Cameron,
Thanks for the call earlier today. I wanted to memorialize our discussion regarding the remaining open points on the Aldrich Settlement Agreement so we can move toward finalizing the execution version.
I believe we resolved the three outstanding items as follows:
**1. Tax Allocation**
We agreed to a 45% wage / 55% non-wage allocation, which splits the difference between your proposed 40/60 and our proposed 50/50. Applied to the total settlement amount of $2,350,000, that breaks down as follows:
- Wages (subject to W-2 withholding): $1,057,500 (45%) - Non-wage damages and settlement consideration (1099-MISC): $1,292,500 (55%)
Nadia Petrov on our side is preparing a tax treatment memo detailing the rationale for this allocation, which we will include with the final package.
**2. RSU Vesting Timing**
We agreed that the 10,200 accelerated RSUs (out of the 15,300 unvested at termination) will vest upon the later of: (a) execution of the Settlement Agreement by both parties, and (b) the filing of the Stipulation for Dismissal with Prejudice. I think this addresses both sides' concerns — Mr. Aldrich receives certainty that vesting is tied to execution, while AMA is assured that the dismissal has been filed before the RSUs vest.
**3. Workers' Compensation**
You confirmed that Mr. Aldrich does not have a pending workers' compensation claim. Based on that representation, the general release will include a waiver of any unknown workers' compensation claims, subject to the limitations of Cal. Lab. Code § 3602.
If the foregoing accurately reflects our agreement on these points, we will prepare the final execution version and circulate it no later than January 15. Please confirm by reply email at your convenience.
Best regards,
Devon Archer