1017-00004 · Entities. Aurelius Global Media Group · Mediation & Settlement/Aldrich

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CONFIDENTIAL — FOR SETTLEMENT PURPOSES ONLY — SUBJECT TO CAL. EVID. CODE § 1119

Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 C&H Matter No.: 1017-00004 December 18, 2023

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

DRAFT — VERSION 1

Prepared by Calderwood & Harkness LLP on behalf of Aurelius Media Americas Inc. Circulated to Cameron Whitfield, Whitfield & Associates, 9465 Wilshire Boulevard, Suite 320, Beverly Hills, CA 90212. Draft for discussion purposes — not for execution. Subject to further negotiation and approval by all parties.

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PREAMBLE

This Settlement Agreement and Mutual Release (this "Agreement") is entered into by and between:

Aurelius Media Americas Inc. ("AMA"), a corporation organized and existing under the laws of the State of Delaware and duly qualified to transact business in the State of California, with its principal offices located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, acting through its duly authorized representative, Gregory Tanaka, Vice President of Legal & Compliance;

and

Gavin Aldrich ("Aldrich"), an individual residing at 1140 Tower Road, Beverly Hills, California 90210.

AMA and Aldrich are each referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement is made with reference to the following facts and circumstances, including the litigation captioned Aldrich v. Aurelius Media Americas Inc., filed in the Superior Court of the State of California, County of Los Angeles — Central District, bearing Case No. 22STCV41087, assigned to the Honorable Catherine Villanueva, Department 52 (the "Litigation"), including the Cross-Complaint filed by AMA on January 20, 2023, as amended, in the same action.

RECITALS

A. Aldrich's Employment. Aldrich was employed by AMA in the position of Senior Vice President of Original Content & Executive Producer from September 5, 2017 through October 14, 2022. Aldrich's employment was governed by that certain Employment Agreement entered into between AMA and Aldrich dated September 5, 2017 (the "Employment Agreement"), as amended by the First Amendment to Employment Agreement dated August 1, 2020 (the "First Amendment"). At the time of termination, Aldrich's annual base salary was Four Hundred Eighty-Five Thousand Dollars ($485,000.00). Aldrich's most recent annual bonus, awarded for fiscal year 2021, was Two Hundred Twenty-Five Thousand Dollars ($225,000.00). Additionally, Aldrich held 42,500 restricted stock units ("RSUs") of Aurelius Global Media Group PLC ("AGMG"), of which 15,300 RSUs remained unvested at the time of his termination.

B. Termination of Employment. AMA terminated Aldrich's employment effective October 14, 2022, designating the termination as "for cause" pursuant to Section 7.2(b) of the Employment Agreement. AMA's stated bases for the for-cause designation were: (i) violation of AMA's Acceptable Use and Confidentiality Policy through the transmission of proprietary materials, including show format bibles, pilot sizzle reels, and revenue models, to a personal email account (galdrich.private@Northgate Software.com) and to Halcyon Creek Productions LLC (info@halcyoncreekprod.com); and (ii) insubordination in connection with Aldrich's refusal to comply with a direct instruction from AMA President Jonathan Mercer regarding the restructuring of the Unscripted Programming Division. Aldrich disputes the for-cause designation in its entirety and contends that the termination was pretextual and retaliatory.

C. The Litigation. On December 9, 2022, Aldrich commenced the Litigation by filing a Complaint in the Superior Court of the State of California, County of Los Angeles — Central District, bearing Case No. 22STCV41087, asserting causes of action for: (1) wrongful termination in violation of public policy; (2) breach of contract; (3) breach of the implied covenant of good faith and fair dealing; (4) declaratory relief regarding the enforceability of the restrictive covenant provisions set forth in Section 9 of the Employment Agreement; and (5) violation of California Labor Code Section 2802 (failure to reimburse business expenses). On January 20, 2023, AMA filed a Cross-Complaint against Aldrich in the same action, asserting causes of action for: (1) breach of the Employment Agreement (Sections 9.1, 9.2, 9.3, and 9.4); (2) misappropriation of trade secrets under the California Uniform Trade Secrets Act, California Civil Code Section 3426 et seq.; (3) breach of fiduciary duty; and (4) conversion. On April 5, 2023, AMA filed an Amended Cross-Complaint, removing the reference to Section 9.1 from the caption of the First Cause of Action in compliance with the Court's March 22, 2023 order granting in part Aldrich's Motion to Strike.

D. Mediation. The Parties participated in a mediation session on December 8, 2023, before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., 1925 Century Park East, Suite 1700, Los Angeles, California 90067. The Parties had previously participated in a combined mediation session addressing both the class action matter captioned Fuentes v. Aurelius Media Americas Inc. (Case No. 22STCV38214) and the Aldrich matter on September 8, 2023, before the same mediator, at which session the Fuentes class action was resolved in principle but the Aldrich matter was not. Through the continued mediation process, the Parties have reached an agreement in principle to resolve all claims and cross-claims in the Litigation on the terms and conditions set forth herein.

E. Purpose of Agreement. The Parties desire to fully, finally, and forever resolve all claims, disputes, controversies, and differences between them, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to Aldrich's employment with AMA, the termination of that employment, the for-cause designation, the Litigation (including all claims and cross-claims), and the restrictive covenant provisions of the Employment Agreement. Neither Party admits any liability, wrongdoing, or violation of any applicable law, regulation, or contractual obligation by entering into this Agreement.

F. Representation by Counsel. AMA has been represented in this matter, including in the Litigation and in the negotiation of this Agreement, by Calderwood & Harkness LLP, through attorneys Renata Vasquez, Bernard Crawford, Devon Archer, and Nadia Petrov. Aldrich has been represented in this matter, including in the Litigation and in the negotiation of this Agreement, by Whitfield & Associates, through attorneys Cameron Whitfield and Julia Nazarian. Each Party acknowledges that it or he has had the opportunity to consult with legal counsel of its or his choosing regarding the terms and conditions of this Agreement and has, in fact, been so represented.

NOW, THEREFORE, in consideration of the promises, covenants, and mutual releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Any capitalized term not defined in this Article 1 shall have the meaning ascribed to it elsewhere in this Agreement.

1.1 "Agreement" means this Settlement Agreement and Mutual Release, together with all Exhibits attached hereto and incorporated herein by reference, as the same may be amended or modified in accordance with Section 13.2 hereof.

1.2 "Aldrich Claims" means all claims, causes of action, demands, actions, suits, damages, losses, costs, expenses, and liabilities of every kind and nature whatsoever, whether at law or in equity, whether based on statute, contract, tort, or any other legal or equitable theory, that were asserted or that could have been asserted by Aldrich against AMA or any of AMA's Released Parties in the Litigation, including but not limited to claims for wrongful termination in violation of public policy, breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory relief regarding the enforceability of the restrictive covenant provisions in the Employment Agreement, violation of California Labor Code Section 2802, and any other claim arising out of or related to Aldrich's employment with AMA or the termination thereof.

1.3 "AMA Claims" means all claims, causes of action, demands, actions, suits, damages, losses, costs, expenses, and liabilities of every kind and nature whatsoever, whether at law or in equity, whether based on statute, contract, tort, or any other legal or equitable theory, that were asserted or that could have been asserted by AMA against Aldrich or any of Aldrich's Released Parties in the Cross-Complaint (including the Amended Cross-Complaint), including but not limited to claims for breach of the Employment Agreement (Sections 9.1, 9.2, 9.3, and 9.4), misappropriation of trade secrets under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), breach of fiduciary duty, and conversion.

1.4 "Effective Date" means the date on which this Agreement has been fully executed by both Parties, provided, however, that if the ADEA provisions of Section 4.5 are applicable, the Effective Date shall not occur until the expiration of the seven (7) day revocation period described in Section 4.5(d) without Aldrich having exercised his right of revocation.

1.5 "Employment Agreement" means the Employment Agreement between AMA and Aldrich dated September 5, 2017, a copy of which is attached hereto as Exhibit A, as amended by the First Amendment to Employment Agreement dated August 1, 2020, a copy of which is attached hereto as Exhibit B.

1.6 "Litigation" means the action captioned Aldrich v. Aurelius Media Americas Inc., Case No. 22STCV41087, filed in the Superior Court of the State of California, County of Los Angeles — Central District, assigned to the Honorable Catherine Villanueva, Department 52, including all claims asserted in the Complaint, the Cross-Complaint, and the Amended Cross-Complaint, and all counterclaims, motions, discovery, and other proceedings therein.

1.7 "Confidential Information" has the meaning ascribed to that term in Section 9.4 of the Employment Agreement and includes, without limitation, proprietary content (including show concepts, show format bibles, pilot sizzle reels, and scripts), audience data and analytics, revenue projections and financial models, talent agreements and deal terms, marketing and distribution strategies, and all other information that has been designated as confidential by AMA or that, by its nature, would reasonably be understood to be confidential or proprietary to AMA.

1.8 "RSUs" means restricted stock units of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales, whose ordinary shares are listed on the London Stock Exchange (LSE: AGMG), granted to Aldrich under AGMG's equity compensation plan, as further described in the Employment Agreement and any applicable equity award agreements.

1.9 "Released Parties" means, as to each Party, that Party together with its or his current and former officers, directors, employees, agents, attorneys, representatives, affiliates, parent entities, subsidiaries, predecessors, successors, assigns, insurers, and indemnitors. Specifically, as to AMA, the term "Released Parties" includes Aurelius Global Media Group PLC and each and every one of its direct and indirect subsidiaries and affiliates worldwide. As to Aldrich, the term "Released Parties" includes his heirs, executors, administrators, successors, and assigns.

1.10 "Restrictive Covenant Provisions" means Sections 9.1 (Non-Competition), 9.2 (Non-Solicitation of Employees), 9.3 (Non-Solicitation of Business Relationships), and 9.4 (Confidentiality) of the Employment Agreement, as modified, voided, or retained pursuant to Article 5 of this Agreement.

ARTICLE 2 — SETTLEMENT PAYMENT

2.1 Settlement Amount. Subject to the terms and conditions of this Agreement, AMA shall pay to Aldrich a total lump-sum payment of Two Million Three Hundred Fifty Thousand Dollars ($2,350,000.00) (the "Settlement Payment"). The Settlement Payment shall be made within twenty-one (21) calendar days following the Effective Date. Payment shall be made by wire transfer of immediately available funds to a bank account designated by Aldrich (or by his counsel, Whitfield & Associates) in writing, substantially in the form of the wire transfer instructions attached hereto as Exhibit C. Aldrich or his counsel shall provide written wire transfer instructions to AMA's counsel no later than five (5) business days after the Effective Date.

2.2 Tax Allocation. The Settlement Payment shall be allocated for tax reporting purposes as follows:

[OPEN NEGOTIATION POINT: AMA proposes that the Settlement Payment be allocated fifty percent (50%) as wages (i.e., $1,175,000.00) and fifty percent (50%) as non-wage settlement proceeds (i.e., $1,175,000.00). Aldrich's position on the appropriate allocation is to be determined. This section will be finalized upon agreement of the Parties.]

(a) Wage Component. The portion of the Settlement Payment allocated to wages shall be subject to all applicable federal, state, and local income tax withholding, as well as withholding for Social Security (FICA) and Medicare taxes to the extent required by law. AMA shall issue an IRS Form W-2 to Aldrich reflecting the wage component in the calendar year in which payment is made.

(b) Non-Wage Component. The portion of the Settlement Payment allocated to non-wage settlement proceeds (including, without limitation, amounts allocable to emotional distress, attorneys' fees, or other non-wage claims) shall not be subject to employment tax withholding by AMA. AMA shall issue an IRS Form 1099-MISC (or such other form as may be required by applicable tax regulations) to Aldrich reflecting the non-wage component.

Drafting Note: Tax allocation remains an open point for negotiation. Calderwood & Harkness's initial proposal is a 50/50 split between wage and non-wage components. Whitfield & Associates may propose a different allocation (potentially 40% wages / 60% non-wage or otherwise). This allocation has significant tax implications for both Parties and will need to be resolved before execution. Nadia Petrov of Calderwood & Harkness will prepare a separate tax treatment memorandum for AMA's review once the allocation is agreed upon.

2.3 Tax Indemnification. Each Party shall be solely responsible for the payment of any and all taxes, penalties, and interest that may be assessed against it or him as a result of the Settlement Payment, except as otherwise expressly provided herein.

(a) Aldrich's Indemnification. Aldrich agrees to indemnify, defend, and hold harmless AMA and its Released Parties from and against any and all tax liability, penalties, interest, costs, and expenses (including reasonable attorneys' fees) arising from or related to Aldrich's failure to pay any applicable federal, state, or local taxes on the Settlement Payment or any portion thereof, other than the employer's share of employment taxes (including the employer's share of FICA and Medicare) on the wage component of the Settlement Payment, which shall remain the obligation of AMA.

(b) AMA's Indemnification. AMA agrees to indemnify, defend, and hold harmless Aldrich and his Released Parties from and against any and all tax liability, penalties, interest, costs, and expenses (including reasonable attorneys' fees) arising from or related to AMA's failure to properly withhold and remit to the appropriate taxing authorities the employment taxes required to be withheld on the wage component of the Settlement Payment, including the employee's share of FICA and Medicare and applicable federal and state income tax withholding.

2.4 No Additional Compensation. The Settlement Payment described in this Article 2, together with the RSU acceleration described in Article 3, constitute the sole and exclusive consideration provided to Aldrich for the releases, covenants, and other obligations set forth in this Agreement. Aldrich expressly acknowledges and agrees that, following the execution of this Agreement and the receipt of the Settlement Payment and the accelerated RSUs, he is not entitled to, and shall not seek or claim, any further compensation, remuneration, or benefits of any kind from AMA or any of AMA's Released Parties, including but not limited to any severance payment, bonus, commission, incentive payment, equity compensation (except as expressly set forth in Article 3), employee benefits, vacation pay, sick pay, expense reimbursement, or any other form of payment or benefit, whether arising under the Employment Agreement, any AMA benefit plan or policy, any applicable law, or otherwise.

2.5 No Tax Advice. Aldrich acknowledges and agrees that neither AMA nor AMA's counsel (Calderwood & Harkness LLP) has provided, and is not providing, any tax advice to Aldrich regarding the Settlement Payment, the RSU acceleration described in Article 3, or any other aspect of this Agreement. Aldrich has been advised to, and has had the opportunity to, consult with his own independent tax advisor regarding the federal, state, and local tax implications of the Settlement Payment, the RSU acceleration, and this Agreement. AMA makes no representation or warranty regarding the tax treatment of any payment or benefit provided under this Agreement.

ARTICLE 3 — RSU ACCELERATION

3.1 Acceleration of RSUs. AMA shall cause, and shall use its reasonable best efforts to cause AGMG and AGMG's equity compensation plan administrator to effectuate, the acceleration of vesting of Ten Thousand Two Hundred (10,200) of the Fifteen Thousand Three Hundred (15,300) RSUs that were unvested at the time of Aldrich's termination on October 14, 2022. The accelerated RSUs shall vest and become non-forfeitable on the date specified below.

[OPEN NEGOTIATION POINT: AMA proposes that the accelerated RSUs shall vest on the date on which the Stipulation for Dismissal with Prejudice is filed with the Court. Aldrich may prefer that vesting occur on the Effective Date (i.e., upon execution of this Agreement). This is an open point for negotiation. The vesting date has implications for tax timing and the conditionality of the settlement.]

Upon vesting, the accelerated RSUs shall be settled in accordance with the terms and conditions of AGMG's equity compensation plan and any applicable award agreement between AGMG and Aldrich, including any applicable holding period requirements.

3.2 Forfeiture of Remaining RSUs. The remaining Five Thousand One Hundred (5,100) unvested RSUs (being the difference between the 15,300 total unvested RSUs as of October 14, 2022 and the 10,200 RSUs accelerated pursuant to Section 3.1) shall be permanently forfeited and cancelled as of the Effective Date. Aldrich hereby acknowledges and agrees that, as of the Effective Date, he has no further right, title, interest, or claim of any kind in or to the forfeited RSUs, and he hereby irrevocably relinquishes and waives any and all rights thereto.

3.3 Tax Treatment of RSUs. Upon vesting, the fair market value of the accelerated RSUs shall be treated as ordinary income to Aldrich in accordance with Section 83 of the Internal Revenue Code of 1986, as amended ("IRC § 83"), and applicable Treasury Regulations. AGMG, as the issuing entity, shall be responsible for administering tax withholding on the RSU vesting in accordance with its standard equity compensation plan procedures and the requirements of applicable law. AGMG's equity compensation plan administrator shall withhold from the shares of AGMG ordinary stock deliverable upon vesting (or from other available funds) a number of shares (or amount of cash) sufficient to satisfy applicable federal, state, and local tax withholding obligations. The ordinary income resulting from the RSU vesting shall be reported on Aldrich's IRS Form W-2 (or such equivalent tax reporting form as may be determined by AGMG's equity plan administrator in consultation with applicable tax authorities). AMA shall coordinate with AGMG's Chief Financial Officer, Malcolm Dunmore, and AGMG's equity compensation team to process the acceleration described in Section 3.1 in a timely manner following the Effective Date.

3.4 Previously Vested RSUs. For the avoidance of doubt, nothing in this Agreement shall affect, impair, or otherwise modify Aldrich's rights, title, or interest in and to the Twenty-Seven Thousand Two Hundred (27,200) RSUs (being the difference between the 42,500 total RSUs granted to Aldrich and the 15,300 RSUs that remained unvested at the time of his termination) that vested during the period of Aldrich's employment prior to October 14, 2022. Those previously vested RSUs are, and at all times have been, Aldrich's property, and any shares of AGMG ordinary stock received upon settlement of those RSUs remain Aldrich's property, subject to applicable securities laws, insider trading policies, and any other restrictions that may apply to holders of AGMG securities under applicable law.

ARTICLE 4 — MUTUAL GENERAL RELEASE

4.1 Aldrich's Release of AMA. Effective as of the Effective Date, Aldrich, individually and on behalf of his heirs, executors, administrators, successors, and assigns, hereby unconditionally and irrevocably releases, acquits, and forever discharges AMA and each and every one of AMA's Released Parties from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, losses, costs, expenses, attorneys' fees, and liabilities of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, contingent or non-contingent, that Aldrich now has, has ever had, or may hereafter have against AMA or any of AMA's Released Parties, arising out of, relating to, or in any way connected with any of the following:

(a) Aldrich's employment with AMA, including without limitation all matters relating to the terms and conditions of his employment, his compensation, his benefits, his job duties and responsibilities, and his interactions with AMA's officers, directors, employees, agents, and contractors;

(b) The termination of Aldrich's employment on October 14, 2022, including without limitation the for-cause designation and all events, communications, investigations, and decisions leading to or resulting from such termination;

(c) The Employment Agreement and all amendments thereto, including the First Amendment, and any and all rights and obligations arising thereunder;

(d) The Restrictive Covenant Provisions, including Sections 9.1, 9.2, 9.3, and 9.4 of the Employment Agreement;

(e) The Litigation, including without limitation all claims asserted or that could have been asserted in the Complaint, and any claims that were or could have been raised as affirmative defenses or counterclaims to AMA's Cross-Complaint or Amended Cross-Complaint;

(f) Any and all claims for wrongful termination in violation of public policy, breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory relief, expense reimbursement, discrimination, harassment, retaliation, whistleblower protection, failure to pay wages, failure to provide meal or rest periods, unfair business practices, defamation, intentional or negligent infliction of emotional distress, fraud, negligent misrepresentation, promissory estoppel, quantum meruit, unjust enrichment, or any other claim arising under any legal or equitable theory;

(g) Any and all claims arising under the California Labor Code (including without limitation Sections 201, 202, 203, 226, 226.7, 510, 512, 1194, 1198, 2802, and 2810.5), the California Fair Employment and Housing Act (Cal. Gov. Code § 12900 et seq.), the California Family Rights Act, Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.), the Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.), the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), the Family and Medical Leave Act (29 U.S.C. § 2601 et seq.), the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the California Constitution, and any other applicable federal, state, or local statute, ordinance, regulation, executive order, or common law theory; and

(h) Any and all claims that were raised, could have been raised, or were in any way related to the subject matter of the Litigation.

4.2 AMA's Release of Aldrich. Effective as of the Effective Date, AMA, on behalf of itself and its Released Parties (expressly including Aurelius Global Media Group PLC and all of its direct and indirect subsidiaries and affiliates worldwide), hereby unconditionally and irrevocably releases, acquits, and forever discharges Aldrich and each and every one of Aldrich's Released Parties from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, losses, costs, expenses, attorneys' fees, and liabilities of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, contingent or non-contingent, that AMA now has, has ever had, or may hereafter have against Aldrich or any of Aldrich's Released Parties, arising out of, relating to, or in any way connected with any of the following:

(a) Aldrich's employment with AMA, including without limitation all matters relating to his conduct during employment, his job performance, and his interactions with AMA's officers, directors, employees, agents, and contractors;

(b) The termination of Aldrich's employment, including all investigations, evaluations, and determinations made by AMA in connection therewith;

(c) The Employment Agreement and all amendments thereto, including the First Amendment, and any and all rights and obligations arising thereunder;

(d) The Cross-Complaint and the Amended Cross-Complaint, including without limitation all claims asserted or that could have been asserted therein: breach of the Employment Agreement (Sections 9.1, 9.2, 9.3, and 9.4), misappropriation of trade secrets under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), breach of fiduciary duty, and conversion;

(e) Any and all claims related to the transmission of AMA proprietary materials by Aldrich to his personal email account (galdrich.private@Northgate Software.com), to his personal cloud storage accounts, or to Halcyon Creek Productions LLC (info@halcyoncreekprod.com), including all materials identified by AMA in the course of the Litigation and in its internal investigation;

(f) Any and all claims related to Aldrich's conduct during the course of his employment with AMA, including without limitation the dispute with AMA President Jonathan Mercer regarding the restructuring of the Unscripted Programming Division, any alleged insubordination, and any alleged violations of AMA policies; and

(g) Any and all claims that were raised, could have been raised, or were in any way related to the subject matter of the Litigation.

4.3 California Civil Code Section 1542 Waiver. Each Party acknowledges that he or it has been advised by his or its respective counsel regarding, and is familiar with, the provisions of California Civil Code Section 1542, which provides as follows:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Each Party hereby expressly, knowingly, and voluntarily waives and relinquishes any and all rights and benefits that he or it may have under California Civil Code Section 1542 or under any similar provision of the statutory or decisional law of any other jurisdiction, including but not limited to Section 1542 equivalents under the laws of any other state or the federal government. Each Party understands and acknowledges that this waiver is an essential and material term of this Agreement and that the releases set forth in Sections 4.1 and 4.2 are intended to encompass all claims of every kind and nature, including claims that either Party does not know or suspect to exist in his or its favor at the time of executing this Agreement, and that such unknown or unsuspected claims are hereby released and extinguished. Each Party further understands that if he or it hereafter discovers facts different from or in addition to the facts presently known or believed to be true with respect to the matters released herein, the releases set forth in this Article 4 shall nevertheless remain in full force and effect.

4.4 Scope of Release — Workers' Compensation.

[OPEN POINT: Aldrich's counsel, Whitfield & Associates, may request exclusion of any pending workers' compensation claims from the scope of the release. AMA is to confirm with Whitfield & Associates whether Aldrich has any pending or filed workers' compensation claim with the California Workers' Compensation Appeals Board or otherwise. If no pending or filed workers' compensation claim exists, this section will include a standard waiver of unknown workers' compensation claims, subject to the provisions and limitations of California Labor Code Section 3602. If a pending claim does exist, the Parties will negotiate appropriate language to either carve out the pending claim from the release or address it within the framework of this Agreement. This section is reserved pending receipt of information from Aldrich's counsel.]

4.5 ADEA Compliance. To the extent that Aldrich is forty (40) years of age or older at the time of execution of this Agreement, the release set forth in Section 4.1 includes a release of any and all claims arising under the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), 29 U.S.C. § 621 et seq. In connection with such release, Aldrich acknowledges and agrees as follows:

(a) This waiver of ADEA claims is knowing and voluntary, and Aldrich has entered into it with full understanding of its terms and consequences;

(b) Aldrich has been advised in writing, by means of this Agreement, to consult with an attorney prior to executing this Agreement, and Aldrich has, in fact, consulted with his attorneys, Cameron Whitfield and Julia Nazarian of Whitfield & Associates, regarding this Agreement and the waiver of ADEA claims contained herein;

(c) Aldrich has been given a period of at least twenty-one (21) days from the date of receipt of this Agreement within which to consider this Agreement and the waiver of ADEA claims contained herein, and Aldrich acknowledges that any decision to execute this Agreement prior to the expiration of the twenty-one (21) day period was made voluntarily and without coercion;

(d) Aldrich shall have a period of seven (7) calendar days following his execution of this Agreement within which to revoke his consent to the ADEA release contained herein (the "Revocation Period"). Any such revocation must be in writing and must be delivered to AMA's counsel, Renata Vasquez at Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, California 90017 (rvasquez@calderwoodharkness.com), on or before 5:00 p.m. Pacific Time on the seventh (7th) calendar day following Aldrich's execution of this Agreement. If Aldrich exercises his right of revocation, the ADEA release contained in Section 4.1 shall be null and void as to ADEA claims only; all other provisions of this Agreement shall remain in full force and effect;

(e) This Agreement shall not become effective as to the release of ADEA claims until the Revocation Period has expired without Aldrich having exercised his right of revocation; and

(f) The consideration provided to Aldrich under this Agreement, including the Settlement Payment and the RSU acceleration, exceeds anything of value to which Aldrich is already entitled and constitutes adequate and sufficient consideration for the ADEA waiver.

Drafting Note: Confirm Aldrich's age to determine whether ADEA provisions are applicable. If Aldrich is under forty (40) years of age at the time of execution, Sections 4.5(a)–(f) may be removed from the final Agreement, and the definition of "Effective Date" in Section 1.4 may be simplified accordingly.

ARTICLE 5 — MODIFICATION OF RESTRICTIVE COVENANT PROVISIONS

5.1 Non-Competition (Section 9.1) — Voided. The Parties agree that the non-competition clause set forth in Section 9.1 of the Employment Agreement, which imposed an eighteen (18) month post-termination restriction prohibiting Aldrich from accepting employment with, or providing services to, any "Competing Enterprise" (as defined in Section 9.1 of the Employment Agreement), is hereby declared void and unenforceable by mutual agreement of the Parties. This determination is consistent with California Business and Professions Code Section 16600, which provides that, except as otherwise specified therein, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void. Neither Party shall seek to enforce Section 9.1 of the Employment Agreement for any purpose whatsoever, whether in California, in New York (pursuant to the New York choice-of-law provision set forth in Section 14.3 of the Employment Agreement), or in any other jurisdiction. AMA hereby expressly, irrevocably, and unconditionally waives any and all rights to enforce Section 9.1 of the Employment Agreement against Aldrich, and Aldrich shall have no further obligations under Section 9.1.

5.2 Non-Solicitation of Employees (Section 9.2) — Modified. The non-solicitation of employees provision set forth in Section 9.2 of the Employment Agreement shall remain in effect but is hereby modified as follows:

(a) Duration. The duration of the non-solicitation of employees obligation is hereby reduced from twenty-four (24) months following the date of termination of Aldrich's employment (as set forth in Section 9.2 of the Employment Agreement) to a period of twelve (12) months from the Effective Date of this Agreement.

(b) Scope. The scope of the non-solicitation of employees obligation shall remain unchanged from the terms set forth in Section 9.2 of the Employment Agreement. Specifically, during the twelve (12) month period following the Effective Date, Aldrich shall not, directly or indirectly, solicit, recruit, induce, or encourage, or attempt to solicit, recruit, induce, or encourage, any employee of AMA or any of its affiliates with whom Aldrich worked or had material professional interaction during the twelve (12) months preceding his termination (i.e., from approximately October 14, 2021 through October 14, 2022) to leave AMA's employment, or to accept employment or an engagement with any other person or entity.

(c) Expiration. The non-solicitation of employees obligation described in this Section 5.2 shall automatically expire and be of no further force or effect upon the date that is twelve (12) months after the Effective Date.

5.3 Non-Solicitation of Business Relationships (Section 9.3) — Modified. The non-solicitation of business relationships provision set forth in Section 9.3 of the Employment Agreement shall remain in effect but is hereby modified as follows:

(a) Duration. The duration of the non-solicitation of business relationships obligation is hereby reduced from twenty-four (24) months following the date of termination of Aldrich's employment (as set forth in Section 9.3 of the Employment Agreement) to a period of twelve (12) months from the Effective Date of this Agreement.

(b) Scope. The scope of the non-solicitation of business relationships obligation shall remain unchanged from the terms set forth in Section 9.3 of the Employment Agreement. Specifically, during the twelve (12) month period following the Effective Date, Aldrich shall not, directly or indirectly, solicit, divert, or take away, or attempt to solicit, divert, or take away, any network, platform, streaming service, advertiser, sponsor, or other business client or customer of AMA with whom Aldrich had material contact or for whom Aldrich had material responsibility during the twenty-four (24) months preceding his termination (i.e., from approximately October 14, 2020 through October 14, 2022).

(c) Expiration. The non-solicitation of business relationships obligation described in this Section 5.3 shall automatically expire and be of no further force or effect upon the date that is twelve (12) months after the Effective Date.

5.4 Confidentiality (Section 9.4) — Retained. The confidentiality provision set forth in Section 9.4 of the Employment Agreement shall remain in full force and effect indefinitely, without modification or limitation. Aldrich acknowledges that his obligations under Section 9.4 of the Employment Agreement survive the termination of his employment with AMA and survive the execution of this Agreement. Aldrich shall continue to be bound by all obligations set forth in Section 9.4, including without limitation the obligation not to use or disclose any Confidential Information for any purpose other than the performance of services for AMA (which services have now concluded). For purposes of this Section 5.4, Confidential Information includes, without limitation, proprietary content (including show concepts, treatments, and format bibles), show formats, audience data and analytics, revenue projections and financial models, talent agreements and deal terms, marketing and distribution strategies, production budgets and cost analyses, and all other information that has been designated as confidential by AMA or that by its nature would reasonably be understood to be confidential or proprietary to AMA. For the avoidance of doubt, the materials that Aldrich transmitted to Halcyon Creek Productions LLC — including without limitation the show format bibles for "Apex Endurance," "The Remix," and "Untamed West," the pilot sizzle reels associated with those programs, and the revenue model for "Summit Challenge" — constitute Confidential Information within the meaning of Section 9.4 of the Employment Agreement and are subject to the continuing obligations of this Section 5.4.

5.5 Acknowledgment. Aldrich acknowledges and agrees that the modifications to the Restrictive Covenant Provisions set forth in this Article 5 — including the voiding of the non-competition clause (Section 5.1), the modification of the non-solicitation of employees clause (Section 5.2), the modification of the non-solicitation of business relationships clause (Section 5.3), and the retention of the confidentiality obligation (Section 5.4) — are material terms of this Agreement. Aldrich further acknowledges that the Settlement Payment set forth in Article 2 and the RSU acceleration set forth in Article 3 reflect, in part, consideration for Aldrich's agreement to comply with the modified Restrictive Covenant Provisions as described in this Article 5.

ARTICLE 6 — RETURN OF MATERIALS

6.1 Obligation to Return. Within ten (10) business days of the Effective Date, Aldrich shall return to AMA, or, where return is not practicable, permanently delete and destroy in a manner that renders recovery impossible, all documents, files, data, records, and materials in his possession, custody, or control that contain, embody, reflect, or constitute Confidential Information or proprietary materials of AMA, in whole or in part, regardless of the medium or format in which such materials are stored. Without limiting the generality of the foregoing, Aldrich's obligation to return or destroy extends to the following categories of materials:

(a) All copies, whether in electronic or hard-copy form, of show format bibles, pilot sizzle reels, revenue models, audience analytics reports, talent deal term sheets, production budgets, marketing plans, distribution agreements, and any other proprietary content or business documents of AMA;

(b) All copies of documents, files, and data that were transmitted from AMA's computer systems, network drives, email servers, or any other AMA system to Aldrich's personal email account (galdrich.private@Northgate Software.com), to any personal cloud storage service (including but not limited to Hollowell Health IT, Larkspur Technologies, Meridian Systems, or any similar service), or to any personal computer, tablet, smartphone, or external storage device belonging to or controlled by Aldrich;

(c) All copies of documents, files, and data that were transmitted by Aldrich to Halcyon Creek Productions LLC (info@halcyoncreekprod.com) or to any other third party, to the extent that copies of such materials remain in Aldrich's possession, custody, or control;

(d) All AMA-issued devices, equipment, laptops, tablets, smartphones, access cards, security badges, parking credentials, keys, and login credentials, to the extent not already returned to AMA prior to the Effective Date; and

(e) All notes, memoranda, compilations, analyses, or derivative works created by Aldrich that incorporate, reflect, or are based upon Confidential Information or proprietary materials of AMA.

6.2 Certification of Compliance. Within fifteen (15) business days of the Effective Date, Aldrich shall provide to AMA (through its counsel, Calderwood & Harkness LLP) a signed certification, executed under penalty of perjury under the laws of the State of California, substantially in the form attached hereto as Exhibit D, confirming the following:

(a) That Aldrich has returned to AMA, or permanently deleted and destroyed, all documents, files, data, records, and materials described in Section 6.1 of this Agreement;

(b) That Aldrich has not retained, and does not possess, any copies, in any form whatsoever (including electronic, paper, photographic, or any other form), of any Confidential Information or proprietary materials of AMA; and

(c) That Aldrich has conducted a reasonable and diligent search of his personal devices (including all personal computers, laptops, tablets, smartphones, and external storage devices), personal cloud storage accounts, personal email accounts, and any other locations where AMA-proprietary materials might reasonably be expected to exist, and has confirmed that no such materials remain in his possession, custody, or control.

6.3 Cooperation with Verification. Aldrich agrees to cooperate in good faith with AMA's reasonable efforts to verify compliance with Section 6.1 of this Agreement. Such cooperation may include, at AMA's request and expense, providing access to Aldrich's personal devices or cloud storage accounts for the limited and sole purpose of confirming the deletion of AMA-proprietary materials. Any such verification shall be conducted by a mutually agreed-upon, independent third-party forensic examiner and shall be subject to reasonable privacy protections, including limitations on the scope of the examination to AMA-related materials only and the use of appropriate search terms and protocols to minimize any intrusion into Aldrich's personal or privileged materials. AMA shall bear all costs associated with any such third-party verification.

ARTICLE 7 — DISMISSAL OF LITIGATION

7.1 Stipulation for Dismissal. Within ten (10) business days of the Effective Date, the Parties, through their respective counsel, shall execute and file with the Superior Court of the State of California, County of Los Angeles — Central District, a Stipulation for Dismissal with Prejudice of all claims and cross-claims in Aldrich v. Aurelius Media Americas Inc., Case No. 22STCV41087, substantially in the form attached hereto as Exhibit E. The Stipulation for Dismissal shall provide for the dismissal of all of Aldrich's claims asserted in the Complaint and all of AMA's claims asserted in the Cross-Complaint and Amended Cross-Complaint, with prejudice to the refiling of any such claims, with each Party to bear its own attorneys' fees and costs. The Stipulation for Dismissal shall further provide that the Court shall retain jurisdiction to enforce the terms of this Agreement pursuant to California Code of Civil Procedure Section 664.6.

7.2 Request for Dismissal. Promptly following the execution of the Stipulation for Dismissal, counsel for AMA (Calderwood & Harkness LLP) shall prepare, file, and serve the Judicial Council Form CIV-110 (Request for Dismissal) with the Clerk of the Superior Court, effectuating the dismissal of the Litigation with prejudice as stipulated by the Parties. Counsel for Aldrich shall cooperate fully in the preparation and filing of such forms.

ARTICLE 8 — NON-DISPARAGEMENT

8.1 Mutual Non-Disparagement. For a period of three (3) years from the Effective Date, neither Party shall make, publish, issue, authorize, or cause to be made, published, issued, or authorized, any statement, whether oral, written, or electronic (including without limitation any statement made on social media platforms, in interviews, at industry events, in trade publications, or through any other medium of communication), that disparages, defames, criticizes in a derogatory manner, or casts in a negative light the other Party or any of the other Party's Released Parties. As applied to AMA, this non-disparagement obligation extends to AMA's current officers and directors when acting in their official capacities on behalf of AMA or AGMG, including specifically Sir Edmund Halesworth (Chairman, AGMG Board of Directors), Philippa Cartwright (CEO, AGMG), Malcolm Dunmore (CFO, AGMG), Jonathan Mercer (President, AMA), Lorraine Okafor (SVP, Human Resources, AMA), Gregory Tanaka (VP, Legal & Compliance, AMA), and Dwayne Prescott (EVP, Unscripted Programming, AMA). As applied to Aldrich, this non-disparagement obligation is personal to Aldrich and applies to all statements made by him in any capacity.

8.2 Exceptions. The non-disparagement obligations set forth in Section 8.1 shall not apply to, and shall not be deemed violated by, any of the following:

(a) Truthful statements made in the course of legal proceedings, arbitration, regulatory filings, or in response to a lawfully issued subpoena, court order, or other compulsory legal process;

(b) Truthful statements made to regulatory bodies, governmental agencies (including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, and any other federal, state, or local agency), or law enforcement authorities in connection with a complaint, charge, investigation, or inquiry;

(c) Statements made in confidence to legal counsel, accountants, tax advisors, financial advisors, or other professional advisors retained by the disclosing Party, in connection with the receipt of professional advice; and

(d) [OPEN POINT: Aldrich's counsel, Whitfield & Associates, may request an additional exception permitting Aldrich to make truthful statements regarding his employment and departure from AMA in the context of job interviews, professional networking, and similar career-related communications. AMA is willing to consider a narrowly tailored exception but will require that any such exception be limited to factual statements (e.g., dates of employment, title, general description of role) and not extend to statements regarding the circumstances of termination or the for-cause designation. To be negotiated.]

ARTICLE 9 — NEUTRAL REFERENCE

9.1 Reference Agreement. AMA agrees that, in response to any employment reference inquiry or verification of employment request regarding Aldrich, whether received from a prospective employer, recruiter, background check provider, or any other person or entity, AMA shall provide only the following information:

(a) Dates of employment: September 5, 2017 through October 14, 2022;

(b) Title held: Senior Vice President of Original Content & Executive Producer; and

AMA shall not provide any additional information regarding Aldrich's job performance, the circumstances of his departure, the for-cause designation, or any other aspect of his employment, unless Aldrich has provided his prior written consent to the disclosure of specific additional information.

All employment reference and verification inquiries regarding Aldrich shall be directed to Lorraine Okafor, Senior Vice President of Human Resources, Aurelius Media Americas Inc., or her designated successor or designee. AMA shall take reasonable steps to instruct its current officers, directors, and senior employees — specifically including Jonathan Mercer (President) and Dwayne Prescott (EVP, Unscripted Programming) — to direct all reference and verification inquiries regarding Aldrich to SVP Human Resources and not to provide independent, personal, or unofficial references or commentary regarding Aldrich's employment with AMA without Aldrich's express prior written consent.

ARTICLE 10 — CONFIDENTIALITY OF SETTLEMENT

10.1 Confidentiality Obligation. The existence and terms of this Agreement, including without limitation the Settlement Payment amount, the RSU acceleration terms, the modifications to the Restrictive Covenant Provisions, and all negotiations, discussions, correspondence, draft documents, mediator proposals, and other communications between the Parties or their counsel leading to this Agreement, are and shall remain strictly confidential. Neither Party shall disclose the terms of this Agreement, directly or indirectly, to any person or entity, except as follows:

(a) To the disclosing Party's legal counsel, accountants, financial advisors, or tax preparers, on a need-to-know basis, provided that such persons are informed of and agree to be bound by the confidentiality obligations of this Section 10.1;

(b) As to Aldrich, to his immediate family members (spouse, parents, and siblings), provided that such family members are informed of and agree to be bound by the confidentiality obligations of this Section 10.1;

(c) As required by applicable law, regulation, court order, subpoena, or other legal process to which the disclosing Party is subject;

(d) As required by the securities laws and regulations applicable to AGMG as a publicly traded company whose ordinary shares are listed on the London Stock Exchange (LSE: AGMG), including without limitation the UK Market Abuse Regulation, the FCA Listing Rules, and the FCA Disclosure Guidance and Transparency Rules, to the extent that disclosure of the settlement or its material terms is required for purposes of regulatory compliance or price-sensitive information disclosure;

(e) As to AMA, to AMA's insurers, including Pemberton Mutual Assurance Co. (Employment Practices Liability Policy No. PMA-EPL-2022-00837) and Redcliffe Specialty Insurance Ltd. (Directors & Officers Liability Policy No. RSI-DO-2022-04419), and to AMA's insurance broker, Kestrel Risk Advisors Ltd., to the extent necessary for claims administration, coverage analysis, and premium adjustment purposes; and

(f) As to AMA, to AGMG's external auditor, Graystone & Parr LLP, to the extent necessary for AGMG's financial reporting purposes, including the preparation of AGMG's consolidated financial statements and notes thereto.

10.2 Permitted Disclosures — Notice Requirement. If either Party is compelled by legal process, regulatory requirement, or court order to disclose any of the terms of this Agreement, that Party shall, to the extent legally permissible and practicable, provide the other Party with prompt written notice of such compelled disclosure at least five (5) business days prior to the date of the required disclosure. The disclosing Party shall cooperate with the other Party's reasonable efforts to obtain a protective order, confidentiality stipulation, or other appropriate remedy to limit the scope or publicity of the disclosure. If no protective order or other remedy is obtained, the disclosing Party may disclose only such information as is legally required and shall use reasonable efforts to ensure that confidential treatment is accorded to the disclosed information.

ARTICLE 11 — REPRESENTATIONS AND WARRANTIES

11.1 Aldrich's Representations and Warranties. Aldrich hereby represents and warrants to AMA as follows:

(a) He has not assigned, transferred, pledged, hypothecated, or conveyed to any person, entity, or third party any claim, right, demand, action, or cause of action released under this Agreement, and no person, entity, or third party has any interest in any such claim by virtue of any assignment, transfer, subrogation, or otherwise;

(b) He has the full right, power, authority, and legal capacity to enter into this Agreement and to perform all obligations required of him hereunder;

(c) He has read this Agreement in its entirety, understands all of its terms and conditions, and has had a full and fair opportunity to review and consider each provision of this Agreement;

(d) He has been represented by competent legal counsel of his choosing — specifically, Cameron Whitfield and Julia Nazarian of Whitfield & Associates, 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212 — in the negotiation, review, and execution of this Agreement, and has relied upon the advice of such counsel;

(e) He has had a reasonable and adequate opportunity to review, consider, and deliberate upon this Agreement before signing, and has not been pressured, coerced, or subjected to undue influence in connection with the execution of this Agreement;

(f) He is entering into this Agreement voluntarily, knowingly, and of his own free will, and not as a result of any duress, coercion, fraud, misrepresentation, or undue influence by AMA or any of AMA's Released Parties;

(g) He has not filed any complaint, charge, claim, or action against AMA or any of AMA's Released Parties with any federal, state, or local governmental agency, administrative body, or court of law, other than the Litigation, and, to the extent that any such filing exists of which Aldrich is or becomes aware, he agrees to take all reasonable steps to withdraw or dismiss such filing promptly; and

(h) He does not have a pending workers' compensation claim against AMA filed with the California Workers' Compensation Appeals Board or any other tribunal. [To be confirmed by Whitfield & Associates.]

11.2 AMA's Representations and Warranties. AMA hereby represents and warrants to Aldrich as follows:

(a) AMA has the full right, power, authority, and legal capacity to enter into this Agreement and to perform all obligations required of it hereunder;

(b) The execution, delivery, and performance of this Agreement by AMA has been duly authorized by all necessary corporate action on the part of AMA, and Gregory Tanaka, Vice President of Legal & Compliance, is duly authorized to execute this Agreement on behalf of AMA;

(c) AMA has not assigned, transferred, pledged, hypothecated, or conveyed to any person, entity, or third party any claim, right, demand, action, or cause of action released under this Agreement, and no person, entity, or third party has any interest in any such claim by virtue of any assignment, transfer, subrogation, or otherwise; and

(d) The execution and performance of this Agreement by AMA does not and will not conflict with or result in a breach of any agreement, obligation, or commitment to which AMA is a party or by which AMA is bound.

ARTICLE 12 — NO ADMISSION OF LIABILITY

12.1 This Agreement is entered into by the Parties for the sole purpose of compromising, settling, and resolving disputed claims, and to avoid the expense, burden, uncertainty, and inconvenience of further litigation. Nothing contained in this Agreement, and no action taken by either Party in the negotiation, execution, or performance of this Agreement, shall be construed as, or deemed to be, an admission of liability, fault, wrongdoing, or violation of any applicable law, regulation, contractual obligation, or duty of care by either Party. Each Party expressly denies any liability, wrongdoing, or violation of law.

12.2 The for-cause designation of Aldrich's termination, as made by AMA pursuant to Section 7.2(b) of the Employment Agreement, is neither affirmed nor denied by this Agreement. The Parties agree that the for-cause designation shall have no prospective effect following the Effective Date, including without limitation no effect on Aldrich's ability to seek or obtain employment in any field, except to the extent that AMA is required to maintain the for-cause designation in its internal personnel records and regulatory filings for purposes of compliance with applicable law, accounting standards, or auditing requirements.

12.3 This Agreement, and the fact that the Parties have entered into this Agreement, shall not be admissible in any judicial, administrative, arbitral, or other proceeding as evidence of, or as an admission of, liability, wrongdoing, or fault by either Party. Notwithstanding the foregoing, this Agreement may be introduced in evidence in any proceeding brought to enforce the terms and conditions of this Agreement, or in any proceeding in which either Party asserts the releases set forth in Article 4 as a defense.

ARTICLE 13 — MISCELLANEOUS PROVISIONS

13.1 Entire Agreement. This Agreement, together with all Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and communications, whether oral or written, between the Parties relating to the subject matter hereof. The Employment Agreement dated September 5, 2017, as amended by the First Amendment dated August 1, 2020, is hereby superseded by this Agreement in its entirety, except to the extent that specific provisions of the Employment Agreement are expressly preserved, retained, or modified herein — specifically, Section 9.4 of the Employment Agreement (Confidentiality), which is retained in full force and effect pursuant to Section 5.4 of this Agreement, and Sections 9.2 and 9.3 of the Employment Agreement (Non-Solicitation of Employees and Non-Solicitation of Business Relationships), which are modified and retained pursuant to Sections 5.2 and 5.3 of this Agreement, respectively.

13.2 Amendments and Modifications. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Parties. No oral modification, amendment, or waiver of any provision of this Agreement shall be effective for any purpose.

13.3 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. The Parties expressly acknowledge and agree that Section 14.3 of the Employment Agreement, which provided for the application of the laws of the State of New York to di

CONFIDENTIAL — FOR SETTLEMENT PURPOSES ONLY — SUBJECT TO CAL. EVID. CODE § 1119
Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 C&H Matter No.: 1017-00004 December 18, 2023
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
DRAFT — VERSION 1
Prepared by Calderwood & Harkness LLP on behalf of Aurelius Media Americas Inc. Circulated to Cameron Whitfield, Whitfield & Associates, 9465 Wilshire Boulevard, Suite 320, Beverly Hills, CA 90212. Draft for discussion purposes — not for execution. Subject to further negotiation and approval by all parties.
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PREAMBLE
This Settlement Agreement and Mutual Release (this "Agreement") is entered into by and between:
Aurelius Media Americas Inc. ("AMA"), a corporation organized and existing under the laws of the State of Delaware and duly qualified to transact business in the State of California, with its principal offices located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, acting through its duly authorized representative, Gregory Tanaka, Vice President of Legal & Compliance;
and
Gavin Aldrich ("Aldrich"), an individual residing at 1140 Tower Road, Beverly Hills, California 90210.
AMA and Aldrich are each referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement is made with reference to the following facts and circumstances, including the litigation captioned Aldrich v. Aurelius Media Americas Inc., filed in the Superior Court of the State of California, County of Los Angeles — Central District, bearing Case No. 22STCV41087, assigned to the Honorable Catherine Villanueva, Department 52 (the "Litigation"), including the Cross-Complaint filed by AMA on January 20, 2023, as amended, in the same action.
RECITALS
A. Aldrich's Employment. Aldrich was employed by AMA in the position of Senior Vice President of Original Content & Executive Producer from September 5, 2017 through October 14, 2022. Aldrich's employment was governed by that certain Employment Agreement entered into between AMA and Aldrich dated September 5, 2017 (the "Employment Agreement"), as amended by the First Amendment to Employment Agreement dated August 1, 2020 (the "First Amendment"). At the time of termination, Aldrich's annual base salary was Four Hundred Eighty-Five Thousand Dollars ($485,000.00). Aldrich's most recent annual bonus, awarded for fiscal year 2021, was Two Hundred Twenty-Five Thousand Dollars ($225,000.00). Additionally, Aldrich held 42,500 restricted stock units ("RSUs") of Aurelius Global Media Group PLC ("AGMG"), of which 15,300 RSUs remained unvested at the time of his termination.
B. Termination of Employment. AMA terminated Aldrich's employment effective October 14, 2022, designating the termination as "for cause" pursuant to Section 7.2(b) of the Employment Agreement. AMA's stated bases for the for-cause designation were: (i) violation of AMA's Acceptable Use and Confidentiality Policy through the transmission of proprietary materials, including show format bibles, pilot sizzle reels, and revenue models, to a personal email account (galdrich.private@Northgate Software.com) and to Halcyon Creek Productions LLC (info@halcyoncreekprod.com); and (ii) insubordination in connection with Aldrich's refusal to comply with a direct instruction from AMA President Jonathan Mercer regarding the restructuring of the Unscripted Programming Division. Aldrich disputes the for-cause designation in its entirety and contends that the termination was pretextual and retaliatory.
C. The Litigation. On December 9, 2022, Aldrich commenced the Litigation by filing a Complaint in the Superior Court of the State of California, County of Los Angeles — Central District, bearing Case No. 22STCV41087, asserting causes of action for: (1) wrongful termination in violation of public policy; (2) breach of contract; (3) breach of the implied covenant of good faith and fair dealing; (4) declaratory relief regarding the enforceability of the restrictive covenant provisions set forth in Section 9 of the Employment Agreement; and (5) violation of California Labor Code Section 2802 (failure to reimburse business expenses). On January 20, 2023, AMA filed a Cross-Complaint against Aldrich in the same action, asserting causes of action for: (1) breach of the Employment Agreement (Sections 9.1, 9.2, 9.3, and 9.4); (2) misappropriation of trade secrets under the California Uniform Trade Secrets Act, California Civil Code Section 3426 et seq.; (3) breach of fiduciary duty; and (4) conversion. On April 5, 2023, AMA filed an Amended Cross-Complaint, removing the reference to Section 9.1 from the caption of the First Cause of Action in compliance with the Court's March 22, 2023 order granting in part Aldrich's Motion to Strike.
D. Mediation. The Parties participated in a mediation session on December 8, 2023, before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., 1925 Century Park East, Suite 1700, Los Angeles, California 90067. The Parties had previously participated in a combined mediation session addressing both the class action matter captioned Fuentes v. Aurelius Media Americas Inc. (Case No. 22STCV38214) and the Aldrich matter on September 8, 2023, before the same mediator, at which session the Fuentes class action was resolved in principle but the Aldrich matter was not. Through the continued mediation process, the Parties have reached an agreement in principle to resolve all claims and cross-claims in the Litigation on the terms and conditions set forth herein.
E. Purpose of Agreement. The Parties desire to fully, finally, and forever resolve all claims, disputes, controversies, and differences between them, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to Aldrich's employment with AMA, the termination of that employment, the for-cause designation, the Litigation (including all claims and cross-claims), and the restrictive covenant provisions of the Employment Agreement. Neither Party admits any liability, wrongdoing, or violation of any applicable law, regulation, or contractual obligation by entering into this Agreement.
F. Representation by Counsel. AMA has been represented in this matter, including in the Litigation and in the negotiation of this Agreement, by Calderwood & Harkness LLP, through attorneys Renata Vasquez, Bernard Crawford, Devon Archer, and Nadia Petrov. Aldrich has been represented in this matter, including in the Litigation and in the negotiation of this Agreement, by Whitfield & Associates, through attorneys Cameron Whitfield and Julia Nazarian. Each Party acknowledges that it or he has had the opportunity to consult with legal counsel of its or his choosing regarding the terms and conditions of this Agreement and has, in fact, been so represented.
NOW, THEREFORE, in consideration of the promises, covenants, and mutual releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Any capitalized term not defined in this Article 1 shall have the meaning ascribed to it elsewhere in this Agreement.
1.1 "Agreement" means this Settlement Agreement and Mutual Release, together with all Exhibits attached hereto and incorporated herein by reference, as the same may be amended or modified in accordance with Section 13.2 hereof.
1.2 "Aldrich Claims" means all claims, causes of action, demands, actions, suits, damages, losses, costs, expenses, and liabilities of every kind and nature whatsoever, whether at law or in equity, whether based on statute, contract, tort, or any other legal or equitable theory, that were asserted or that could have been asserted by Aldrich against AMA or any of AMA's Released Parties in the Litigation, including but not limited to claims for wrongful termination in violation of public policy, breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory relief regarding the enforceability of the restrictive covenant provisions in the Employment Agreement, violation of California Labor Code Section 2802, and any other claim arising out of or related to Aldrich's employment with AMA or the termination thereof.
1.3 "AMA Claims" means all claims, causes of action, demands, actions, suits, damages, losses, costs, expenses, and liabilities of every kind and nature whatsoever, whether at law or in equity, whether based on statute, contract, tort, or any other legal or equitable theory, that were asserted or that could have been asserted by AMA against Aldrich or any of Aldrich's Released Parties in the Cross-Complaint (including the Amended Cross-Complaint), including but not limited to claims for breach of the Employment Agreement (Sections 9.1, 9.2, 9.3, and 9.4), misappropriation of trade secrets under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), breach of fiduciary duty, and conversion.
1.4 "Effective Date" means the date on which this Agreement has been fully executed by both Parties, provided, however, that if the ADEA provisions of Section 4.5 are applicable, the Effective Date shall not occur until the expiration of the seven (7) day revocation period described in Section 4.5(d) without Aldrich having exercised his right of revocation.
1.5 "Employment Agreement" means the Employment Agreement between AMA and Aldrich dated September 5, 2017, a copy of which is attached hereto as Exhibit A, as amended by the First Amendment to Employment Agreement dated August 1, 2020, a copy of which is attached hereto as Exhibit B.
1.6 "Litigation" means the action captioned Aldrich v. Aurelius Media Americas Inc., Case No. 22STCV41087, filed in the Superior Court of the State of California, County of Los Angeles — Central District, assigned to the Honorable Catherine Villanueva, Department 52, including all claims asserted in the Complaint, the Cross-Complaint, and the Amended Cross-Complaint, and all counterclaims, motions, discovery, and other proceedings therein.
1.7 "Confidential Information" has the meaning ascribed to that term in Section 9.4 of the Employment Agreement and includes, without limitation, proprietary content (including show concepts, show format bibles, pilot sizzle reels, and scripts), audience data and analytics, revenue projections and financial models, talent agreements and deal terms, marketing and distribution strategies, and all other information that has been designated as confidential by AMA or that, by its nature, would reasonably be understood to be confidential or proprietary to AMA.
1.8 "RSUs" means restricted stock units of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales, whose ordinary shares are listed on the London Stock Exchange (LSE: AGMG), granted to Aldrich under AGMG's equity compensation plan, as further described in the Employment Agreement and any applicable equity award agreements.
1.9 "Released Parties" means, as to each Party, that Party together with its or his current and former officers, directors, employees, agents, attorneys, representatives, affiliates, parent entities, subsidiaries, predecessors, successors, assigns, insurers, and indemnitors. Specifically, as to AMA, the term "Released Parties" includes Aurelius Global Media Group PLC and each and every one of its direct and indirect subsidiaries and affiliates worldwide. As to Aldrich, the term "Released Parties" includes his heirs, executors, administrators, successors, and assigns.
1.10 "Restrictive Covenant Provisions" means Sections 9.1 (Non-Competition), 9.2 (Non-Solicitation of Employees), 9.3 (Non-Solicitation of Business Relationships), and 9.4 (Confidentiality) of the Employment Agreement, as modified, voided, or retained pursuant to Article 5 of this Agreement.
ARTICLE 2 — SETTLEMENT PAYMENT
2.1 Settlement Amount. Subject to the terms and conditions of this Agreement, AMA shall pay to Aldrich a total lump-sum payment of Two Million Three Hundred Fifty Thousand Dollars ($2,350,000.00) (the "Settlement Payment"). The Settlement Payment shall be made within twenty-one (21) calendar days following the Effective Date. Payment shall be made by wire transfer of immediately available funds to a bank account designated by Aldrich (or by his counsel, Whitfield & Associates) in writing, substantially in the form of the wire transfer instructions attached hereto as Exhibit C. Aldrich or his counsel shall provide written wire transfer instructions to AMA's counsel no later than five (5) business days after the Effective Date.
2.2 Tax Allocation. The Settlement Payment shall be allocated for tax reporting purposes as follows:
[OPEN NEGOTIATION POINT: AMA proposes that the Settlement Payment be allocated fifty percent (50%) as wages (i.e., $1,175,000.00) and fifty percent (50%) as non-wage settlement proceeds (i.e., $1,175,000.00). Aldrich's position on the appropriate allocation is to be determined. This section will be finalized upon agreement of the Parties.]
(a) Wage Component. The portion of the Settlement Payment allocated to wages shall be subject to all applicable federal, state, and local income tax withholding, as well as withholding for Social Security (FICA) and Medicare taxes to the extent required by law. AMA shall issue an IRS Form W-2 to Aldrich reflecting the wage component in the calendar year in which payment is made.
(b) Non-Wage Component. The portion of the Settlement Payment allocated to non-wage settlement proceeds (including, without limitation, amounts allocable to emotional distress, attorneys' fees, or other non-wage claims) shall not be subject to employment tax withholding by AMA. AMA shall issue an IRS Form 1099-MISC (or such other form as may be required by applicable tax regulations) to Aldrich reflecting the non-wage component.
Drafting Note: Tax allocation remains an open point for negotiation. Calderwood & Harkness's initial proposal is a 50/50 split between wage and non-wage components. Whitfield & Associates may propose a different allocation (potentially 40% wages / 60% non-wage or otherwise). This allocation has significant tax implications for both Parties and will need to be resolved before execution. Nadia Petrov of Calderwood & Harkness will prepare a separate tax treatment memorandum for AMA's review once the allocation is agreed upon.
2.3 Tax Indemnification. Each Party shall be solely responsible for the payment of any and all taxes, penalties, and interest that may be assessed against it or him as a result of the Settlement Payment, except as otherwise expressly provided herein.
(a) Aldrich's Indemnification. Aldrich agrees to indemnify, defend, and hold harmless AMA and its Released Parties from and against any and all tax liability, penalties, interest, costs, and expenses (including reasonable attorneys' fees) arising from or related to Aldrich's failure to pay any applicable federal, state, or local taxes on the Settlement Payment or any portion thereof, other than the employer's share of employment taxes (including the employer's share of FICA and Medicare) on the wage component of the Settlement Payment, which shall remain the obligation of AMA.
(b) AMA's Indemnification. AMA agrees to indemnify, defend, and hold harmless Aldrich and his Released Parties from and against any and all tax liability, penalties, interest, costs, and expenses (including reasonable attorneys' fees) arising from or related to AMA's failure to properly withhold and remit to the appropriate taxing authorities the employment taxes required to be withheld on the wage component of the Settlement Payment, including the employee's share of FICA and Medicare and applicable federal and state income tax withholding.
2.4 No Additional Compensation. The Settlement Payment described in this Article 2, together with the RSU acceleration described in Article 3, constitute the sole and exclusive consideration provided to Aldrich for the releases, covenants, and other obligations set forth in this Agreement. Aldrich expressly acknowledges and agrees that, following the execution of this Agreement and the receipt of the Settlement Payment and the accelerated RSUs, he is not entitled to, and shall not seek or claim, any further compensation, remuneration, or benefits of any kind from AMA or any of AMA's Released Parties, including but not limited to any severance payment, bonus, commission, incentive payment, equity compensation (except as expressly set forth in Article 3), employee benefits, vacation pay, sick pay, expense reimbursement, or any other form of payment or benefit, whether arising under the Employment Agreement, any AMA benefit plan or policy, any applicable law, or otherwise.
2.5 No Tax Advice. Aldrich acknowledges and agrees that neither AMA nor AMA's counsel (Calderwood & Harkness LLP) has provided, and is not providing, any tax advice to Aldrich regarding the Settlement Payment, the RSU acceleration described in Article 3, or any other aspect of this Agreement. Aldrich has been advised to, and has had the opportunity to, consult with his own independent tax advisor regarding the federal, state, and local tax implications of the Settlement Payment, the RSU acceleration, and this Agreement. AMA makes no representation or warranty regarding the tax treatment of any payment or benefit provided under this Agreement.
ARTICLE 3 — RSU ACCELERATION
3.1 Acceleration of RSUs. AMA shall cause, and shall use its reasonable best efforts to cause AGMG and AGMG's equity compensation plan administrator to effectuate, the acceleration of vesting of Ten Thousand Two Hundred (10,200) of the Fifteen Thousand Three Hundred (15,300) RSUs that were unvested at the time of Aldrich's termination on October 14, 2022. The accelerated RSUs shall vest and become non-forfeitable on the date specified below.
[OPEN NEGOTIATION POINT: AMA proposes that the accelerated RSUs shall vest on the date on which the Stipulation for Dismissal with Prejudice is filed with the Court. Aldrich may prefer that vesting occur on the Effective Date (i.e., upon execution of this Agreement). This is an open point for negotiation. The vesting date has implications for tax timing and the conditionality of the settlement.]
Upon vesting, the accelerated RSUs shall be settled in accordance with the terms and conditions of AGMG's equity compensation plan and any applicable award agreement between AGMG and Aldrich, including any applicable holding period requirements.
3.2 Forfeiture of Remaining RSUs. The remaining Five Thousand One Hundred (5,100) unvested RSUs (being the difference between the 15,300 total unvested RSUs as of October 14, 2022 and the 10,200 RSUs accelerated pursuant to Section 3.1) shall be permanently forfeited and cancelled as of the Effective Date. Aldrich hereby acknowledges and agrees that, as of the Effective Date, he has no further right, title, interest, or claim of any kind in or to the forfeited RSUs, and he hereby irrevocably relinquishes and waives any and all rights thereto.
3.3 Tax Treatment of RSUs. Upon vesting, the fair market value of the accelerated RSUs shall be treated as ordinary income to Aldrich in accordance with Section 83 of the Internal Revenue Code of 1986, as amended ("IRC § 83"), and applicable Treasury Regulations. AGMG, as the issuing entity, shall be responsible for administering tax withholding on the RSU vesting in accordance with its standard equity compensation plan procedures and the requirements of applicable law. AGMG's equity compensation plan administrator shall withhold from the shares of AGMG ordinary stock deliverable upon vesting (or from other available funds) a number of shares (or amount of cash) sufficient to satisfy applicable federal, state, and local tax withholding obligations. The ordinary income resulting from the RSU vesting shall be reported on Aldrich's IRS Form W-2 (or such equivalent tax reporting form as may be determined by AGMG's equity plan administrator in consultation with applicable tax authorities). AMA shall coordinate with AGMG's Chief Financial Officer, Malcolm Dunmore, and AGMG's equity compensation team to process the acceleration described in Section 3.1 in a timely manner following the Effective Date.
3.4 Previously Vested RSUs. For the avoidance of doubt, nothing in this Agreement shall affect, impair, or otherwise modify Aldrich's rights, title, or interest in and to the Twenty-Seven Thousand Two Hundred (27,200) RSUs (being the difference between the 42,500 total RSUs granted to Aldrich and the 15,300 RSUs that remained unvested at the time of his termination) that vested during the period of Aldrich's employment prior to October 14, 2022. Those previously vested RSUs are, and at all times have been, Aldrich's property, and any shares of AGMG ordinary stock received upon settlement of those RSUs remain Aldrich's property, subject to applicable securities laws, insider trading policies, and any other restrictions that may apply to holders of AGMG securities under applicable law.
ARTICLE 4 — MUTUAL GENERAL RELEASE
4.1 Aldrich's Release of AMA. Effective as of the Effective Date, Aldrich, individually and on behalf of his heirs, executors, administrators, successors, and assigns, hereby unconditionally and irrevocably releases, acquits, and forever discharges AMA and each and every one of AMA's Released Parties from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, losses, costs, expenses, attorneys' fees, and liabilities of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, contingent or non-contingent, that Aldrich now has, has ever had, or may hereafter have against AMA or any of AMA's Released Parties, arising out of, relating to, or in any way connected with any of the following:
(a) Aldrich's employment with AMA, including without limitation all matters relating to the terms and conditions of his employment, his compensation, his benefits, his job duties and responsibilities, and his interactions with AMA's officers, directors, employees, agents, and contractors;
(b) The termination of Aldrich's employment on October 14, 2022, including without limitation the for-cause designation and all events, communications, investigations, and decisions leading to or resulting from such termination;
(c) The Employment Agreement and all amendments thereto, including the First Amendment, and any and all rights and obligations arising thereunder;
(d) The Restrictive Covenant Provisions, including Sections 9.1, 9.2, 9.3, and 9.4 of the Employment Agreement;
(e) The Litigation, including without limitation all claims asserted or that could have been asserted in the Complaint, and any claims that were or could have been raised as affirmative defenses or counterclaims to AMA's Cross-Complaint or Amended Cross-Complaint;
(f) Any and all claims for wrongful termination in violation of public policy, breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory relief, expense reimbursement, discrimination, harassment, retaliation, whistleblower protection, failure to pay wages, failure to provide meal or rest periods, unfair business practices, defamation, intentional or negligent infliction of emotional distress, fraud, negligent misrepresentation, promissory estoppel, quantum meruit, unjust enrichment, or any other claim arising under any legal or equitable theory;
(g) Any and all claims arising under the California Labor Code (including without limitation Sections 201, 202, 203, 226, 226.7, 510, 512, 1194, 1198, 2802, and 2810.5), the California Fair Employment and Housing Act (Cal. Gov. Code § 12900 et seq.), the California Family Rights Act, Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.), the Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.), the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), the Family and Medical Leave Act (29 U.S.C. § 2601 et seq.), the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the California Constitution, and any other applicable federal, state, or local statute, ordinance, regulation, executive order, or common law theory; and
(h) Any and all claims that were raised, could have been raised, or were in any way related to the subject matter of the Litigation.
4.2 AMA's Release of Aldrich. Effective as of the Effective Date, AMA, on behalf of itself and its Released Parties (expressly including Aurelius Global Media Group PLC and all of its direct and indirect subsidiaries and affiliates worldwide), hereby unconditionally and irrevocably releases, acquits, and forever discharges Aldrich and each and every one of Aldrich's Released Parties from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, losses, costs, expenses, attorneys' fees, and liabilities of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, contingent or non-contingent, that AMA now has, has ever had, or may hereafter have against Aldrich or any of Aldrich's Released Parties, arising out of, relating to, or in any way connected with any of the following:
(a) Aldrich's employment with AMA, including without limitation all matters relating to his conduct during employment, his job performance, and his interactions with AMA's officers, directors, employees, agents, and contractors;
(b) The termination of Aldrich's employment, including all investigations, evaluations, and determinations made by AMA in connection therewith;
(c) The Employment Agreement and all amendments thereto, including the First Amendment, and any and all rights and obligations arising thereunder;
(d) The Cross-Complaint and the Amended Cross-Complaint, including without limitation all claims asserted or that could have been asserted therein: breach of the Employment Agreement (Sections 9.1, 9.2, 9.3, and 9.4), misappropriation of trade secrets under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), breach of fiduciary duty, and conversion;
(e) Any and all claims related to the transmission of AMA proprietary materials by Aldrich to his personal email account (galdrich.private@Northgate Software.com), to his personal cloud storage accounts, or to Halcyon Creek Productions LLC (info@halcyoncreekprod.com), including all materials identified by AMA in the course of the Litigation and in its internal investigation;
(f) Any and all claims related to Aldrich's conduct during the course of his employment with AMA, including without limitation the dispute with AMA President Jonathan Mercer regarding the restructuring of the Unscripted Programming Division, any alleged insubordination, and any alleged violations of AMA policies; and
(g) Any and all claims that were raised, could have been raised, or were in any way related to the subject matter of the Litigation.
4.3 California Civil Code Section 1542 Waiver. Each Party acknowledges that he or it has been advised by his or its respective counsel regarding, and is familiar with, the provisions of California Civil Code Section 1542, which provides as follows:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Each Party hereby expressly, knowingly, and voluntarily waives and relinquishes any and all rights and benefits that he or it may have under California Civil Code Section 1542 or under any similar provision of the statutory or decisional law of any other jurisdiction, including but not limited to Section 1542 equivalents under the laws of any other state or the federal government. Each Party understands and acknowledges that this waiver is an essential and material term of this Agreement and that the releases set forth in Sections 4.1 and 4.2 are intended to encompass all claims of every kind and nature, including claims that either Party does not know or suspect to exist in his or its favor at the time of executing this Agreement, and that such unknown or unsuspected claims are hereby released and extinguished. Each Party further understands that if he or it hereafter discovers facts different from or in addition to the facts presently known or believed to be true with respect to the matters released herein, the releases set forth in this Article 4 shall nevertheless remain in full force and effect.
4.4 Scope of Release — Workers' Compensation.
[OPEN POINT: Aldrich's counsel, Whitfield & Associates, may request exclusion of any pending workers' compensation claims from the scope of the release. AMA is to confirm with Whitfield & Associates whether Aldrich has any pending or filed workers' compensation claim with the California Workers' Compensation Appeals Board or otherwise. If no pending or filed workers' compensation claim exists, this section will include a standard waiver of unknown workers' compensation claims, subject to the provisions and limitations of California Labor Code Section 3602. If a pending claim does exist, the Parties will negotiate appropriate language to either carve out the pending claim from the release or address it within the framework of this Agreement. This section is reserved pending receipt of information from Aldrich's counsel.]
4.5 ADEA Compliance. To the extent that Aldrich is forty (40) years of age or older at the time of execution of this Agreement, the release set forth in Section 4.1 includes a release of any and all claims arising under the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), 29 U.S.C. § 621 et seq. In connection with such release, Aldrich acknowledges and agrees as follows:
(a) This waiver of ADEA claims is knowing and voluntary, and Aldrich has entered into it with full understanding of its terms and consequences;
(b) Aldrich has been advised in writing, by means of this Agreement, to consult with an attorney prior to executing this Agreement, and Aldrich has, in fact, consulted with his attorneys, Cameron Whitfield and Julia Nazarian of Whitfield & Associates, regarding this Agreement and the waiver of ADEA claims contained herein;
(c) Aldrich has been given a period of at least twenty-one (21) days from the date of receipt of this Agreement within which to consider this Agreement and the waiver of ADEA claims contained herein, and Aldrich acknowledges that any decision to execute this Agreement prior to the expiration of the twenty-one (21) day period was made voluntarily and without coercion;
(d) Aldrich shall have a period of seven (7) calendar days following his execution of this Agreement within which to revoke his consent to the ADEA release contained herein (the "Revocation Period"). Any such revocation must be in writing and must be delivered to AMA's counsel, Renata Vasquez at Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, California 90017 (rvasquez@calderwoodharkness.com), on or before 5:00 p.m. Pacific Time on the seventh (7th) calendar day following Aldrich's execution of this Agreement. If Aldrich exercises his right of revocation, the ADEA release contained in Section 4.1 shall be null and void as to ADEA claims only; all other provisions of this Agreement shall remain in full force and effect;
(e) This Agreement shall not become effective as to the release of ADEA claims until the Revocation Period has expired without Aldrich having exercised his right of revocation; and
(f) The consideration provided to Aldrich under this Agreement, including the Settlement Payment and the RSU acceleration, exceeds anything of value to which Aldrich is already entitled and constitutes adequate and sufficient consideration for the ADEA waiver.
Drafting Note: Confirm Aldrich's age to determine whether ADEA provisions are applicable. If Aldrich is under forty (40) years of age at the time of execution, Sections 4.5(a)–(f) may be removed from the final Agreement, and the definition of "Effective Date" in Section 1.4 may be simplified accordingly.
ARTICLE 5 — MODIFICATION OF RESTRICTIVE COVENANT PROVISIONS
5.1 Non-Competition (Section 9.1) — Voided. The Parties agree that the non-competition clause set forth in Section 9.1 of the Employment Agreement, which imposed an eighteen (18) month post-termination restriction prohibiting Aldrich from accepting employment with, or providing services to, any "Competing Enterprise" (as defined in Section 9.1 of the Employment Agreement), is hereby declared void and unenforceable by mutual agreement of the Parties. This determination is consistent with California Business and Professions Code Section 16600, which provides that, except as otherwise specified therein, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void. Neither Party shall seek to enforce Section 9.1 of the Employment Agreement for any purpose whatsoever, whether in California, in New York (pursuant to the New York choice-of-law provision set forth in Section 14.3 of the Employment Agreement), or in any other jurisdiction. AMA hereby expressly, irrevocably, and unconditionally waives any and all rights to enforce Section 9.1 of the Employment Agreement against Aldrich, and Aldrich shall have no further obligations under Section 9.1.
5.2 Non-Solicitation of Employees (Section 9.2) — Modified. The non-solicitation of employees provision set forth in Section 9.2 of the Employment Agreement shall remain in effect but is hereby modified as follows:
(a) Duration. The duration of the non-solicitation of employees obligation is hereby reduced from twenty-four (24) months following the date of termination of Aldrich's employment (as set forth in Section 9.2 of the Employment Agreement) to a period of twelve (12) months from the Effective Date of this Agreement.
(b) Scope. The scope of the non-solicitation of employees obligation shall remain unchanged from the terms set forth in Section 9.2 of the Employment Agreement. Specifically, during the twelve (12) month period following the Effective Date, Aldrich shall not, directly or indirectly, solicit, recruit, induce, or encourage, or attempt to solicit, recruit, induce, or encourage, any employee of AMA or any of its affiliates with whom Aldrich worked or had material professional interaction during the twelve (12) months preceding his termination (i.e., from approximately October 14, 2021 through October 14, 2022) to leave AMA's employment, or to accept employment or an engagement with any other person or entity.
(c) Expiration. The non-solicitation of employees obligation described in this Section 5.2 shall automatically expire and be of no further force or effect upon the date that is twelve (12) months after the Effective Date.
5.3 Non-Solicitation of Business Relationships (Section 9.3) — Modified. The non-solicitation of business relationships provision set forth in Section 9.3 of the Employment Agreement shall remain in effect but is hereby modified as follows:
(a) Duration. The duration of the non-solicitation of business relationships obligation is hereby reduced from twenty-four (24) months following the date of termination of Aldrich's employment (as set forth in Section 9.3 of the Employment Agreement) to a period of twelve (12) months from the Effective Date of this Agreement.
(b) Scope. The scope of the non-solicitation of business relationships obligation shall remain unchanged from the terms set forth in Section 9.3 of the Employment Agreement. Specifically, during the twelve (12) month period following the Effective Date, Aldrich shall not, directly or indirectly, solicit, divert, or take away, or attempt to solicit, divert, or take away, any network, platform, streaming service, advertiser, sponsor, or other business client or customer of AMA with whom Aldrich had material contact or for whom Aldrich had material responsibility during the twenty-four (24) months preceding his termination (i.e., from approximately October 14, 2020 through October 14, 2022).
(c) Expiration. The non-solicitation of business relationships obligation described in this Section 5.3 shall automatically expire and be of no further force or effect upon the date that is twelve (12) months after the Effective Date.
5.4 Confidentiality (Section 9.4) — Retained. The confidentiality provision set forth in Section 9.4 of the Employment Agreement shall remain in full force and effect indefinitely, without modification or limitation. Aldrich acknowledges that his obligations under Section 9.4 of the Employment Agreement survive the termination of his employment with AMA and survive the execution of this Agreement. Aldrich shall continue to be bound by all obligations set forth in Section 9.4, including without limitation the obligation not to use or disclose any Confidential Information for any purpose other than the performance of services for AMA (which services have now concluded). For purposes of this Section 5.4, Confidential Information includes, without limitation, proprietary content (including show concepts, treatments, and format bibles), show formats, audience data and analytics, revenue projections and financial models, talent agreements and deal terms, marketing and distribution strategies, production budgets and cost analyses, and all other information that has been designated as confidential by AMA or that by its nature would reasonably be understood to be confidential or proprietary to AMA. For the avoidance of doubt, the materials that Aldrich transmitted to Halcyon Creek Productions LLC — including without limitation the show format bibles for "Apex Endurance," "The Remix," and "Untamed West," the pilot sizzle reels associated with those programs, and the revenue model for "Summit Challenge" — constitute Confidential Information within the meaning of Section 9.4 of the Employment Agreement and are subject to the continuing obligations of this Section 5.4.
5.5 Acknowledgment. Aldrich acknowledges and agrees that the modifications to the Restrictive Covenant Provisions set forth in this Article 5 — including the voiding of the non-competition clause (Section 5.1), the modification of the non-solicitation of employees clause (Section 5.2), the modification of the non-solicitation of business relationships clause (Section 5.3), and the retention of the confidentiality obligation (Section 5.4) — are material terms of this Agreement. Aldrich further acknowledges that the Settlement Payment set forth in Article 2 and the RSU acceleration set forth in Article 3 reflect, in part, consideration for Aldrich's agreement to comply with the modified Restrictive Covenant Provisions as described in this Article 5.
ARTICLE 6 — RETURN OF MATERIALS
6.1 Obligation to Return. Within ten (10) business days of the Effective Date, Aldrich shall return to AMA, or, where return is not practicable, permanently delete and destroy in a manner that renders recovery impossible, all documents, files, data, records, and materials in his possession, custody, or control that contain, embody, reflect, or constitute Confidential Information or proprietary materials of AMA, in whole or in part, regardless of the medium or format in which such materials are stored. Without limiting the generality of the foregoing, Aldrich's obligation to return or destroy extends to the following categories of materials:
(a) All copies, whether in electronic or hard-copy form, of show format bibles, pilot sizzle reels, revenue models, audience analytics reports, talent deal term sheets, production budgets, marketing plans, distribution agreements, and any other proprietary content or business documents of AMA;
(b) All copies of documents, files, and data that were transmitted from AMA's computer systems, network drives, email servers, or any other AMA system to Aldrich's personal email account (galdrich.private@Northgate Software.com), to any personal cloud storage service (including but not limited to Hollowell Health IT, Larkspur Technologies, Meridian Systems, or any similar service), or to any personal computer, tablet, smartphone, or external storage device belonging to or controlled by Aldrich;
(c) All copies of documents, files, and data that were transmitted by Aldrich to Halcyon Creek Productions LLC (info@halcyoncreekprod.com) or to any other third party, to the extent that copies of such materials remain in Aldrich's possession, custody, or control;
(d) All AMA-issued devices, equipment, laptops, tablets, smartphones, access cards, security badges, parking credentials, keys, and login credentials, to the extent not already returned to AMA prior to the Effective Date; and
(e) All notes, memoranda, compilations, analyses, or derivative works created by Aldrich that incorporate, reflect, or are based upon Confidential Information or proprietary materials of AMA.
6.2 Certification of Compliance. Within fifteen (15) business days of the Effective Date, Aldrich shall provide to AMA (through its counsel, Calderwood & Harkness LLP) a signed certification, executed under penalty of perjury under the laws of the State of California, substantially in the form attached hereto as Exhibit D, confirming the following:
(a) That Aldrich has returned to AMA, or permanently deleted and destroyed, all documents, files, data, records, and materials described in Section 6.1 of this Agreement;
(b) That Aldrich has not retained, and does not possess, any copies, in any form whatsoever (including electronic, paper, photographic, or any other form), of any Confidential Information or proprietary materials of AMA; and
(c) That Aldrich has conducted a reasonable and diligent search of his personal devices (including all personal computers, laptops, tablets, smartphones, and external storage devices), personal cloud storage accounts, personal email accounts, and any other locations where AMA-proprietary materials might reasonably be expected to exist, and has confirmed that no such materials remain in his possession, custody, or control.
6.3 Cooperation with Verification. Aldrich agrees to cooperate in good faith with AMA's reasonable efforts to verify compliance with Section 6.1 of this Agreement. Such cooperation may include, at AMA's request and expense, providing access to Aldrich's personal devices or cloud storage accounts for the limited and sole purpose of confirming the deletion of AMA-proprietary materials. Any such verification shall be conducted by a mutually agreed-upon, independent third-party forensic examiner and shall be subject to reasonable privacy protections, including limitations on the scope of the examination to AMA-related materials only and the use of appropriate search terms and protocols to minimize any intrusion into Aldrich's personal or privileged materials. AMA shall bear all costs associated with any such third-party verification.
ARTICLE 7 — DISMISSAL OF LITIGATION
7.1 Stipulation for Dismissal. Within ten (10) business days of the Effective Date, the Parties, through their respective counsel, shall execute and file with the Superior Court of the State of California, County of Los Angeles — Central District, a Stipulation for Dismissal with Prejudice of all claims and cross-claims in Aldrich v. Aurelius Media Americas Inc., Case No. 22STCV41087, substantially in the form attached hereto as Exhibit E. The Stipulation for Dismissal shall provide for the dismissal of all of Aldrich's claims asserted in the Complaint and all of AMA's claims asserted in the Cross-Complaint and Amended Cross-Complaint, with prejudice to the refiling of any such claims, with each Party to bear its own attorneys' fees and costs. The Stipulation for Dismissal shall further provide that the Court shall retain jurisdiction to enforce the terms of this Agreement pursuant to California Code of Civil Procedure Section 664.6.
7.2 Request for Dismissal. Promptly following the execution of the Stipulation for Dismissal, counsel for AMA (Calderwood & Harkness LLP) shall prepare, file, and serve the Judicial Council Form CIV-110 (Request for Dismissal) with the Clerk of the Superior Court, effectuating the dismissal of the Litigation with prejudice as stipulated by the Parties. Counsel for Aldrich shall cooperate fully in the preparation and filing of such forms.
ARTICLE 8 — NON-DISPARAGEMENT
8.1 Mutual Non-Disparagement. For a period of three (3) years from the Effective Date, neither Party shall make, publish, issue, authorize, or cause to be made, published, issued, or authorized, any statement, whether oral, written, or electronic (including without limitation any statement made on social media platforms, in interviews, at industry events, in trade publications, or through any other medium of communication), that disparages, defames, criticizes in a derogatory manner, or casts in a negative light the other Party or any of the other Party's Released Parties. As applied to AMA, this non-disparagement obligation extends to AMA's current officers and directors when acting in their official capacities on behalf of AMA or AGMG, including specifically Sir Edmund Halesworth (Chairman, AGMG Board of Directors), Philippa Cartwright (CEO, AGMG), Malcolm Dunmore (CFO, AGMG), Jonathan Mercer (President, AMA), Lorraine Okafor (SVP, Human Resources, AMA), Gregory Tanaka (VP, Legal & Compliance, AMA), and Dwayne Prescott (EVP, Unscripted Programming, AMA). As applied to Aldrich, this non-disparagement obligation is personal to Aldrich and applies to all statements made by him in any capacity.
8.2 Exceptions. The non-disparagement obligations set forth in Section 8.1 shall not apply to, and shall not be deemed violated by, any of the following:
(a) Truthful statements made in the course of legal proceedings, arbitration, regulatory filings, or in response to a lawfully issued subpoena, court order, or other compulsory legal process;
(b) Truthful statements made to regulatory bodies, governmental agencies (including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, and any other federal, state, or local agency), or law enforcement authorities in connection with a complaint, charge, investigation, or inquiry;
(c) Statements made in confidence to legal counsel, accountants, tax advisors, financial advisors, or other professional advisors retained by the disclosing Party, in connection with the receipt of professional advice; and
(d) [OPEN POINT: Aldrich's counsel, Whitfield & Associates, may request an additional exception permitting Aldrich to make truthful statements regarding his employment and departure from AMA in the context of job interviews, professional networking, and similar career-related communications. AMA is willing to consider a narrowly tailored exception but will require that any such exception be limited to factual statements (e.g., dates of employment, title, general description of role) and not extend to statements regarding the circumstances of termination or the for-cause designation. To be negotiated.]
ARTICLE 9 — NEUTRAL REFERENCE
9.1 Reference Agreement. AMA agrees that, in response to any employment reference inquiry or verification of employment request regarding Aldrich, whether received from a prospective employer, recruiter, background check provider, or any other person or entity, AMA shall provide only the following information:
(a) Dates of employment: September 5, 2017 through October 14, 2022;
(b) Title held: Senior Vice President of Original Content & Executive Producer; and
(c) Eligibility for rehire: neutral (neither confirmed nor denied).
AMA shall not provide any additional information regarding Aldrich's job performance, the circumstances of his departure, the for-cause designation, or any other aspect of his employment, unless Aldrich has provided his prior written consent to the disclosure of specific additional information.
All employment reference and verification inquiries regarding Aldrich shall be directed to Lorraine Okafor, Senior Vice President of Human Resources, Aurelius Media Americas Inc., or her designated successor or designee. AMA shall take reasonable steps to instruct its current officers, directors, and senior employees — specifically including Jonathan Mercer (President) and Dwayne Prescott (EVP, Unscripted Programming) — to direct all reference and verification inquiries regarding Aldrich to SVP Human Resources and not to provide independent, personal, or unofficial references or commentary regarding Aldrich's employment with AMA without Aldrich's express prior written consent.
ARTICLE 10 — CONFIDENTIALITY OF SETTLEMENT
10.1 Confidentiality Obligation. The existence and terms of this Agreement, including without limitation the Settlement Payment amount, the RSU acceleration terms, the modifications to the Restrictive Covenant Provisions, and all negotiations, discussions, correspondence, draft documents, mediator proposals, and other communications between the Parties or their counsel leading to this Agreement, are and shall remain strictly confidential. Neither Party shall disclose the terms of this Agreement, directly or indirectly, to any person or entity, except as follows:
(a) To the disclosing Party's legal counsel, accountants, financial advisors, or tax preparers, on a need-to-know basis, provided that such persons are informed of and agree to be bound by the confidentiality obligations of this Section 10.1;
(b) As to Aldrich, to his immediate family members (spouse, parents, and siblings), provided that such family members are informed of and agree to be bound by the confidentiality obligations of this Section 10.1;
(c) As required by applicable law, regulation, court order, subpoena, or other legal process to which the disclosing Party is subject;
(d) As required by the securities laws and regulations applicable to AGMG as a publicly traded company whose ordinary shares are listed on the London Stock Exchange (LSE: AGMG), including without limitation the UK Market Abuse Regulation, the FCA Listing Rules, and the FCA Disclosure Guidance and Transparency Rules, to the extent that disclosure of the settlement or its material terms is required for purposes of regulatory compliance or price-sensitive information disclosure;
(e) As to AMA, to AMA's insurers, including Pemberton Mutual Assurance Co. (Employment Practices Liability Policy No. PMA-EPL-2022-00837) and Redcliffe Specialty Insurance Ltd. (Directors & Officers Liability Policy No. RSI-DO-2022-04419), and to AMA's insurance broker, Kestrel Risk Advisors Ltd., to the extent necessary for claims administration, coverage analysis, and premium adjustment purposes; and
(f) As to AMA, to AGMG's external auditor, Graystone & Parr LLP, to the extent necessary for AGMG's financial reporting purposes, including the preparation of AGMG's consolidated financial statements and notes thereto.
10.2 Permitted Disclosures — Notice Requirement. If either Party is compelled by legal process, regulatory requirement, or court order to disclose any of the terms of this Agreement, that Party shall, to the extent legally permissible and practicable, provide the other Party with prompt written notice of such compelled disclosure at least five (5) business days prior to the date of the required disclosure. The disclosing Party shall cooperate with the other Party's reasonable efforts to obtain a protective order, confidentiality stipulation, or other appropriate remedy to limit the scope or publicity of the disclosure. If no protective order or other remedy is obtained, the disclosing Party may disclose only such information as is legally required and shall use reasonable efforts to ensure that confidential treatment is accorded to the disclosed information.
ARTICLE 11 — REPRESENTATIONS AND WARRANTIES
11.1 Aldrich's Representations and Warranties. Aldrich hereby represents and warrants to AMA as follows:
(a) He has not assigned, transferred, pledged, hypothecated, or conveyed to any person, entity, or third party any claim, right, demand, action, or cause of action released under this Agreement, and no person, entity, or third party has any interest in any such claim by virtue of any assignment, transfer, subrogation, or otherwise;
(b) He has the full right, power, authority, and legal capacity to enter into this Agreement and to perform all obligations required of him hereunder;
(c) He has read this Agreement in its entirety, understands all of its terms and conditions, and has had a full and fair opportunity to review and consider each provision of this Agreement;
(d) He has been represented by competent legal counsel of his choosing — specifically, Cameron Whitfield and Julia Nazarian of Whitfield & Associates, 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212 — in the negotiation, review, and execution of this Agreement, and has relied upon the advice of such counsel;
(e) He has had a reasonable and adequate opportunity to review, consider, and deliberate upon this Agreement before signing, and has not been pressured, coerced, or subjected to undue influence in connection with the execution of this Agreement;
(f) He is entering into this Agreement voluntarily, knowingly, and of his own free will, and not as a result of any duress, coercion, fraud, misrepresentation, or undue influence by AMA or any of AMA's Released Parties;
(g) He has not filed any complaint, charge, claim, or action against AMA or any of AMA's Released Parties with any federal, state, or local governmental agency, administrative body, or court of law, other than the Litigation, and, to the extent that any such filing exists of which Aldrich is or becomes aware, he agrees to take all reasonable steps to withdraw or dismiss such filing promptly; and
(h) He does not have a pending workers' compensation claim against AMA filed with the California Workers' Compensation Appeals Board or any other tribunal. [To be confirmed by Whitfield & Associates.]
11.2 AMA's Representations and Warranties. AMA hereby represents and warrants to Aldrich as follows:
(a) AMA has the full right, power, authority, and legal capacity to enter into this Agreement and to perform all obligations required of it hereunder;
(b) The execution, delivery, and performance of this Agreement by AMA has been duly authorized by all necessary corporate action on the part of AMA, and Gregory Tanaka, Vice President of Legal & Compliance, is duly authorized to execute this Agreement on behalf of AMA;
(c) AMA has not assigned, transferred, pledged, hypothecated, or conveyed to any person, entity, or third party any claim, right, demand, action, or cause of action released under this Agreement, and no person, entity, or third party has any interest in any such claim by virtue of any assignment, transfer, subrogation, or otherwise; and
(d) The execution and performance of this Agreement by AMA does not and will not conflict with or result in a breach of any agreement, obligation, or commitment to which AMA is a party or by which AMA is bound.
ARTICLE 12 — NO ADMISSION OF LIABILITY
12.1 This Agreement is entered into by the Parties for the sole purpose of compromising, settling, and resolving disputed claims, and to avoid the expense, burden, uncertainty, and inconvenience of further litigation. Nothing contained in this Agreement, and no action taken by either Party in the negotiation, execution, or performance of this Agreement, shall be construed as, or deemed to be, an admission of liability, fault, wrongdoing, or violation of any applicable law, regulation, contractual obligation, or duty of care by either Party. Each Party expressly denies any liability, wrongdoing, or violation of law.
12.2 The for-cause designation of Aldrich's termination, as made by AMA pursuant to Section 7.2(b) of the Employment Agreement, is neither affirmed nor denied by this Agreement. The Parties agree that the for-cause designation shall have no prospective effect following the Effective Date, including without limitation no effect on Aldrich's ability to seek or obtain employment in any field, except to the extent that AMA is required to maintain the for-cause designation in its internal personnel records and regulatory filings for purposes of compliance with applicable law, accounting standards, or auditing requirements.
12.3 This Agreement, and the fact that the Parties have entered into this Agreement, shall not be admissible in any judicial, administrative, arbitral, or other proceeding as evidence of, or as an admission of, liability, wrongdoing, or fault by either Party. Notwithstanding the foregoing, this Agreement may be introduced in evidence in any proceeding brought to enforce the terms and conditions of this Agreement, or in any proceeding in which either Party asserts the releases set forth in Article 4 as a defense.
ARTICLE 13 — MISCELLANEOUS PROVISIONS
13.1 Entire Agreement. This Agreement, together with all Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and communications, whether oral or written, between the Parties relating to the subject matter hereof. The Employment Agreement dated September 5, 2017, as amended by the First Amendment dated August 1, 2020, is hereby superseded by this Agreement in its entirety, except to the extent that specific provisions of the Employment Agreement are expressly preserved, retained, or modified herein — specifically, Section 9.4 of the Employment Agreement (Confidentiality), which is retained in full force and effect pursuant to Section 5.4 of this Agreement, and Sections 9.2 and 9.3 of the Employment Agreement (Non-Solicitation of Employees and Non-Solicitation of Business Relationships), which are modified and retained pursuant to Sections 5.2 and 5.3 of this Agreement, respectively.
13.2 Amendments and Modifications. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Parties. No oral modification, amendment, or waiver of any provision of this Agreement shall be effective for any purpose.
13.3 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. The Parties expressly acknowledge and agree that Section 14.3 of the Employment Agreement, which provided for the application of the laws of the State of New York to di

CONFIDENTIAL — FOR SETTLEMENT PURPOSES ONLY — SUBJECT TO CAL. EVID. CODE § 1119

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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