annual renewal unless terminated | Same as v1.0 | Two-year term with automatic renewal unless terminated; 30-day advance notice required for non-renewal | No | Yes — term extended to 2 years | Longer contract term suggests greater permanence of relationship; cuts toward employment
21 | Indemnification | Liability | Driver indemnifies SLG for claims arising from driver's performance of services | Same as v1.0; added mutual indemnification for third-party claims | Same as v2.0 | Yes — mutual indemnification added | No | Indemnification provisions are typical of IC agreements
22 | Tax Obligations | Classification | Driver responsible for all taxes; SLG issues Form 1099-NEC; no withholding | Same as v1.0 | Same as v1.0; added driver representation that driver files Schedule C and pays self-employment taxes | No | Yes — additional driver representation | Tax treatment consistent with IC classification; v3.0 strengthens with affirmative representation
23 | Governing Law | General | Texas law | Texas law | Texas law; Federal Arbitration Act governs arbitration clause | No | Yes — FAA reference added for arbitration | FAA preemption may support enforceability of arbitration clause over state-law unconscionability challenges
24 | Integration / Entire Agreement | General | Standard integration clause | Same as v1.0 | Same as v1.0; added acknowledgment that driver has had opportunity to review agreement with counsel of driver's choosing | No | Yes — counsel-review acknowledgment added | Strengthens enforceability of arbitration clause against procedural unconscionability claims
25 | Penalties for Late Delivery / Customer Complaints | Control | Not specified; general 'satisfactory performance' standard | Reduced delivery assignments for pattern of late deliveries (3+ in rolling 7-day period) or customer complaints (rating below 4.0/5.0) | Same as v2.0; added specific penalty: 10% reduction in delivery assignments for 30 days upon triggering performance review | Yes — specific penalty structure added | Yes — quantified penalty added | Performance penalties and monitoring resemble employer discipline; cuts toward employment
[sheet: Driver Population by ICOA Versi]
ICOA Version | Effective Date | Drafted / Revised By | Arbitration Clause Present | Collective Action Waiver Present | Approximate Number of Drivers Who Signed | Percentage of Total Collective | Impact if Arbitration Enforced | Named Plaintiff (Delano) Signed This Version
v1.0 | 2018 | Pennfield & Daye LLP | No | No | 287 | 24.2% | Drivers remain in collective; no basis to compel arbitration | Yes — signed March 2021
v2.0 | August 2020 | SLG in-house counsel with Pennfield & Daye LLP input | No | No | 260 | 21.9% | Drivers remain in collective; no basis to compel arbitration | No
v3.0 | January 2023 | SLG in-house counsel | Yes | Yes | 640 | 53.9% | If arbitration enforced, approximately 640 drivers removed from collective; collective reduced to approximately 547 | No
TOTAL | — | — | — | — | 1187 | 100.0% | Post-arbitration collective: approximately 547 drivers | —
[sheet: Hub-Level ICOA Distribution]
Hub ID | Location | Total Drivers (Relevant Period) | ICOA v1.0 Signatories | ICOA v2.0 Signatories | ICOA v3.0 Signatories | % v3.0 (Arbitration) | Remaining After Arbitration
HUB-01 | Fort Worth, TX | 142 | 41 | 33 | 68 | 47.9% | 74
HUB-02 | Dallas, TX | 168 | 38 | 36 | 94 | 56.0% | 74
HUB-03 | Houston, TX | 195 | 44 | 42 | 109 | 55.9% | 86
HUB-04 | San Antonio, TX | 121 | 30 | 27 | 64 | 52.9% | 57
HUB-05 | Austin, TX | 98 | 24 | 21 | 53 | 54.1% | 45
HUB-06 | Oklahoma City, OK | 87 | 22 | 19 | 46 | 52.9% | 41
HUB-07 | Tulsa, OK | 64 | 17 | 14 | 33 | 51.6% | 31
HUB-08 | Baton Rouge, LA | 53 | 14 | 12 | 27 | 50.9% | 26
HUB-09 | New Orleans, LA | 71 | 18 | 16 | 37 | 52.1% | 34
HUB-10 | Little Rock, AR | 46 | 13 | 11 | 22 | 47.8% | 24
HUB-11 | Shreveport, LA | 34 | 9 | 8 | 17 | 50.0% | 17
HUB-12 | El Paso, TX | 41 | 7 | 9 | 25 | 61.0% | 16
HUB-13 | Lubbock, TX | 29 | 5 | 7 | 17 | 58.6% | 12
HUB-14 | Corpus Christi, TX | 38 | 5 | 5 | 28 | 73.7% | 10
TOTAL | All Hubs | 1187 | 287 | 260 | 640 | 53.9% | 547
[sheet: Classification Impact Assessmen]
Economic Reality Factor | Factor Description | ICOA v1.0 Assessment | ICOA v2.0 Assessment | ICOA v3.0 Assessment | Direction of Change Across Versions | Defense Risk Level | Key Provisions Implicated
1. Degree of Control | Extent to which the company controls the manner and means of the worker's performance | Moderate control — delivery windows (8AM–7PM), uniforms, vehicle placards, subcontracting with approval; no GPS, no RouteSync, no minimum acceptance rate | Higher control — RouteSync dispatch, GPS tracking mandatory, 80% minimum acceptance rate, ID badges added, expanded training (16 hrs initial, 4 hrs quarterly) | Highest control — 85% minimum acceptance rate with performance review trigger, all v2.0 controls retained | Increasingly restrictive across versions; more control indicators added | High Risk | Items 7, 8, 9, 10, 11, 14, 25
2. Opportunity for Profit or Loss | Whether the worker can increase earnings through managerial skill, initiative, or business acumen | Moderate — per-delivery pay, own vehicle, may work for others, subcontracting permitted (with approval), 6-month/25-mile non-compete | More restricted — per-delivery pay with no rate negotiation, 12-month/50-mile non-compete, non-solicitation added, subcontracting harder (background check/inspection required) | Most restricted — higher non-compete, subcontracting even harder (safety orientation for subs), disclosure of competing platform work, 85% acceptance rate limits availability for other work | Entrepreneurial opportunity narrows across versions | Moderate-High Risk | Items 6, 11, 12, 13, 18
3. Worker's Investment in Equipment/Facilities | Worker's investment relative to the company's investment | Driver provides vehicle (cargo van/box truck); SLG provides scanners only | Driver provides vehicle (model year 2012+, SLG inspection); SLG now provides scanners, RouteSync software, and GPS telematics device | Driver provides vehicle (model year 2015+, SLG inspection); same SLG-provided equipment as v2.0; driver must maintain commercial auto ($500K) and general commercial liability ($1M) insurance | Driver investment remains significant (vehicle, insurance); SLG investment increases (RouteSync, GPS hardware) | Moderate Risk | Items 15, 16, 17
4. Permanence of Relationship | Whether the relationship is indefinite or project-based | 1-year auto-renewing term | 1-year auto-renewing term | 2-year auto-renewing term with 30-day non-renewal notice | Longer term in v3.0 suggests greater permanence | Moderate Risk | Items 19, 20
5. Skill Required | Degree of skill, initiative, or judgment required | Minimal specialized skill; standard delivery driving; 8-hour initial orientation | Minimal specialized skill; SLG-provided training expanded to 16 hrs initial + 4 hrs quarterly; RouteSync directs routing | Same as v2.0 | Expanded SLG training and routing software reduce need for independent skill/judgment | Moderate Risk | Items 7, 14
6. Integral Nature of Service | Whether the worker's services are integral to the company's business | Delivery driving is core to SLG's last-mile delivery business — highly integral | Same — drivers remain integral to SLG's operations | Same — drivers remain integral; SLG reported $312.7M revenue in FY 2024 with approximately 1,450 active drivers | No change — consistently integral across all versions | High Risk | N/A — inherent to business model
[sheet: Key Observations & Strategy Not]
Item No. | Observation / Strategic Note | Relevance
1 | The arbitration clause and collective action waiver in ICOA v3.0 (January 2023) are the single most impactful contractual change across the three versions. If enforced under the FAA and Ridgeway Services Inc., approximately 640 of 1,187 drivers (53.9%) would be removed from the collective, reducing the collective to approximately 547 drivers. | Conditional certification opposition; motion to compel arbitration
2 | Named plaintiff Marcus Delano signed ICOA v1.0 (2018), which does not contain an arbitration clause or collective action waiver. A motion to compel arbitration would not apply to Delano personally, but could significantly reduce the collective. | Arbitration strategy; Delano remains in litigation regardless
3 | Control factors have consistently increased across ICOA versions: introduction of RouteSync dispatch and GPS tracking in v2.0, escalation of minimum acceptance rate from none (v1.0) to 80% (v2.0) to 85% (v3.0) with performance review consequences, expanded training requirements, and tightened non-compete/non-solicitation terms. This progression creates a risk that a court will find the employment indicia strengthened over time. | Classification defense risk; economic reality test briefing
4 | The subcontracting right exists in all three versions but has become increasingly difficult to exercise in practice: v2.0 added background check and vehicle inspection requirements for subcontractors; v3.0 added a 4-hour safety orientation requirement. Plaintiff alleges zero subcontracting approvals during his tenure. Actual subcontracting rates across all 14 hubs should be investigated. | Entrepreneurial opportunity factor; fact investigation
5 | Material differences across the three ICOA versions — particularly the presence or absence of arbitration clauses, varying acceptance rate thresholds, and evolving control provisions — support the defense argument that drivers are not similarly situated for conditional certification purposes. Drivers under v1.0 operated under materially different terms than drivers under v3.0. | Conditional certification opposition; 'similarly situated' analysis
6 | Per-delivery rates increased from unspecified (v1.0) to $12.00–$34.00 (v2.0) to $14.50–$38.00 (v3.0), but drivers have no ability to negotiate individual rates in any version. This is a control factor that cuts toward employment across all versions. | Compensation analysis; classification risk
7 | The v3.0 additions of driver representations regarding independent legal/tax advice, Schedule C filing, and opportunity to review agreement with counsel strengthen the defense against procedural unconscionability challenges to the arbitration clause. | Arbitration enforceability; unconscionability defense
8 | The non-compete clause doubled in both duration (6 months → 12 months) and radius (25 miles → 50 miles) from v1.0 to v2.0 and was maintained in v3.0. Enforceability of non-competes against independent contractors under Texas law is uncertain and could undermine the classification defense if the court views them as inconsistent with IC status. | Classification defense risk; restrictive covenants analysis
9 | SLG's EPLI policy with Broadleaf Insurance Company (Policy No. BIC-EPL-2024-07831, $2M SIR, $10M aggregate limit) should be assessed in light of total potential exposure: approximately $73,958,409 with liquidated damages for full collective, or approximately $34.1M for post-arbitration reduced collective. Policy limit is significantly below exposure in all but the lowest opt-in scenarios. | Insurance coverage; settlement strategy
10 | Total potential damages exposure under plaintiff's theory: 1,187 drivers × $31,153.50 per driver (based on $193.50 weekly unpaid OT × 161 weeks) = $36,979,204.50 single damages; $73,958,409.00 with FLSA liquidated damages. Post-arbitration (547 drivers): approximately $34.1M with liquidated damages. | Damages modeling; board reporting

[sheet: Cover]

Record

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