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

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CONFIDENTIAL — SUBJECT TO CAL. EVID. CODE § 1152 / SETTLEMENT COMMUNICATION

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

NEAR-FINAL DRAFT — VERSION 2

January 8, 2024

DRAFT — FOR SETTLEMENT PURPOSES ONLY — NOT FOR FILING

Prepared by Calderwood & Harkness LLP, Matter No. 1017-00004

Incorporates revisions agreed upon from Version 1 redline dated January 5, 2024. Remaining open points identified in brackets: [OPEN — Tax Allocation] and [OPEN — RSU Vesting Timing]. All other terms have been agreed by the Parties.

This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of the date of the last signature below (the "Effective Date"), by and between:

Aurelius Media Americas Inc. ("AMA" or the "Company"), a Delaware corporation qualified to do business in the State of California, with its principal office at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, acting by and through its Vice President, Legal & Compliance, Gregory Tanaka, duly authorized signatory;

and

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

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

RECITALS

A. Employment Relationship. Aldrich was employed by AMA from September 5, 2017 through October 14, 2022. At the time of his termination, Aldrich held the title of Senior Vice President of Original Content & Executive Producer. Aldrich's employment was governed by that certain Employment Agreement dated September 5, 2017, by and between AMA and Aldrich, as amended by the First Amendment to Employment Agreement dated August 1, 2020 (collectively, the "Employment Agreement"). At the time of his termination, Aldrich's annual base salary was Four Hundred Eighty-Five Thousand Dollars ($485,000). Aldrich's last annual performance bonus, for fiscal year 2021, was Two Hundred Twenty-Five Thousand Dollars ($225,000). During the term of his employment, Aldrich was granted 42,500 restricted stock units ("RSUs") of Aurelius Global Media Group PLC ("AGMG"), AMA's parent company, pursuant to the Employment Agreement and AGMG's equity compensation plan. Of those 42,500 RSUs, 15,300 remained unvested at the time of Aldrich's termination.

B. Termination. On October 14, 2022, AMA terminated Aldrich's employment "for cause" pursuant to Section 7.2(b) of the Employment Agreement. AMA's stated grounds for the for-cause termination were: (i) material violation of AMA's Acceptable Use and Confidentiality Policy, based on Aldrich's alleged transmission of proprietary show concepts, pilot scripts, audience analytics, revenue projections, and talent deal terms from his AMA email account to a personal email account (galdrich.private@Northgate Software.com) and to a third-party production company, Halcyon Creek Productions LLC; and (ii) insubordination, based on Aldrich's alleged refusal to comply with a directive from AMA President Jonathan Mercer regarding the restructuring of AMA's Unscripted Programming Division. Aldrich disputes the "for cause" designation in its entirety and contends that the termination was pretextual and retaliatory.

C. Litigation. On December 9, 2022, Aldrich filed a Complaint against AMA in the Superior Court of the State of California, County of Los Angeles, Case No. 22STCV41087, assigned to the Honorable Catherine Villanueva, Department 52 (the "Action"). In the Action, Aldrich asserted claims 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 (seeking a declaration that the non-competition clause set forth in Section 9.1 of the Employment Agreement is void and unenforceable under California Business and Professions Code Section 16600); and (5) Violation of California Labor Code Section 2802 (failure to reimburse business expenses). On January 20, 2023, AMA filed an Answer to the Complaint and a Cross-Complaint against Aldrich (the "Cross-Action"), asserting claims 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 a First Amended Cross-Complaint, which removed the reference to Section 9.1 from the First Cause of Action caption and clarified that AMA does not seek to enforce the non-competition clause set forth in Section 9.1 of the Employment Agreement. The Action and Cross-Action are collectively referred to herein as the "Litigation."

D. Mediation. The Parties participated in mediation before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., 1925 Century Park East, Suite 1700, Los Angeles, California 90067. A combined mediation session was held on September 8, 2023, during which the Aldrich matter was addressed alongside a related class action matter; the Aldrich component did not resolve at that session. A standalone mediation session devoted exclusively to the Aldrich matter was held on December 8, 2023. During and following the December 8, 2023 session, the Parties reached an agreement in principle on the terms set forth in this Agreement.

E. Desire to Resolve. The Parties desire to fully and finally resolve all claims, cross-claims, counterclaims, and disputes between them arising from or relating to Aldrich's employment with AMA, the termination of that employment, and the Litigation, without any admission of liability, fault, or wrongdoing by either Party. Each Party has been represented by competent legal counsel throughout the negotiation and preparation of this Agreement. AMA has been represented by Calderwood & Harkness LLP (Renata Vasquez, Bernard Crawford, Devon Archer, and Nadia Petrov), 777 South Flower Street, Suite 4200, Los Angeles, California 90017. Aldrich has been represented by Whitfield & Associates (Cameron Whitfield and Julia Nazarian), 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212.

F. No Admission. This Agreement does not constitute, and shall not be construed as, an admission of liability, wrongdoing, or violation of any law, regulation, contract, or duty by either Party. The Parties enter into this Agreement solely for the purpose of compromising disputed claims and avoiding the burden, expense, and uncertainty of continued litigation.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and 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 terms used in this Agreement but not defined in this Article 1 shall have the meanings assigned to them elsewhere in this Agreement.

1.1 "Action" means the action titled Aldrich v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Case No. 22STCV41087.

1.2 "Cross-Action" means the Cross-Complaint filed by AMA against Aldrich in Case No. 22STCV41087, as amended by the First Amended Cross-Complaint filed on April 5, 2023.

1.3 "Effective Date" means the date on which both Parties have executed this Agreement, as reflected by the later of the two dates set forth in the signature blocks below.

1.4 "Employment Agreement" means the Employment Agreement dated September 5, 2017, by and between AMA and Aldrich, as amended by the First Amendment to Employment Agreement dated August 1, 2020, copies of which are attached hereto as Exhibit A and Exhibit B, respectively.

1.5 "Litigation" means, collectively, the Action and the Cross-Action.

1.6 "AGMG" means Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667; London Stock Exchange ticker: AGMG), which is the direct parent company of AMA.

1.7 "RSUs" means restricted stock units of AGMG granted to Aldrich under or in connection with the Employment Agreement and AGMG's equity compensation plan.

1.8 "Confidential Information" has the meaning ascribed to that term in Section 9.4 of the Employment Agreement.

1.9 "Settlement Payment" means the payment described in Section 2.1 of this Agreement.

1.10 "Modified Restrictive Covenant" means the restrictive covenant provisions of the Employment Agreement as modified by Article 5 of this Agreement.

ARTICLE 2 — SETTLEMENT PAYMENT

2.1 Payment Amount. In consideration of the mutual covenants and releases set forth in this Agreement, AMA shall pay to Aldrich the total sum of Two Million Three Hundred Fifty Thousand Dollars ($2,350,000) (the "Settlement Payment"), less applicable withholdings as set forth in Section 2.2, within twenty-one (21) calendar days of the Effective Date. The Settlement Payment shall be made in a single lump sum by wire transfer of immediately available funds to the account designated by Aldrich in the wire transfer instructions attached hereto as Exhibit E (to be provided by Aldrich prior to execution). Payment shall be deemed made on the date the wire transfer is initiated by AMA's bank. AMA shall notify Aldrich's counsel in writing (by email to Cameron Whitfield at cwhitfield@whitfieldlaw.com) upon initiation of the wire transfer.

2.2 Tax Allocation.

[OPEN — Tax Allocation]

The Parties have agreed in principle to a wage/non-wage allocation of the Settlement Payment. AMA proposed a 50% wage / 50% non-wage allocation. Aldrich proposed a 40% wage / 60% non-wage allocation. The Parties are currently discussing a compromise allocation of 45% wage / 55% non-wage. Final allocation percentages and corresponding dollar amounts to be inserted upon agreement of the Parties.

Subject to the Parties' agreement on the final allocation percentages, the Settlement Payment shall be allocated and reported for tax purposes as follows:

(a) Wage Component. []% of the Settlement Payment, equal to $[__] (the "Wage Component"), shall be allocated to back pay, severance-equivalent compensation, and pro-rata bonus. The Wage Component shall be subject to all applicable federal, state, and local income tax withholding, employee's share of Social Security (FICA) withholding, employee's share of Medicare withholding, California State Disability Insurance (SDI) withholding, and any other required employment tax withholdings. AMA shall report the Wage Component, and all related withholdings, on IRS Form W-2 (or any successor form) issued to Aldrich for tax year 2024.

(b) Non-Wage Component. []% of the Settlement Payment, equal to $[__] (the "Non-Wage Component"), shall be allocated to emotional distress damages, general settlement consideration, and other non-wage damages. The Non-Wage Component shall not be subject to employment tax withholding. AMA shall report the Non-Wage Component on IRS Form 1099-MISC (or any successor form) issued to Aldrich for tax year 2024. Aldrich shall be solely responsible for payment of any federal, state, or local income taxes due on the Non-Wage Component.

(c) Employer Taxes. AMA shall bear and pay the employer's share of FICA taxes, Medicare taxes, and any other employer-side payroll taxes applicable to the Wage Component. Such employer-side taxes shall not be deducted from the Settlement Payment.

2.3 Tax Indemnification. Each Party shall be solely responsible for the payment of any taxes, penalties, interest, or assessments imposed upon such Party by any federal, state, or local taxing authority with respect to the Settlement Payment or any portion thereof. Aldrich acknowledges and agrees that neither AMA nor its counsel, Calderwood & Harkness LLP, has provided, or is providing, tax advice to Aldrich regarding the tax treatment or consequences of the Settlement Payment or any other consideration received under this Agreement. Aldrich has been advised to, and has had the opportunity to, consult with his own independent tax advisor regarding the tax consequences of this Agreement, including the allocation set forth in Section 2.2. The Parties agree to report the Settlement Payment consistently with the allocation set forth in Section 2.2 for all federal, state, and local tax purposes, and neither Party shall take a position on any tax return, amended return, or in any proceeding before any taxing authority that is inconsistent with such allocation, unless otherwise required by a final determination of a court of competent jurisdiction or a taxing authority. In the event that either Party is audited by, or receives a notice of assessment or proposed adjustment from, the Internal Revenue Service or any state or local taxing authority with respect to the tax treatment of the Settlement Payment, such Party shall promptly notify the other Party in writing and shall cooperate reasonably with the other Party in connection with any such audit or assessment; provided, however, that neither Party shall be liable to the other Party for any taxes, penalties, interest, or other amounts assessed against the other Party as a result of any such audit or assessment.

ARTICLE 3 — RSU ACCELERATION

3.1 Acceleration of Unvested RSUs. Of the 15,300 AGMG RSUs that were unvested at the time of Aldrich's termination on October 14, 2022, AMA shall cause AGMG to accelerate the vesting of 10,200 RSUs (the "Accelerated RSUs") in accordance with the terms of this Article 3 and AGMG's equity compensation plan. The remaining 5,100 unvested RSUs (the "Forfeited RSUs") shall be permanently forfeited by Aldrich and shall be cancelled by AGMG in accordance with the terms of AGMG's equity compensation plan and any applicable share administration procedures. Aldrich acknowledges and agrees that he has no further rights, claims, or entitlements with respect to the Forfeited RSUs.

3.2 Timing of Vesting.

[OPEN — RSU Vesting Timing]

AMA proposed that vesting of the Accelerated RSUs occur upon the filing of the Stipulation for Dismissal with Prejudice in Case No. 22STCV41087. Aldrich proposed that vesting occur immediately upon execution of this Agreement by both Parties. The Parties are discussing a compromise under which vesting would occur upon the later of (a) execution of this Agreement by both Parties and (b) filing of the Stipulation for Dismissal with Prejudice. Final language to be inserted upon agreement of the Parties.

The Accelerated RSUs shall vest on [the date to be agreed — see bracketed note above]. Upon vesting, the Accelerated RSUs shall be settled in accordance with the terms of AGMG's equity compensation plan and the applicable award agreement, and shares of AGMG ordinary stock shall be delivered to Aldrich's brokerage account on record with AGMG's equity plan administrator.

3.3 Tax Treatment of RSUs. The Accelerated RSUs shall be treated as ordinary income to Aldrich upon vesting, in accordance with Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Tax withholding on the vesting of the Accelerated RSUs, including federal income tax withholding, state income tax withholding, FICA, Medicare, and any other applicable tax withholdings, shall be handled by AGMG through its equity compensation plan administrator, in coordination with AMA's Chief Financial Officer, Malcolm Dunmore. The income from the vesting of the Accelerated RSUs shall be reported on Aldrich's W-2 or equivalent tax reporting form issued by AGMG (or, if applicable, by AMA on behalf of AGMG) for the applicable tax year. Aldrich acknowledges that he is solely responsible for any additional taxes due upon the subsequent sale or disposition of any shares of AGMG ordinary stock received upon vesting of the Accelerated RSUs.

3.4 No Further Equity Obligations. Except as expressly set forth in this Article 3, Aldrich acknowledges and agrees that he has no further rights, claims, or entitlements with respect to any equity compensation, stock options, RSUs, phantom equity, profit interests, stock appreciation rights, or other equity-based awards or incentive compensation from AMA, AGMG, or any of their respective parents, subsidiaries, or affiliates, whether arising under the Employment Agreement, AGMG's equity compensation plan, or otherwise.

ARTICLE 4 — MUTUAL GENERAL RELEASE

4.1 Release by Aldrich. Aldrich, on behalf of himself and his heirs, executors, administrators, successors, and assigns, hereby irrevocably and unconditionally releases and forever discharges AMA, AGMG, and their respective parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of their respective current and former officers (including, without limitation, Sir Edmund Halesworth, Jonathan Mercer, Philippa Cartwright, Malcolm Dunmore, Lorraine Okafor, Gregory Tanaka, Dwayne Prescott, and Celine Arroyo, and Karen Fong), directors, employees, agents, representatives, insurers (including Redcliffe Specialty Insurance Ltd. and Pemberton Mutual Assurance Co.), attorneys (including Calderwood & Harkness LLP and its partners, associates, and staff), and all persons acting by, through, under, or in concert with any of them (collectively, the "AMA 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, executions, losses, expenses, attorneys' fees, costs, and liabilities of whatever kind or nature, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that Aldrich now has, has ever had, or may hereafter have against any of the AMA Released Parties, arising out of, relating to, or in any way connected with:

(a) Aldrich's employment with AMA, including all terms, conditions, and incidents of that employment;

(b) the termination of Aldrich's employment on October 14, 2022, including, without limitation, the "for cause" designation and all facts and circumstances surrounding the termination;

(c) the Employment Agreement, including all provisions thereof, and specifically including, without limitation, all restrictive covenant provisions set forth in Sections 9.1, 9.2, 9.3, and 9.4 of the Employment Agreement;

(d) the Action (Case No. 22STCV41087), including all claims asserted therein;

(e) any and all claims that were asserted or could have been asserted in the Action, including, without limitation, 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, violation of California Labor Code Section 2802, retaliation, discrimination, harassment, failure to pay wages, waiting time penalties under California Labor Code Section 203, unfair business practices under California Business and Professions Code Section 17200 et seq., intentional infliction of emotional distress, negligent infliction of emotional distress, defamation, fraud, negligent misrepresentation, promissory estoppel, quantum meruit, unjust enrichment, and any other claim arising under federal, state, or local statute, regulation, ordinance, common law, or equity.

4.2 Release by AMA. AMA, on behalf of itself and AGMG, and their respective parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of their respective current and former officers, directors, employees, agents, and representatives, hereby irrevocably and unconditionally releases and forever discharges Aldrich and his heirs, executors, administrators, attorneys (including Whitfield & Associates and its principals, associates, and staff), agents, representatives, successors, and assigns (collectively, the "Aldrich 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, executions, losses, expenses, attorneys' fees, costs, and liabilities of whatever kind or nature, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that AMA or AGMG now has, has ever had, or may hereafter have against any of the Aldrich Released Parties, arising out of, relating to, or in any way connected with:

(a) Aldrich's employment with AMA, including all terms, conditions, and incidents of that employment;

(b) the Cross-Action, including all claims asserted therein and in the First Amended Cross-Complaint;

(c) any and all claims that were asserted or could have been asserted in the Cross-Action, including, without limitation, 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 (California Civil Code Section 3426 et seq.), breach of fiduciary duty, conversion, unfair competition, unjust enrichment, and any other claim arising under federal, state, or local statute, regulation, ordinance, common law, or equity;

(d) any and all claims relating to Aldrich's transmission of proprietary materials, documents, data, or information to his personal email account (galdrich.private@Northgate Software.com), to Halcyon Creek Productions LLC (info@halcyoncreekprod.com), or to any other third party, whether known or unknown to AMA as of the Effective Date.

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

> "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 waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code and any similar provision of law of any other jurisdiction. Each Party acknowledges that it may discover facts different from, or in addition to, those that it now knows or believes to be true with respect to the subject matter of the claims released herein, and each Party agrees that this Agreement and the releases contained herein shall be and remain effective in all respects notwithstanding the subsequent discovery of any such different or additional facts. Each Party understands and acknowledges the significance and consequence of this specific waiver of Section 1542 and assumes full responsibility for any injuries, damages, losses, or liabilities that it may incur as a result of this waiver.

4.4 Workers' Compensation. Aldrich confirms and represents that he does not have a pending workers' compensation claim against AMA or any of its affiliates. The release set forth in Section 4.1 includes a waiver of any unknown workers' compensation claims to the fullest extent permitted by law, subject to the limitations of California Labor Code Section 3602 and any other applicable provisions of the California Workers' Compensation Act.

4.5 Exclusions from Release. Notwithstanding anything to the contrary in this Article 4, the releases set forth in Sections 4.1 and 4.2 shall not extend to, and shall not affect or impair:

(a) any rights or obligations of either Party arising under or pursuant to this Agreement itself, including, without limitation, the obligation to make the Settlement Payment, the RSU acceleration provisions of Article 3, the Modified Restrictive Covenant provisions of Article 5, the return of materials obligations of Article 6, the non-disparagement obligations of Article 8, and all other covenants set forth herein;

(b) any rights to indemnification or advancement of expenses to which Aldrich may be entitled under AMA's or AGMG's certificate of incorporation, bylaws, articles of association, operating agreement, or other organizational documents, or under any applicable directors' and officers' liability insurance policy, or under applicable law, in connection with any claim asserted against Aldrich by a third party (i.e., a person or entity other than AMA or AGMG) arising out of Aldrich's service as an officer or employee of AMA; provided, however, that this exception applies only to third-party claims and does not create or preserve any right to indemnification in connection with the released claims;

(c) any vested benefits to which Aldrich is entitled under AMA's or AGMG's employee benefit plans, including, without limitation, any vested 401(k) plan benefits, health insurance continuation rights (COBRA), and any accrued but unused paid time off that was paid out at the time of termination; provided, however, that this exception does not apply to equity compensation, which is exclusively addressed in Article 3;

(d) any claims that cannot be released or waived as a matter of law, including, without limitation, the right to file a charge of discrimination with the Equal Employment Opportunity Commission or the California Civil Rights Department (although Aldrich waives any right to recover monetary relief in connection with any such charge to the fullest extent permitted by law).

ARTICLE 5 — MODIFIED RESTRICTIVE COVENANT PROVISIONS

5.1 Non-Competition (Section 9.1) — Voided. The Parties acknowledge and agree that Section 9.1 of the Employment Agreement (the "Non-Competition" provision), which imposed an eighteen (18) month post-termination restriction prohibiting Aldrich from accepting employment with, or providing services to, any "Competing Enterprise" (as defined therein) deriving twenty-five percent (25%) or more of its revenue from the production, licensing, or distribution of unscripted or reality television content in North America, is void and unenforceable under California Business and Professions Code Section 16600. Section 9.1 of the Employment Agreement shall be deemed of no further force or effect as of the Effective Date, and AMA hereby covenants and agrees that it shall not attempt to enforce, or threaten to enforce, Section 9.1 against Aldrich at any time, whether in California or in any other jurisdiction. AMA further agrees that it shall not raise or assert the non-competition provision set forth in Section 9.1 of the Employment Agreement as a basis for any claim, defense, or counterclaim against Aldrich in any proceeding, whether judicial, arbitral, or administrative.

5.2 Non-Solicitation of Employees (Section 9.2) — Modified. Section 9.2 of the Employment Agreement (the "Non-Solicitation of Employees" provision) is hereby modified as follows:

(a) Original Term. Section 9.2, as originally drafted, imposed a restriction on solicitation of AMA employees for a period of twenty-four (24) months following the termination of Aldrich's employment.

(b) Modified Term. As modified by this Agreement, the non-solicitation restriction set forth in Section 9.2 shall remain in effect for a period of twelve (12) months from the Effective Date of this Agreement (i.e., through approximately January 2025, subject to the actual Effective Date).

(c) Scope (Unchanged). The scope of the non-solicitation restriction remains unchanged from Section 9.2 of the Employment Agreement. Specifically, during the Modified Term, Aldrich shall not, directly or indirectly, solicit, recruit, entice, hire, or induce, or attempt to solicit, recruit, entice, hire, or induce, any employee of AMA with whom Aldrich worked or had material professional interaction within the twelve (12) months preceding Aldrich's termination date of October 14, 2022, to leave AMA's employment or to accept employment or engagement with any other person or entity.

(d) Expiration. Upon the expiration of the twelve (12) month Modified Term, Aldrich's obligations under Section 9.2 of the Employment Agreement, as modified by this Section 5.2, shall terminate and be of no further force or effect, and Aldrich shall be free to solicit, recruit, hire, or engage any former or current employee of AMA without restriction under this Agreement or the Employment Agreement.

5.3 Non-Solicitation of Business Relationships (Section 9.3) — Modified. Section 9.3 of the Employment Agreement (the "Non-Solicitation of Business Relationships" provision) is hereby modified as follows:

(a) Original Term. Section 9.3, as originally drafted, imposed a restriction on solicitation of AMA's business relationships for a period of twenty-four (24) months following the termination of Aldrich's employment.

(b) Modified Term. As modified by this Agreement, the business non-solicitation restriction set forth in Section 9.3 shall remain in effect for a period of twelve (12) months from the Effective Date of this Agreement.

(c) Scope (Unchanged). The scope of the business non-solicitation restriction remains unchanged from Section 9.3 of the Employment Agreement. Specifically, during the Modified Term, Aldrich shall not, directly or indirectly, solicit, contact, divert, or entice away, or attempt to solicit, contact, divert, or entice away, any network, platform, distributor, advertiser, sponsor, or other client or business partner of AMA with whom Aldrich had material contact or for whom Aldrich had primary or shared responsibility during the twenty-four (24) months preceding Aldrich's termination date of October 14, 2022, for the purpose of providing services competitive with those provided by AMA.

(d) Expiration. Upon the expiration of the twelve (12) month Modified Term, Aldrich's obligations under Section 9.3 of the Employment Agreement, as modified by this Section 5.3, shall terminate and be of no further force or effect.

5.4 Confidentiality (Section 9.4) — Unchanged. Section 9.4 of the Employment Agreement (the "Confidentiality" provision) remains in full force and effect and is not modified, amended, or superseded by this Agreement. The Parties acknowledge and agree that Section 9.4 of the Employment Agreement, which imposes an indefinite obligation on Aldrich to maintain the confidentiality of all Confidential Information (as defined therein), including, without limitation, proprietary content, show formats, revenue data, talent agreements, audience analytics, strategic plans, financial projections, and all information designated as confidential by the Company, survives the termination of Aldrich's employment and is not affected, diminished, or impaired by this Agreement or the releases set forth in Article 4. The Parties further agree that Section 9.4 of the Employment Agreement constitutes a material term of this Agreement, and Aldrich's compliance with Section 9.4 is a material inducement for AMA to enter into this Agreement and provide the consideration set forth herein.

5.5 Remedies for Breach of Modified Restrictive Covenant. In the event of a breach or threatened breach by either Party of any provision of this Article 5, the non-breaching Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and/or monetary damages, in addition to any other remedies available at law or in equity. The Parties acknowledge and agree that a breach of any provision of this Article 5 would cause irreparable harm to the non-breaching Party that could not be adequately compensated by monetary damages alone, and that injunctive relief is therefore an appropriate remedy. The prevailing party in any action or proceeding to enforce any provision of this Article 5 shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action or proceeding.

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 certify in writing the complete deletion and destruction of, all documents, files, data, materials, records, correspondence, and information in his possession, custody, or control (including materials stored on personal devices, personal computers, external hard drives, USB drives, cloud storage services, email accounts, and any other storage media) that constitute or contain Confidential Information as defined in Section 9.4 of the Employment Agreement. Without limiting the generality of the foregoing, the materials to be returned or destroyed include:

(a) all documents, emails, attachments, and files transmitted from Aldrich's AMA email account (galdrich@aureliusmedia.com) to his personal email account (galdrich.private@Northgate Software.com), and all copies, derivatives, or reproductions thereof in any format;

(b) all documents, emails, attachments, and files transmitted to, received from, or shared with Halcyon Creek Productions LLC (info@halcyoncreekprod.com), and all copies, derivatives, or reproductions thereof in any format;

(c) all show format bibles, including, without limitation, the show format bibles for the programs titled "Apex Endurance," "The Remix," and "Untamed West";

(d) all pilot sizzle reels, including the two pilot sizzle reels identified in AMA's discovery responses in the Litigation;

(e) the "Summit Challenge" revenue model and all financial projections, revenue analyses, and audience analytics related thereto;

(f) all talent deal terms, talent agreements, and talent-related financial information of AMA;

(g) all other show concepts, pilot scripts, audience analytics, revenue projections, strategic plans, marketing materials, and proprietary materials of AMA; and

(h) all copies of any of the foregoing in any format, whether electronic, hard copy, or otherwise.

6.2 Certification of Compliance. Within ten (10) business days of the Effective Date, Aldrich shall provide AMA (care of Gregory Tanaka at gtanaka@aureliusmedia.com, with a copy to Renata Vasquez at rvasquez@calderwoodharkness.com) with a written certification, substantially in the form attached hereto as Exhibit D, signed by Aldrich under penalty of perjury pursuant to California Code of Civil Procedure Section 2015.5, confirming that: (a) he has returned to AMA or permanently deleted and destroyed all materials described in Section 6.1; (b) he does not retain any copies, reproductions, summaries, or derivatives of such materials in any format whatsoever; and (c) he has not provided any such materials to any third party other than his attorneys, Whitfield & Associates, who shall be subject to the same obligation to return or destroy such materials. AMA reserves the right to verify Aldrich's compliance with this Article 6 through reasonable forensic monitoring tools or procedures conducted by AMA's IT security team or a qualified third-party forensic examiner, at AMA's expense; provided, however, that any such verification shall be conducted in a manner that is reasonable, non-intrusive, and respectful of Aldrich's personal privacy.

6.3 Ongoing Obligation. Aldrich's obligations under this Article 6 are in addition to, and not in limitation of, his ongoing confidentiality obligations under Section 5.4 of this Agreement (incorporating Section 9.4 of the Employment Agreement). If, following Aldrich's delivery of the certification described in Section 6.2, Aldrich discovers any additional documents, files, or materials in his possession that constitute or contain Confidential Information, Aldrich shall promptly return such materials to AMA or permanently delete and destroy them, and shall promptly notify AMA in writing of such discovery and the disposition of such materials.

ARTICLE 7 — DISMISSAL OF LITIGATION

7.1 Stipulation for Dismissal. Within seven (7) business days of the Effective Date, the Parties, through their respective counsel, shall execute and file a Stipulation for Dismissal with Prejudice (substantially in the form attached hereto as Exhibit C) of the Action (Aldrich v. Aurelius Media Americas Inc.) and the Cross-Action (Aurelius Media Americas Inc. v. Aldrich), Case No. 22STCV41087, in the Superior Court of the State of California, County of Los Angeles, assigned to the Honorable Catherine Villanueva, Department 52. The Stipulation shall provide for dismissal of all claims and cross-claims with prejudice, with each Party to bear its own attorneys' fees and costs in the Litigation.

7.2 Request for Dismissal. Promptly following execution of the Stipulation for Dismissal, the Parties, through their respective counsel, shall file a Request for Dismissal (Judicial Council Form CIV-110) with the Clerk of the Superior Court requesting dismissal of the entire Action and Cross-Action with prejudice. Each Party's counsel shall cooperate in the preparation and filing of the Request for Dismissal and any related documents required by the Court. Each Party shall bear its own attorneys' fees and costs incurred in connection with the Litigation, including, without limitation, all fees and costs incurred through the date of dismissal.

ARTICLE 8 — NON-DISPARAGEMENT

8.1 Mutual Non-Disparagement. For a period of three (3) years from the Effective Date, neither Party shall, directly or indirectly, make, publish, or cause to be made or published, any public or private statement, whether oral, written, electronic, or otherwise, that is disparaging, defamatory, derogatory, or damaging to the reputation, business, or professional standing of the other Party. With respect to AMA, this non-disparagement obligation extends to, and shall be binding upon, AMA's officers (including, without limitation, Jonathan Mercer, Lorraine Okafor, Gregory Tanaka, and Dwayne Prescott) and authorized corporate spokespersons, in their capacity as representatives of AMA. AMA shall take reasonable steps to inform such individuals of this obligation. With respect to Aldrich, this non-disparagement obligation applies to Aldrich personally and to any statements made by him, on his behalf, or at his direction.

8.2 Exceptions. The non-disparagement obligation set forth in Section 8.1 shall not prohibit or restrict:

(a) truthful statements made in connection with legal proceedings, regulatory filings, or governmental investigations, including, without limitation, testimony under oath, declarations, affidavits, deposition testimony, and statements made in response to lawful legal process such as subpoenas, court orders, or interrogatories;

(b) truthful statements made to regulatory bodies, law enforcement agencies, or government agencies in connection with the filing of a charge, complaint, or report, or in connection with an investigation or proceeding conducted by such body or agency;

(c) statements made in confidence to legal counsel, accountants, tax advisors, or financial advisors in connection with the receipt of professional advice;

(d) statements required by applicable law, regulation, court order, subpoena, or other lawful legal process, provided that the disclosing Party shall, to the extent practicable and legally permissible, provide the other Party with reasonable prior written notice of such required disclosure.

8.3 Enforcement. A breach of any provision of this Article 8 shall constitute a material breach of this Agreement, entitling the non-breaching Party to seek temporary, preliminary, and permanent injunctive relief and/or monetary damages, in addition to any other remedies available at law or in equity. The Parties acknowledge that a breach of this Article 8 may cause irreparable harm that cannot be adequately compensated by monetary damages alone.

ARTICLE 9 — NEUTRAL REFERENCE

9.1 Reference Agreement. AMA agrees to provide a neutral employment reference for Aldrich upon request from prospective employers, recruiters, or other persons or entities seeking a reference regarding Aldrich's employment with AMA. The neutral reference shall confirm only the following information: (a) Aldrich's dates of employment with AMA (September 5, 2017 through October 14, 2022); (b) Aldrich's title at separation (Senior Vice President of Original Content & Executive Producer); and (c) eligibility for rehire: neutral. The reference shall not include any commentary on the reasons for Aldrich's separation, the quality of his performance, or any other information beyond the items listed in clauses (a) through (c) above. All reference inquiries regarding Aldrich's employment with AMA shall be directed to Lorraine Okafor, Senior Vice President, Human Resources, Aurelius Media Americas Inc., or her designee.

9.2 Internal Communications. AMA shall take reasonable steps to instruct its officers, human resources personnel, and any other employees who may receive reference inquiries regarding Aldrich to provide only the neutral reference described in Section 9.1 in response to any external inquiry regarding Aldrich's employment with AMA. AMA shall not voluntarily provide any additional information regarding Aldrich's employment, performance, or separation to any prospective employer, recruiter, or other external party without Aldrich's prior written consent.

ARTICLE 10 — CONFIDENTIALITY OF SETTLEMENT TERMS

10.1 Confidentiality. The Parties agree that the terms and conditions of this Agreement, including, without limitation, the Settlement Payment amount, the RSU acceleration terms set forth in Article 3, all financial details and tax allocation provisions, and the specific terms of the Modified Restrictive Covenant provisions, are and shall remain strictly confidential. Neither Party shall disclose, reveal, or communicate the terms of this Agreement to any third party, except as follows:

(a) to the Party's attorneys, accountants, tax advisors, and financial advisors, on a need-to-know basis and subject to a corresponding obligation of confidentiality;

(b) to the Party's immediate family members, including spouse and domestic partner (as to Aldrich), or to AMA's and AGMG's senior management, executive officers, and Board of Directors (as to AMA and AGMG), on a need-to-know basis and subject to a corresponding obligation of confidentiality;

(c) as required by applicable law, regulation, legal process, court order, or subpoena (including, without limitation, any securities disclosure obligations of AGMG as a publicly listed company on the London Stock Exchange), provided that the disclosing Party shall, to the extent practicable and legally permissible, provide the other Party with reasonable prior written notice of such required disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure;

(d) as necessary to enforce the terms of this Agreement in any legal proceeding;

(e) to AMA's insurers, including Pemberton Mutual Assurance Co. and Redcliffe Specialty Insurance Ltd., and to AMA's insurance broker, Kestrel Risk Advisors Ltd., to the extent necessary in connection with insurance coverage, claims, or reporting obligations;

(f) to AMA's external auditor, Graystone & Parr LLP, to the extent necessary for financial reporting, accounting, and audit purposes.

10.2 Permitted Disclosure — Existence. Notwithstanding the confidentiality obligations set forth in Section 10.1, the Parties may acknowledge the existence of a settlement and the dismissal of the Litigation in response to inquiries from third parties. However, neither Party shall disclose the financial terms of the settlement, the Settlement Payment amount, the RSU acceleration terms, or any other specific provisions of this Agreement without the prior written consent of the other Party, unless such disclosure is required by law or is otherwise expressly permitted under Section 10.1.

ARTICLE 11 — REPRESENTATIONS AND WARRANTIES

11.1 By Aldrich. Aldrich hereby represents and warrants to AMA as follows:

(a) Aldrich has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of any claim, demand, right, or interest released or waived in this Agreement to any person or entity;

(b) Aldrich has the full legal authority and capacity to enter into this Agreement and to perform all of his obligations hereunder;

(c) Aldrich has carefully read this Agreement in its entirety and fully understands all of its terms, conditions, and consequences;

(d) Aldrich has been represented by counsel of his own choosing, specifically Whitfield & Associates (Cameron Whitfield and Julia Nazarian), throughout the negotiation, preparation, and execution of this Agreement, and has had a full and adequate opportunity to consult with such counsel regarding the meaning, effect, and consequences of every provision of this Agreement;

(e) Aldrich enters into this Agreement voluntarily and of his own free will, without coercion, duress, fraud, or undue influence of any kind by AMA, its officers, agents, attorneys, or any other person;

(f) Aldrich does not have a pending workers' compensation claim against AMA or any of its affiliates, and no workers' compensation claim has been filed by or on behalf of Aldrich against AMA at any time;

(g) Aldrich has not filed any charge, complaint, grievance, or action with any federal, state, or local governmental or administrative agency (including, without limitation, the Equal Employment Opportunity Commission, the California Civil Rights Department, the California Labor Commissioner, or the California Division of Occupational Safety and Health) regarding his employment with AMA, the terms and conditions of his employment, or the termination of his employment, other than the Litigation; and to the extent any such charge, complaint, or grievance exists or has been filed, Aldrich hereby withdraws such charge, complaint, or grievance with prejudice.

11.2 By AMA. AMA hereby represents and warrants to Aldrich as follows:

(a) AMA has the full corporate authority and power to enter into this Agreement and to perform all of its obligations hereunder, and Gregory Tanaka, Vice President, Legal & Compliance, is duly authorized to execute this Agreement on behalf of AMA;

(b) AMA has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of any claim, demand, right, or interest released or waived in this Agreement to any person or entity;

(c) the execution, delivery, and performance of this Agreement by AMA has been duly authorized by all necessary corporate action, including any required approvals by AMA's Board of Directors, senior management, or parent company, AGMG;

(d) AMA has been represented by counsel of its own choosing, specifically Calderwood & Harkness LLP (Renata Vasquez, Bernard Crawford, Devon Archer, and Nadia Petrov), throughout the negotiation, preparation, and execution of this Agreement, and has had a full and adequate opportunity to consult with such counsel regarding the meaning, effect, and consequences of every provision of this Agreement.

ARTICLE 12 — EXPENSE REIMBURSEMENT

12.1 Resolution of Expense Claim. Aldrich's claim for unreimbursed business expenses under California Labor Code Section 2802, in the amount of Twenty-Eight Thousand Four Hundred Dollars ($28,400), as asserted in the Fifth Cause of Action of the Complaint in the Action, is hereby fully and finally resolved by this Agreement. The Settlement Payment set forth in Section 2.1 includes full and final consideration for, and resolution of, Aldrich's expense reimbursement claim, and Aldrich acknowledges and agrees that the Settlement Payment constitutes complete satisfaction of any and all claims for unreimbursed business expenses. AMA shall have no further obligation to reimburse Aldrich for any business expenses incurred during or in connection with his employment with AMA.

ARTICLE 13 — NO REHIRE

13.1 No Obligation to Rehire. Nothing in this Agreement shall be construed as obligating AMA, AGMG, or any of their respective parents, subsidiaries, or affiliates to rehire, re-engage, or offer future employment, engagement, or consulting services to Aldrich at any time. Aldrich acknowledges and agrees that he will not apply for, seek, or accept employment, engagement, or a consulting arrangement with AMA, AGMG, or any of their respective parents, subsidiaries, or affiliates. In the event that Aldrich applies for or seeks such employment or engagement in violation of this Section 13.1, AMA and its affiliates shall have no obligation to consider such application and may reject it without liability.

ARTICLE 14 — GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement, including 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, representations, warranties, negotiations, discussions, correspondence, and understandings between the Parties, whether oral or written, relating to such subject matter. The Employment Agreement is superseded by this Agreement to the extent of any conflict or inconsistency between the terms of the Employment Agreement and the terms of this Agreement; provided, however, that Section 9.4 of the Employment Agreement (Confidentiality) remains in full force and effect as provided in Section 5.4 of this Agreement. No statement, representation, warranty, covenant, or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change, or restrict, the express terms and provisions of this Agreement.

14.2 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Parties. No oral modification, amendment, or waiver shall be effective, regardless of any course of dealing between the Parties.

14.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to its conflict of laws principles or choice of law rules that would result in the application of the laws of any other jurisdiction. The Parties acknowledge that this governing law provision supersedes Section 14.3 of the Employment Agreement (which selected New York law as the governing law) for all purposes relating to this Agreement and the Modified Restrictive Covenant provisions set forth in Article 5.

14.4 Jurisdiction and Venue. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively in the Superior Court of the State of California, County of Los Angeles, or, if federal jurisdiction exists, in the United States District Court for the Central District of California. Each Party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue in Los Angeles County, California, including any objection based on inconvenient forum.

14.5 Severability. If any provision of this Agreement, or the application of any provision to any person, Party, or circumstance, is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect and shall not be affected, impaired, or invalidated thereby. In the event that any provision is held invalid, illegal, or unenforceable, the Parties agree that such provision shall be modified by the court to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the original intent of the Parties as expressed in this Agreement.

14.6 Waiver. The failure of either Party to enforce any provision of this Agreement at any time, or to exercise any right or remedy provided herein, shall not constitute a waiver of such provision, right, or remedy, or of the right to enforce such provision, right, or remedy at a later time. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party.

14.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile signatures and electronic signatures transmitted by portable document format (PDF) shall be deemed original signatures for all purposes.

14.8 Attorneys' Fees. Except as expressly provided in Section 5.5 of this Agreement (prevailing party attorneys' fees in actions to enforce the Modified Restrictive Covenant provisions), each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Litigation and the negotiation, preparation, and execution of this Agreement.

14.9 Construction. This Agreement has been negotiated by the Parties and their respective counsel, and shall be construed as a whole, according to its fair meaning, and not strictly for or against any Party. This Agreement shall not be construed against any Party solely because that Party or its counsel drafted or prepared this Agreement or any provision hereof. The rule of construction set forth in California Civil Code Section 1654 shall not apply to this Agreement. Headings and article and section titles are included for convenience of reference only and shall not be used to interpret, construe, or limit any provision of this Agreement.

14.10 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and assigns.

14.11 Notices. All notices, demands, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received: (a) upon delivery, if delivered personally by hand; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), with delivery confirmation; or (c) upon transmission, if sent by email with confirmation of receipt. Notices shall be addressed as follows:

If to AMA:

Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069

Email: gtanaka@aureliusmedia.com

With a copy (which shall not constitute notice) to:

Renata Vasquez, Partner Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017

Email: rvasquez@calderwoodharkness.com

If to Aldrich:

Gavin Aldrich 1140 Tower Road Beverly Hills, California 90210

With a copy (which shall not constitute notice) to:

Cameron Whitfield, Principal Whitfield & Associates 9465 Wilshire Boulevard, Suite 320 Beverly Hills, California 90212

Email: cwhitfield@whitfieldlaw.com

Either Party may change its notice address by providing written notice to the other Party in accordance with this Section 14.11.

14.12 Cooperation. The Parties agree to cooperate reasonably and in good faith to effectuate the purposes and intent of this Agreement, including, without limitation, executing and delivering any additional documents, instruments, certifications, or agreements as may be reasonably necessary or desirable to carry out the terms of this Agreement and to consummate the transactions contemplated hereby. Each Party shall take all actions and do all things reasonably necessary to implement the provisions of this Agreement promptly and efficiently.

ARTICLE 15 — ACKNOWLEDGMENT OF VOLUNTARINESS

15.1 Voluntary Execution. Each Party acknowledges and confirms that it has carefully read this Agreement in its entirety, that it fully understands all of the terms, conditions, and provisions of this Agreement, that it is entering into this Agreement knowingly and voluntarily, without coercion, duress, fraud, or undue influence of any kind, and that it has been given a reasonable and adequate opportunity to review, consider, and evaluate the terms of this Agreement before executing it. Each Party further acknowledges that it has had a full and fair opportunity to negotiate the terms of this Agreement.

15.2 Advice of Counsel. Each Party acknowledges and confirms that it has been represented by competent legal counsel of its own choosing throughout all negotiations leading to the execution of this Agreement and has received advice from such counsel regarding the meaning, effect, and legal consequences of this Agreement and each provision hereof. Each Party has had a full and adequate opportunity to ask questions of its counsel and to discuss any concerns regarding this Agreement with its counsel.

15.3 No Reliance on Other Party's Representations. Each Party acknowledges and confirms that in entering into this Agreement, it does not rely upon, and has not been induced by, any representation, promise, statement, warranty, or agreement made by the other Party, or by any officer, director, employee, agent, attorney, or representative of the other Party, other than those representations, warranties, and agreements expressly set forth in this Agreement. Each Party assumes the risk of any mistake of fact or law, and agrees that this Agreement shall not be subject to rescission or modification on the basis of any such mistake.

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the dates set forth below.

AURELIUS MEDIA AMERICAS INC.

By: ________

Name: Gregory Tanaka

Title: Vice President, Legal & Compliance

Date: ________

GAVIN ALDRICH

________________________________________

Gavin Aldrich, individually

Date: ________

APPROVED AS TO FORM:

CALDERWOOD & HARKNESS LLP Counsel for Aurelius Media Americas Inc.

By: ________

Renata Vasquez, Partner 777 South Flower Street, Suite 4200 Los Angeles, California 90017

WHITFIELD & ASSOCIATES Counsel for Gavin Aldrich

By: ________

Cameron Whitfield, Principal 9465 Wilshire Boulevard, Suite 320 Beverly Hills, California 90212

LIST OF EXHIBITS

The following Exhibits are referenced in this Agreement and shall be attached hereto and incorporated herein by reference upon finalization:

VERSION 2 — NEAR-FINAL DRAFT — January 8, 2024

REMAINING OPEN POINTS: (1) Tax Allocation — Section 2.2; (2) RSU Vesting Timing — Section 3.2. All other terms agreed.

Prepared by Calderwood & Harkness LLP — C&H Matter No. 1017-00004

DRAFT — FOR SETTLEMENT PURPOSES ONLY — NOT FOR FILING

Exhibit	Description	Status
Exhibit A	Employment Agreement dated September 5, 2017	To be attached
Exhibit B	First Amendment to Employment Agreement dated August 1, 2020	To be attached
Exhibit C	Form of Stipulation for Dismissal with Prejudice	To be attached
Exhibit D	Form of Certification of Compliance (Return of Materials)	To be attached
Exhibit E	Wire Transfer Instructions (to be provided by Aldrich)	Pending

CONFIDENTIAL — SUBJECT TO CAL. EVID. CODE § 1152 / SETTLEMENT COMMUNICATION
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
NEAR-FINAL DRAFT — VERSION 2
January 8, 2024
DRAFT — FOR SETTLEMENT PURPOSES ONLY — NOT FOR FILING
Prepared by Calderwood & Harkness LLP, Matter No. 1017-00004
Incorporates revisions agreed upon from Version 1 redline dated January 5, 2024. Remaining open points identified in brackets: [OPEN — Tax Allocation] and [OPEN — RSU Vesting Timing]. All other terms have been agreed by the Parties.
This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of the date of the last signature below (the "Effective Date"), by and between:
Aurelius Media Americas Inc. ("AMA" or the "Company"), a Delaware corporation qualified to do business in the State of California, with its principal office at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, acting by and through its Vice President, Legal & Compliance, Gregory Tanaka, duly authorized signatory;
and
Gavin Aldrich ("Aldrich"), an individual residing at 1140 Tower Road, Beverly Hills, California 90210.
AMA and Aldrich are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Employment Relationship. Aldrich was employed by AMA from September 5, 2017 through October 14, 2022. At the time of his termination, Aldrich held the title of Senior Vice President of Original Content & Executive Producer. Aldrich's employment was governed by that certain Employment Agreement dated September 5, 2017, by and between AMA and Aldrich, as amended by the First Amendment to Employment Agreement dated August 1, 2020 (collectively, the "Employment Agreement"). At the time of his termination, Aldrich's annual base salary was Four Hundred Eighty-Five Thousand Dollars ($485,000). Aldrich's last annual performance bonus, for fiscal year 2021, was Two Hundred Twenty-Five Thousand Dollars ($225,000). During the term of his employment, Aldrich was granted 42,500 restricted stock units ("RSUs") of Aurelius Global Media Group PLC ("AGMG"), AMA's parent company, pursuant to the Employment Agreement and AGMG's equity compensation plan. Of those 42,500 RSUs, 15,300 remained unvested at the time of Aldrich's termination.
B. Termination. On October 14, 2022, AMA terminated Aldrich's employment "for cause" pursuant to Section 7.2(b) of the Employment Agreement. AMA's stated grounds for the for-cause termination were: (i) material violation of AMA's Acceptable Use and Confidentiality Policy, based on Aldrich's alleged transmission of proprietary show concepts, pilot scripts, audience analytics, revenue projections, and talent deal terms from his AMA email account to a personal email account (galdrich.private@Northgate Software.com) and to a third-party production company, Halcyon Creek Productions LLC; and (ii) insubordination, based on Aldrich's alleged refusal to comply with a directive from AMA President Jonathan Mercer regarding the restructuring of AMA's Unscripted Programming Division. Aldrich disputes the "for cause" designation in its entirety and contends that the termination was pretextual and retaliatory.
C. Litigation. On December 9, 2022, Aldrich filed a Complaint against AMA in the Superior Court of the State of California, County of Los Angeles, Case No. 22STCV41087, assigned to the Honorable Catherine Villanueva, Department 52 (the "Action"). In the Action, Aldrich asserted claims 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 (seeking a declaration that the non-competition clause set forth in Section 9.1 of the Employment Agreement is void and unenforceable under California Business and Professions Code Section 16600); and (5) Violation of California Labor Code Section 2802 (failure to reimburse business expenses). On January 20, 2023, AMA filed an Answer to the Complaint and a Cross-Complaint against Aldrich (the "Cross-Action"), asserting claims 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 a First Amended Cross-Complaint, which removed the reference to Section 9.1 from the First Cause of Action caption and clarified that AMA does not seek to enforce the non-competition clause set forth in Section 9.1 of the Employment Agreement. The Action and Cross-Action are collectively referred to herein as the "Litigation."
D. Mediation. The Parties participated in mediation before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., 1925 Century Park East, Suite 1700, Los Angeles, California 90067. A combined mediation session was held on September 8, 2023, during which the Aldrich matter was addressed alongside a related class action matter; the Aldrich component did not resolve at that session. A standalone mediation session devoted exclusively to the Aldrich matter was held on December 8, 2023. During and following the December 8, 2023 session, the Parties reached an agreement in principle on the terms set forth in this Agreement.
E. Desire to Resolve. The Parties desire to fully and finally resolve all claims, cross-claims, counterclaims, and disputes between them arising from or relating to Aldrich's employment with AMA, the termination of that employment, and the Litigation, without any admission of liability, fault, or wrongdoing by either Party. Each Party has been represented by competent legal counsel throughout the negotiation and preparation of this Agreement. AMA has been represented by Calderwood & Harkness LLP (Renata Vasquez, Bernard Crawford, Devon Archer, and Nadia Petrov), 777 South Flower Street, Suite 4200, Los Angeles, California 90017. Aldrich has been represented by Whitfield & Associates (Cameron Whitfield and Julia Nazarian), 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212.
F. No Admission. This Agreement does not constitute, and shall not be construed as, an admission of liability, wrongdoing, or violation of any law, regulation, contract, or duty by either Party. The Parties enter into this Agreement solely for the purpose of compromising disputed claims and avoiding the burden, expense, and uncertainty of continued litigation.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and 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 terms used in this Agreement but not defined in this Article 1 shall have the meanings assigned to them elsewhere in this Agreement.
1.1 "Action" means the action titled Aldrich v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Case No. 22STCV41087.
1.2 "Cross-Action" means the Cross-Complaint filed by AMA against Aldrich in Case No. 22STCV41087, as amended by the First Amended Cross-Complaint filed on April 5, 2023.
1.3 "Effective Date" means the date on which both Parties have executed this Agreement, as reflected by the later of the two dates set forth in the signature blocks below.
1.4 "Employment Agreement" means the Employment Agreement dated September 5, 2017, by and between AMA and Aldrich, as amended by the First Amendment to Employment Agreement dated August 1, 2020, copies of which are attached hereto as Exhibit A and Exhibit B, respectively.
1.5 "Litigation" means, collectively, the Action and the Cross-Action.
1.6 "AGMG" means Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667; London Stock Exchange ticker: AGMG), which is the direct parent company of AMA.
1.7 "RSUs" means restricted stock units of AGMG granted to Aldrich under or in connection with the Employment Agreement and AGMG's equity compensation plan.
1.8 "Confidential Information" has the meaning ascribed to that term in Section 9.4 of the Employment Agreement.
1.9 "Settlement Payment" means the payment described in Section 2.1 of this Agreement.
1.10 "Modified Restrictive Covenant" means the restrictive covenant provisions of the Employment Agreement as modified by Article 5 of this Agreement.
ARTICLE 2 — SETTLEMENT PAYMENT
2.1 Payment Amount. In consideration of the mutual covenants and releases set forth in this Agreement, AMA shall pay to Aldrich the total sum of Two Million Three Hundred Fifty Thousand Dollars ($2,350,000) (the "Settlement Payment"), less applicable withholdings as set forth in Section 2.2, within twenty-one (21) calendar days of the Effective Date. The Settlement Payment shall be made in a single lump sum by wire transfer of immediately available funds to the account designated by Aldrich in the wire transfer instructions attached hereto as Exhibit E (to be provided by Aldrich prior to execution). Payment shall be deemed made on the date the wire transfer is initiated by AMA's bank. AMA shall notify Aldrich's counsel in writing (by email to Cameron Whitfield at cwhitfield@whitfieldlaw.com) upon initiation of the wire transfer.
2.2 Tax Allocation.
[OPEN — Tax Allocation]
The Parties have agreed in principle to a wage/non-wage allocation of the Settlement Payment. AMA proposed a 50% wage / 50% non-wage allocation. Aldrich proposed a 40% wage / 60% non-wage allocation. The Parties are currently discussing a compromise allocation of 45% wage / 55% non-wage. Final allocation percentages and corresponding dollar amounts to be inserted upon agreement of the Parties.
Subject to the Parties' agreement on the final allocation percentages, the Settlement Payment shall be allocated and reported for tax purposes as follows:
(a) Wage Component. []% of the Settlement Payment, equal to $[__] (the "Wage Component"), shall be allocated to back pay, severance-equivalent compensation, and pro-rata bonus. The Wage Component shall be subject to all applicable federal, state, and local income tax withholding, employee's share of Social Security (FICA) withholding, employee's share of Medicare withholding, California State Disability Insurance (SDI) withholding, and any other required employment tax withholdings. AMA shall report the Wage Component, and all related withholdings, on IRS Form W-2 (or any successor form) issued to Aldrich for tax year 2024.
(b) Non-Wage Component. []% of the Settlement Payment, equal to $[__] (the "Non-Wage Component"), shall be allocated to emotional distress damages, general settlement consideration, and other non-wage damages. The Non-Wage Component shall not be subject to employment tax withholding. AMA shall report the Non-Wage Component on IRS Form 1099-MISC (or any successor form) issued to Aldrich for tax year 2024. Aldrich shall be solely responsible for payment of any federal, state, or local income taxes due on the Non-Wage Component.
(c) Employer Taxes. AMA shall bear and pay the employer's share of FICA taxes, Medicare taxes, and any other employer-side payroll taxes applicable to the Wage Component. Such employer-side taxes shall not be deducted from the Settlement Payment.
2.3 Tax Indemnification. Each Party shall be solely responsible for the payment of any taxes, penalties, interest, or assessments imposed upon such Party by any federal, state, or local taxing authority with respect to the Settlement Payment or any portion thereof. Aldrich acknowledges and agrees that neither AMA nor its counsel, Calderwood & Harkness LLP, has provided, or is providing, tax advice to Aldrich regarding the tax treatment or consequences of the Settlement Payment or any other consideration received under this Agreement. Aldrich has been advised to, and has had the opportunity to, consult with his own independent tax advisor regarding the tax consequences of this Agreement, including the allocation set forth in Section 2.2. The Parties agree to report the Settlement Payment consistently with the allocation set forth in Section 2.2 for all federal, state, and local tax purposes, and neither Party shall take a position on any tax return, amended return, or in any proceeding before any taxing authority that is inconsistent with such allocation, unless otherwise required by a final determination of a court of competent jurisdiction or a taxing authority. In the event that either Party is audited by, or receives a notice of assessment or proposed adjustment from, the Internal Revenue Service or any state or local taxing authority with respect to the tax treatment of the Settlement Payment, such Party shall promptly notify the other Party in writing and shall cooperate reasonably with the other Party in connection with any such audit or assessment; provided, however, that neither Party shall be liable to the other Party for any taxes, penalties, interest, or other amounts assessed against the other Party as a result of any such audit or assessment.
ARTICLE 3 — RSU ACCELERATION
3.1 Acceleration of Unvested RSUs. Of the 15,300 AGMG RSUs that were unvested at the time of Aldrich's termination on October 14, 2022, AMA shall cause AGMG to accelerate the vesting of 10,200 RSUs (the "Accelerated RSUs") in accordance with the terms of this Article 3 and AGMG's equity compensation plan. The remaining 5,100 unvested RSUs (the "Forfeited RSUs") shall be permanently forfeited by Aldrich and shall be cancelled by AGMG in accordance with the terms of AGMG's equity compensation plan and any applicable share administration procedures. Aldrich acknowledges and agrees that he has no further rights, claims, or entitlements with respect to the Forfeited RSUs.
3.2 Timing of Vesting.
[OPEN — RSU Vesting Timing]
AMA proposed that vesting of the Accelerated RSUs occur upon the filing of the Stipulation for Dismissal with Prejudice in Case No. 22STCV41087. Aldrich proposed that vesting occur immediately upon execution of this Agreement by both Parties. The Parties are discussing a compromise under which vesting would occur upon the later of (a) execution of this Agreement by both Parties and (b) filing of the Stipulation for Dismissal with Prejudice. Final language to be inserted upon agreement of the Parties.
The Accelerated RSUs shall vest on [the date to be agreed — see bracketed note above]. Upon vesting, the Accelerated RSUs shall be settled in accordance with the terms of AGMG's equity compensation plan and the applicable award agreement, and shares of AGMG ordinary stock shall be delivered to Aldrich's brokerage account on record with AGMG's equity plan administrator.
3.3 Tax Treatment of RSUs. The Accelerated RSUs shall be treated as ordinary income to Aldrich upon vesting, in accordance with Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Tax withholding on the vesting of the Accelerated RSUs, including federal income tax withholding, state income tax withholding, FICA, Medicare, and any other applicable tax withholdings, shall be handled by AGMG through its equity compensation plan administrator, in coordination with AMA's Chief Financial Officer, Malcolm Dunmore. The income from the vesting of the Accelerated RSUs shall be reported on Aldrich's W-2 or equivalent tax reporting form issued by AGMG (or, if applicable, by AMA on behalf of AGMG) for the applicable tax year. Aldrich acknowledges that he is solely responsible for any additional taxes due upon the subsequent sale or disposition of any shares of AGMG ordinary stock received upon vesting of the Accelerated RSUs.
3.4 No Further Equity Obligations. Except as expressly set forth in this Article 3, Aldrich acknowledges and agrees that he has no further rights, claims, or entitlements with respect to any equity compensation, stock options, RSUs, phantom equity, profit interests, stock appreciation rights, or other equity-based awards or incentive compensation from AMA, AGMG, or any of their respective parents, subsidiaries, or affiliates, whether arising under the Employment Agreement, AGMG's equity compensation plan, or otherwise.
ARTICLE 4 — MUTUAL GENERAL RELEASE
4.1 Release by Aldrich. Aldrich, on behalf of himself and his heirs, executors, administrators, successors, and assigns, hereby irrevocably and unconditionally releases and forever discharges AMA, AGMG, and their respective parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of their respective current and former officers (including, without limitation, Sir Edmund Halesworth, Jonathan Mercer, Philippa Cartwright, Malcolm Dunmore, Lorraine Okafor, Gregory Tanaka, Dwayne Prescott, and Celine Arroyo, and Karen Fong), directors, employees, agents, representatives, insurers (including Redcliffe Specialty Insurance Ltd. and Pemberton Mutual Assurance Co.), attorneys (including Calderwood & Harkness LLP and its partners, associates, and staff), and all persons acting by, through, under, or in concert with any of them (collectively, the "AMA 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, executions, losses, expenses, attorneys' fees, costs, and liabilities of whatever kind or nature, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that Aldrich now has, has ever had, or may hereafter have against any of the AMA Released Parties, arising out of, relating to, or in any way connected with:
(a) Aldrich's employment with AMA, including all terms, conditions, and incidents of that employment;
(b) the termination of Aldrich's employment on October 14, 2022, including, without limitation, the "for cause" designation and all facts and circumstances surrounding the termination;
(c) the Employment Agreement, including all provisions thereof, and specifically including, without limitation, all restrictive covenant provisions set forth in Sections 9.1, 9.2, 9.3, and 9.4 of the Employment Agreement;
(d) the Action (Case No. 22STCV41087), including all claims asserted therein;
(e) any and all claims that were asserted or could have been asserted in the Action, including, without limitation, 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, violation of California Labor Code Section 2802, retaliation, discrimination, harassment, failure to pay wages, waiting time penalties under California Labor Code Section 203, unfair business practices under California Business and Professions Code Section 17200 et seq., intentional infliction of emotional distress, negligent infliction of emotional distress, defamation, fraud, negligent misrepresentation, promissory estoppel, quantum meruit, unjust enrichment, and any other claim arising under federal, state, or local statute, regulation, ordinance, common law, or equity.
4.2 Release by AMA. AMA, on behalf of itself and AGMG, and their respective parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of their respective current and former officers, directors, employees, agents, and representatives, hereby irrevocably and unconditionally releases and forever discharges Aldrich and his heirs, executors, administrators, attorneys (including Whitfield & Associates and its principals, associates, and staff), agents, representatives, successors, and assigns (collectively, the "Aldrich 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, executions, losses, expenses, attorneys' fees, costs, and liabilities of whatever kind or nature, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that AMA or AGMG now has, has ever had, or may hereafter have against any of the Aldrich Released Parties, arising out of, relating to, or in any way connected with:
(a) Aldrich's employment with AMA, including all terms, conditions, and incidents of that employment;
(b) the Cross-Action, including all claims asserted therein and in the First Amended Cross-Complaint;
(c) any and all claims that were asserted or could have been asserted in the Cross-Action, including, without limitation, 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 (California Civil Code Section 3426 et seq.), breach of fiduciary duty, conversion, unfair competition, unjust enrichment, and any other claim arising under federal, state, or local statute, regulation, ordinance, common law, or equity;
(d) any and all claims relating to Aldrich's transmission of proprietary materials, documents, data, or information to his personal email account (galdrich.private@Northgate Software.com), to Halcyon Creek Productions LLC (info@halcyoncreekprod.com), or to any other third party, whether known or unknown to AMA as of the Effective Date.
4.3 California Civil Code Section 1542 Waiver. Each Party acknowledges that it has been advised by its counsel of, and is familiar with, the provisions of Section 1542 of the California Civil Code, which provides:
> "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 waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code and any similar provision of law of any other jurisdiction. Each Party acknowledges that it may discover facts different from, or in addition to, those that it now knows or believes to be true with respect to the subject matter of the claims released herein, and each Party agrees that this Agreement and the releases contained herein shall be and remain effective in all respects notwithstanding the subsequent discovery of any such different or additional facts. Each Party understands and acknowledges the significance and consequence of this specific waiver of Section 1542 and assumes full responsibility for any injuries, damages, losses, or liabilities that it may incur as a result of this waiver.
4.4 Workers' Compensation. Aldrich confirms and represents that he does not have a pending workers' compensation claim against AMA or any of its affiliates. The release set forth in Section 4.1 includes a waiver of any unknown workers' compensation claims to the fullest extent permitted by law, subject to the limitations of California Labor Code Section 3602 and any other applicable provisions of the California Workers' Compensation Act.
4.5 Exclusions from Release. Notwithstanding anything to the contrary in this Article 4, the releases set forth in Sections 4.1 and 4.2 shall not extend to, and shall not affect or impair:
(a) any rights or obligations of either Party arising under or pursuant to this Agreement itself, including, without limitation, the obligation to make the Settlement Payment, the RSU acceleration provisions of Article 3, the Modified Restrictive Covenant provisions of Article 5, the return of materials obligations of Article 6, the non-disparagement obligations of Article 8, and all other covenants set forth herein;
(b) any rights to indemnification or advancement of expenses to which Aldrich may be entitled under AMA's or AGMG's certificate of incorporation, bylaws, articles of association, operating agreement, or other organizational documents, or under any applicable directors' and officers' liability insurance policy, or under applicable law, in connection with any claim asserted against Aldrich by a third party (i.e., a person or entity other than AMA or AGMG) arising out of Aldrich's service as an officer or employee of AMA; provided, however, that this exception applies only to third-party claims and does not create or preserve any right to indemnification in connection with the released claims;
(c) any vested benefits to which Aldrich is entitled under AMA's or AGMG's employee benefit plans, including, without limitation, any vested 401(k) plan benefits, health insurance continuation rights (COBRA), and any accrued but unused paid time off that was paid out at the time of termination; provided, however, that this exception does not apply to equity compensation, which is exclusively addressed in Article 3;
(d) any claims that cannot be released or waived as a matter of law, including, without limitation, the right to file a charge of discrimination with the Equal Employment Opportunity Commission or the California Civil Rights Department (although Aldrich waives any right to recover monetary relief in connection with any such charge to the fullest extent permitted by law).
ARTICLE 5 — MODIFIED RESTRICTIVE COVENANT PROVISIONS
5.1 Non-Competition (Section 9.1) — Voided. The Parties acknowledge and agree that Section 9.1 of the Employment Agreement (the "Non-Competition" provision), which imposed an eighteen (18) month post-termination restriction prohibiting Aldrich from accepting employment with, or providing services to, any "Competing Enterprise" (as defined therein) deriving twenty-five percent (25%) or more of its revenue from the production, licensing, or distribution of unscripted or reality television content in North America, is void and unenforceable under California Business and Professions Code Section 16600. Section 9.1 of the Employment Agreement shall be deemed of no further force or effect as of the Effective Date, and AMA hereby covenants and agrees that it shall not attempt to enforce, or threaten to enforce, Section 9.1 against Aldrich at any time, whether in California or in any other jurisdiction. AMA further agrees that it shall not raise or assert the non-competition provision set forth in Section 9.1 of the Employment Agreement as a basis for any claim, defense, or counterclaim against Aldrich in any proceeding, whether judicial, arbitral, or administrative.
5.2 Non-Solicitation of Employees (Section 9.2) — Modified. Section 9.2 of the Employment Agreement (the "Non-Solicitation of Employees" provision) is hereby modified as follows:
(a) Original Term. Section 9.2, as originally drafted, imposed a restriction on solicitation of AMA employees for a period of twenty-four (24) months following the termination of Aldrich's employment.
(b) Modified Term. As modified by this Agreement, the non-solicitation restriction set forth in Section 9.2 shall remain in effect for a period of twelve (12) months from the Effective Date of this Agreement (i.e., through approximately January 2025, subject to the actual Effective Date).
(c) Scope (Unchanged). The scope of the non-solicitation restriction remains unchanged from Section 9.2 of the Employment Agreement. Specifically, during the Modified Term, Aldrich shall not, directly or indirectly, solicit, recruit, entice, hire, or induce, or attempt to solicit, recruit, entice, hire, or induce, any employee of AMA with whom Aldrich worked or had material professional interaction within the twelve (12) months preceding Aldrich's termination date of October 14, 2022, to leave AMA's employment or to accept employment or engagement with any other person or entity.
(d) Expiration. Upon the expiration of the twelve (12) month Modified Term, Aldrich's obligations under Section 9.2 of the Employment Agreement, as modified by this Section 5.2, shall terminate and be of no further force or effect, and Aldrich shall be free to solicit, recruit, hire, or engage any former or current employee of AMA without restriction under this Agreement or the Employment Agreement.
5.3 Non-Solicitation of Business Relationships (Section 9.3) — Modified. Section 9.3 of the Employment Agreement (the "Non-Solicitation of Business Relationships" provision) is hereby modified as follows:
(a) Original Term. Section 9.3, as originally drafted, imposed a restriction on solicitation of AMA's business relationships for a period of twenty-four (24) months following the termination of Aldrich's employment.
(b) Modified Term. As modified by this Agreement, the business non-solicitation restriction set forth in Section 9.3 shall remain in effect for a period of twelve (12) months from the Effective Date of this Agreement.
(c) Scope (Unchanged). The scope of the business non-solicitation restriction remains unchanged from Section 9.3 of the Employment Agreement. Specifically, during the Modified Term, Aldrich shall not, directly or indirectly, solicit, contact, divert, or entice away, or attempt to solicit, contact, divert, or entice away, any network, platform, distributor, advertiser, sponsor, or other client or business partner of AMA with whom Aldrich had material contact or for whom Aldrich had primary or shared responsibility during the twenty-four (24) months preceding Aldrich's termination date of October 14, 2022, for the purpose of providing services competitive with those provided by AMA.
(d) Expiration. Upon the expiration of the twelve (12) month Modified Term, Aldrich's obligations under Section 9.3 of the Employment Agreement, as modified by this Section 5.3, shall terminate and be of no further force or effect.
5.4 Confidentiality (Section 9.4) — Unchanged. Section 9.4 of the Employment Agreement (the "Confidentiality" provision) remains in full force and effect and is not modified, amended, or superseded by this Agreement. The Parties acknowledge and agree that Section 9.4 of the Employment Agreement, which imposes an indefinite obligation on Aldrich to maintain the confidentiality of all Confidential Information (as defined therein), including, without limitation, proprietary content, show formats, revenue data, talent agreements, audience analytics, strategic plans, financial projections, and all information designated as confidential by the Company, survives the termination of Aldrich's employment and is not affected, diminished, or impaired by this Agreement or the releases set forth in Article 4. The Parties further agree that Section 9.4 of the Employment Agreement constitutes a material term of this Agreement, and Aldrich's compliance with Section 9.4 is a material inducement for AMA to enter into this Agreement and provide the consideration set forth herein.
5.5 Remedies for Breach of Modified Restrictive Covenant. In the event of a breach or threatened breach by either Party of any provision of this Article 5, the non-breaching Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and/or monetary damages, in addition to any other remedies available at law or in equity. The Parties acknowledge and agree that a breach of any provision of this Article 5 would cause irreparable harm to the non-breaching Party that could not be adequately compensated by monetary damages alone, and that injunctive relief is therefore an appropriate remedy. The prevailing party in any action or proceeding to enforce any provision of this Article 5 shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action or proceeding.
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 certify in writing the complete deletion and destruction of, all documents, files, data, materials, records, correspondence, and information in his possession, custody, or control (including materials stored on personal devices, personal computers, external hard drives, USB drives, cloud storage services, email accounts, and any other storage media) that constitute or contain Confidential Information as defined in Section 9.4 of the Employment Agreement. Without limiting the generality of the foregoing, the materials to be returned or destroyed include:
(a) all documents, emails, attachments, and files transmitted from Aldrich's AMA email account (galdrich@aureliusmedia.com) to his personal email account (galdrich.private@Northgate Software.com), and all copies, derivatives, or reproductions thereof in any format;
(b) all documents, emails, attachments, and files transmitted to, received from, or shared with Halcyon Creek Productions LLC (info@halcyoncreekprod.com), and all copies, derivatives, or reproductions thereof in any format;
(c) all show format bibles, including, without limitation, the show format bibles for the programs titled "Apex Endurance," "The Remix," and "Untamed West";
(d) all pilot sizzle reels, including the two pilot sizzle reels identified in AMA's discovery responses in the Litigation;
(e) the "Summit Challenge" revenue model and all financial projections, revenue analyses, and audience analytics related thereto;
(f) all talent deal terms, talent agreements, and talent-related financial information of AMA;
(g) all other show concepts, pilot scripts, audience analytics, revenue projections, strategic plans, marketing materials, and proprietary materials of AMA; and
(h) all copies of any of the foregoing in any format, whether electronic, hard copy, or otherwise.
6.2 Certification of Compliance. Within ten (10) business days of the Effective Date, Aldrich shall provide AMA (care of Gregory Tanaka at gtanaka@aureliusmedia.com, with a copy to Renata Vasquez at rvasquez@calderwoodharkness.com) with a written certification, substantially in the form attached hereto as Exhibit D, signed by Aldrich under penalty of perjury pursuant to California Code of Civil Procedure Section 2015.5, confirming that: (a) he has returned to AMA or permanently deleted and destroyed all materials described in Section 6.1; (b) he does not retain any copies, reproductions, summaries, or derivatives of such materials in any format whatsoever; and (c) he has not provided any such materials to any third party other than his attorneys, Whitfield & Associates, who shall be subject to the same obligation to return or destroy such materials. AMA reserves the right to verify Aldrich's compliance with this Article 6 through reasonable forensic monitoring tools or procedures conducted by AMA's IT security team or a qualified third-party forensic examiner, at AMA's expense; provided, however, that any such verification shall be conducted in a manner that is reasonable, non-intrusive, and respectful of Aldrich's personal privacy.
6.3 Ongoing Obligation. Aldrich's obligations under this Article 6 are in addition to, and not in limitation of, his ongoing confidentiality obligations under Section 5.4 of this Agreement (incorporating Section 9.4 of the Employment Agreement). If, following Aldrich's delivery of the certification described in Section 6.2, Aldrich discovers any additional documents, files, or materials in his possession that constitute or contain Confidential Information, Aldrich shall promptly return such materials to AMA or permanently delete and destroy them, and shall promptly notify AMA in writing of such discovery and the disposition of such materials.
ARTICLE 7 — DISMISSAL OF LITIGATION
7.1 Stipulation for Dismissal. Within seven (7) business days of the Effective Date, the Parties, through their respective counsel, shall execute and file a Stipulation for Dismissal with Prejudice (substantially in the form attached hereto as Exhibit C) of the Action (Aldrich v. Aurelius Media Americas Inc.) and the Cross-Action (Aurelius Media Americas Inc. v. Aldrich), Case No. 22STCV41087, in the Superior Court of the State of California, County of Los Angeles, assigned to the Honorable Catherine Villanueva, Department 52. The Stipulation shall provide for dismissal of all claims and cross-claims with prejudice, with each Party to bear its own attorneys' fees and costs in the Litigation.
7.2 Request for Dismissal. Promptly following execution of the Stipulation for Dismissal, the Parties, through their respective counsel, shall file a Request for Dismissal (Judicial Council Form CIV-110) with the Clerk of the Superior Court requesting dismissal of the entire Action and Cross-Action with prejudice. Each Party's counsel shall cooperate in the preparation and filing of the Request for Dismissal and any related documents required by the Court. Each Party shall bear its own attorneys' fees and costs incurred in connection with the Litigation, including, without limitation, all fees and costs incurred through the date of dismissal.
ARTICLE 8 — NON-DISPARAGEMENT
8.1 Mutual Non-Disparagement. For a period of three (3) years from the Effective Date, neither Party shall, directly or indirectly, make, publish, or cause to be made or published, any public or private statement, whether oral, written, electronic, or otherwise, that is disparaging, defamatory, derogatory, or damaging to the reputation, business, or professional standing of the other Party. With respect to AMA, this non-disparagement obligation extends to, and shall be binding upon, AMA's officers (including, without limitation, Jonathan Mercer, Lorraine Okafor, Gregory Tanaka, and Dwayne Prescott) and authorized corporate spokespersons, in their capacity as representatives of AMA. AMA shall take reasonable steps to inform such individuals of this obligation. With respect to Aldrich, this non-disparagement obligation applies to Aldrich personally and to any statements made by him, on his behalf, or at his direction.
8.2 Exceptions. The non-disparagement obligation set forth in Section 8.1 shall not prohibit or restrict:
(a) truthful statements made in connection with legal proceedings, regulatory filings, or governmental investigations, including, without limitation, testimony under oath, declarations, affidavits, deposition testimony, and statements made in response to lawful legal process such as subpoenas, court orders, or interrogatories;
(b) truthful statements made to regulatory bodies, law enforcement agencies, or government agencies in connection with the filing of a charge, complaint, or report, or in connection with an investigation or proceeding conducted by such body or agency;
(c) statements made in confidence to legal counsel, accountants, tax advisors, or financial advisors in connection with the receipt of professional advice;
(d) statements required by applicable law, regulation, court order, subpoena, or other lawful legal process, provided that the disclosing Party shall, to the extent practicable and legally permissible, provide the other Party with reasonable prior written notice of such required disclosure.
8.3 Enforcement. A breach of any provision of this Article 8 shall constitute a material breach of this Agreement, entitling the non-breaching Party to seek temporary, preliminary, and permanent injunctive relief and/or monetary damages, in addition to any other remedies available at law or in equity. The Parties acknowledge that a breach of this Article 8 may cause irreparable harm that cannot be adequately compensated by monetary damages alone.
ARTICLE 9 — NEUTRAL REFERENCE
9.1 Reference Agreement. AMA agrees to provide a neutral employment reference for Aldrich upon request from prospective employers, recruiters, or other persons or entities seeking a reference regarding Aldrich's employment with AMA. The neutral reference shall confirm only the following information: (a) Aldrich's dates of employment with AMA (September 5, 2017 through October 14, 2022); (b) Aldrich's title at separation (Senior Vice President of Original Content & Executive Producer); and (c) eligibility for rehire: neutral. The reference shall not include any commentary on the reasons for Aldrich's separation, the quality of his performance, or any other information beyond the items listed in clauses (a) through (c) above. All reference inquiries regarding Aldrich's employment with AMA shall be directed to Lorraine Okafor, Senior Vice President, Human Resources, Aurelius Media Americas Inc., or her designee.
9.2 Internal Communications. AMA shall take reasonable steps to instruct its officers, human resources personnel, and any other employees who may receive reference inquiries regarding Aldrich to provide only the neutral reference described in Section 9.1 in response to any external inquiry regarding Aldrich's employment with AMA. AMA shall not voluntarily provide any additional information regarding Aldrich's employment, performance, or separation to any prospective employer, recruiter, or other external party without Aldrich's prior written consent.
ARTICLE 10 — CONFIDENTIALITY OF SETTLEMENT TERMS
10.1 Confidentiality. The Parties agree that the terms and conditions of this Agreement, including, without limitation, the Settlement Payment amount, the RSU acceleration terms set forth in Article 3, all financial details and tax allocation provisions, and the specific terms of the Modified Restrictive Covenant provisions, are and shall remain strictly confidential. Neither Party shall disclose, reveal, or communicate the terms of this Agreement to any third party, except as follows:
(a) to the Party's attorneys, accountants, tax advisors, and financial advisors, on a need-to-know basis and subject to a corresponding obligation of confidentiality;
(b) to the Party's immediate family members, including spouse and domestic partner (as to Aldrich), or to AMA's and AGMG's senior management, executive officers, and Board of Directors (as to AMA and AGMG), on a need-to-know basis and subject to a corresponding obligation of confidentiality;
(c) as required by applicable law, regulation, legal process, court order, or subpoena (including, without limitation, any securities disclosure obligations of AGMG as a publicly listed company on the London Stock Exchange), provided that the disclosing Party shall, to the extent practicable and legally permissible, provide the other Party with reasonable prior written notice of such required disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure;
(d) as necessary to enforce the terms of this Agreement in any legal proceeding;
(e) to AMA's insurers, including Pemberton Mutual Assurance Co. and Redcliffe Specialty Insurance Ltd., and to AMA's insurance broker, Kestrel Risk Advisors Ltd., to the extent necessary in connection with insurance coverage, claims, or reporting obligations;
(f) to AMA's external auditor, Graystone & Parr LLP, to the extent necessary for financial reporting, accounting, and audit purposes.
10.2 Permitted Disclosure — Existence. Notwithstanding the confidentiality obligations set forth in Section 10.1, the Parties may acknowledge the existence of a settlement and the dismissal of the Litigation in response to inquiries from third parties. However, neither Party shall disclose the financial terms of the settlement, the Settlement Payment amount, the RSU acceleration terms, or any other specific provisions of this Agreement without the prior written consent of the other Party, unless such disclosure is required by law or is otherwise expressly permitted under Section 10.1.
ARTICLE 11 — REPRESENTATIONS AND WARRANTIES
11.1 By Aldrich. Aldrich hereby represents and warrants to AMA as follows:
(a) Aldrich has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of any claim, demand, right, or interest released or waived in this Agreement to any person or entity;
(b) Aldrich has the full legal authority and capacity to enter into this Agreement and to perform all of his obligations hereunder;
(c) Aldrich has carefully read this Agreement in its entirety and fully understands all of its terms, conditions, and consequences;
(d) Aldrich has been represented by counsel of his own choosing, specifically Whitfield & Associates (Cameron Whitfield and Julia Nazarian), throughout the negotiation, preparation, and execution of this Agreement, and has had a full and adequate opportunity to consult with such counsel regarding the meaning, effect, and consequences of every provision of this Agreement;
(e) Aldrich enters into this Agreement voluntarily and of his own free will, without coercion, duress, fraud, or undue influence of any kind by AMA, its officers, agents, attorneys, or any other person;
(f) Aldrich does not have a pending workers' compensation claim against AMA or any of its affiliates, and no workers' compensation claim has been filed by or on behalf of Aldrich against AMA at any time;
(g) Aldrich has not filed any charge, complaint, grievance, or action with any federal, state, or local governmental or administrative agency (including, without limitation, the Equal Employment Opportunity Commission, the California Civil Rights Department, the California Labor Commissioner, or the California Division of Occupational Safety and Health) regarding his employment with AMA, the terms and conditions of his employment, or the termination of his employment, other than the Litigation; and to the extent any such charge, complaint, or grievance exists or has been filed, Aldrich hereby withdraws such charge, complaint, or grievance with prejudice.
11.2 By AMA. AMA hereby represents and warrants to Aldrich as follows:
(a) AMA has the full corporate authority and power to enter into this Agreement and to perform all of its obligations hereunder, and Gregory Tanaka, Vice President, Legal & Compliance, is duly authorized to execute this Agreement on behalf of AMA;
(b) AMA has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of any claim, demand, right, or interest released or waived in this Agreement to any person or entity;
(c) the execution, delivery, and performance of this Agreement by AMA has been duly authorized by all necessary corporate action, including any required approvals by AMA's Board of Directors, senior management, or parent company, AGMG;
(d) AMA has been represented by counsel of its own choosing, specifically Calderwood & Harkness LLP (Renata Vasquez, Bernard Crawford, Devon Archer, and Nadia Petrov), throughout the negotiation, preparation, and execution of this Agreement, and has had a full and adequate opportunity to consult with such counsel regarding the meaning, effect, and consequences of every provision of this Agreement.
ARTICLE 12 — EXPENSE REIMBURSEMENT
12.1 Resolution of Expense Claim. Aldrich's claim for unreimbursed business expenses under California Labor Code Section 2802, in the amount of Twenty-Eight Thousand Four Hundred Dollars ($28,400), as asserted in the Fifth Cause of Action of the Complaint in the Action, is hereby fully and finally resolved by this Agreement. The Settlement Payment set forth in Section 2.1 includes full and final consideration for, and resolution of, Aldrich's expense reimbursement claim, and Aldrich acknowledges and agrees that the Settlement Payment constitutes complete satisfaction of any and all claims for unreimbursed business expenses. AMA shall have no further obligation to reimburse Aldrich for any business expenses incurred during or in connection with his employment with AMA.
ARTICLE 13 — NO REHIRE
13.1 No Obligation to Rehire. Nothing in this Agreement shall be construed as obligating AMA, AGMG, or any of their respective parents, subsidiaries, or affiliates to rehire, re-engage, or offer future employment, engagement, or consulting services to Aldrich at any time. Aldrich acknowledges and agrees that he will not apply for, seek, or accept employment, engagement, or a consulting arrangement with AMA, AGMG, or any of their respective parents, subsidiaries, or affiliates. In the event that Aldrich applies for or seeks such employment or engagement in violation of this Section 13.1, AMA and its affiliates shall have no obligation to consider such application and may reject it without liability.
ARTICLE 14 — GENERAL PROVISIONS
14.1 Entire Agreement. This Agreement, including 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, representations, warranties, negotiations, discussions, correspondence, and understandings between the Parties, whether oral or written, relating to such subject matter. The Employment Agreement is superseded by this Agreement to the extent of any conflict or inconsistency between the terms of the Employment Agreement and the terms of this Agreement; provided, however, that Section 9.4 of the Employment Agreement (Confidentiality) remains in full force and effect as provided in Section 5.4 of this Agreement. No statement, representation, warranty, covenant, or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change, or restrict, the express terms and provisions of this Agreement.
14.2 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Parties. No oral modification, amendment, or waiver shall be effective, regardless of any course of dealing between the Parties.
14.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to its conflict of laws principles or choice of law rules that would result in the application of the laws of any other jurisdiction. The Parties acknowledge that this governing law provision supersedes Section 14.3 of the Employment Agreement (which selected New York law as the governing law) for all purposes relating to this Agreement and the Modified Restrictive Covenant provisions set forth in Article 5.
14.4 Jurisdiction and Venue. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively in the Superior Court of the State of California, County of Los Angeles, or, if federal jurisdiction exists, in the United States District Court for the Central District of California. Each Party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue in Los Angeles County, California, including any objection based on inconvenient forum.
14.5 Severability. If any provision of this Agreement, or the application of any provision to any person, Party, or circumstance, is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect and shall not be affected, impaired, or invalidated thereby. In the event that any provision is held invalid, illegal, or unenforceable, the Parties agree that such provision shall be modified by the court to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the original intent of the Parties as expressed in this Agreement.
14.6 Waiver. The failure of either Party to enforce any provision of this Agreement at any time, or to exercise any right or remedy provided herein, shall not constitute a waiver of such provision, right, or remedy, or of the right to enforce such provision, right, or remedy at a later time. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party.
14.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile signatures and electronic signatures transmitted by portable document format (PDF) shall be deemed original signatures for all purposes.
14.8 Attorneys' Fees. Except as expressly provided in Section 5.5 of this Agreement (prevailing party attorneys' fees in actions to enforce the Modified Restrictive Covenant provisions), each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Litigation and the negotiation, preparation, and execution of this Agreement.
14.9 Construction. This Agreement has been negotiated by the Parties and their respective counsel, and shall be construed as a whole, according to its fair meaning, and not strictly for or against any Party. This Agreement shall not be construed against any Party solely because that Party or its counsel drafted or prepared this Agreement or any provision hereof. The rule of construction set forth in California Civil Code Section 1654 shall not apply to this Agreement. Headings and article and section titles are included for convenience of reference only and shall not be used to interpret, construe, or limit any provision of this Agreement.
14.10 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and assigns.
14.11 Notices. All notices, demands, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received: (a) upon delivery, if delivered personally by hand; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), with delivery confirmation; or (c) upon transmission, if sent by email with confirmation of receipt. Notices shall be addressed as follows:
If to AMA:
Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069
Email: gtanaka@aureliusmedia.com
With a copy (which shall not constitute notice) to:
Renata Vasquez, Partner Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017
Email: rvasquez@calderwoodharkness.com
If to Aldrich:
Gavin Aldrich 1140 Tower Road Beverly Hills, California 90210
With a copy (which shall not constitute notice) to:
Cameron Whitfield, Principal Whitfield & Associates 9465 Wilshire Boulevard, Suite 320 Beverly Hills, California 90212
Email: cwhitfield@whitfieldlaw.com
Either Party may change its notice address by providing written notice to the other Party in accordance with this Section 14.11.
14.12 Cooperation. The Parties agree to cooperate reasonably and in good faith to effectuate the purposes and intent of this Agreement, including, without limitation, executing and delivering any additional documents, instruments, certifications, or agreements as may be reasonably necessary or desirable to carry out the terms of this Agreement and to consummate the transactions contemplated hereby. Each Party shall take all actions and do all things reasonably necessary to implement the provisions of this Agreement promptly and efficiently.
ARTICLE 15 — ACKNOWLEDGMENT OF VOLUNTARINESS
15.1 Voluntary Execution. Each Party acknowledges and confirms that it has carefully read this Agreement in its entirety, that it fully understands all of the terms, conditions, and provisions of this Agreement, that it is entering into this Agreement knowingly and voluntarily, without coercion, duress, fraud, or undue influence of any kind, and that it has been given a reasonable and adequate opportunity to review, consider, and evaluate the terms of this Agreement before executing it. Each Party further acknowledges that it has had a full and fair opportunity to negotiate the terms of this Agreement.
15.2 Advice of Counsel. Each Party acknowledges and confirms that it has been represented by competent legal counsel of its own choosing throughout all negotiations leading to the execution of this Agreement and has received advice from such counsel regarding the meaning, effect, and legal consequences of this Agreement and each provision hereof. Each Party has had a full and adequate opportunity to ask questions of its counsel and to discuss any concerns regarding this Agreement with its counsel.
15.3 No Reliance on Other Party's Representations. Each Party acknowledges and confirms that in entering into this Agreement, it does not rely upon, and has not been induced by, any representation, promise, statement, warranty, or agreement made by the other Party, or by any officer, director, employee, agent, attorney, or representative of the other Party, other than those representations, warranties, and agreements expressly set forth in this Agreement. Each Party assumes the risk of any mistake of fact or law, and agrees that this Agreement shall not be subject to rescission or modification on the basis of any such mistake.
IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the dates set forth below.
AURELIUS MEDIA AMERICAS INC.
By: ________
Name: Gregory Tanaka
Title: Vice President, Legal & Compliance
Date: ________
GAVIN ALDRICH
________________________________________
Gavin Aldrich, individually
Date: ________
APPROVED AS TO FORM:
CALDERWOOD & HARKNESS LLP Counsel for Aurelius Media Americas Inc.
By: ________
Renata Vasquez, Partner 777 South Flower Street, Suite 4200 Los Angeles, California 90017
WHITFIELD & ASSOCIATES Counsel for Gavin Aldrich
By: ________
Cameron Whitfield, Principal 9465 Wilshire Boulevard, Suite 320 Beverly Hills, California 90212
LIST OF EXHIBITS
The following Exhibits are referenced in this Agreement and shall be attached hereto and incorporated herein by reference upon finalization:
VERSION 2 — NEAR-FINAL DRAFT — January 8, 2024
REMAINING OPEN POINTS: (1) Tax Allocation — Section 2.2; (2) RSU Vesting Timing — Section 3.2. All other terms agreed.
Prepared by Calderwood & Harkness LLP — C&H Matter No. 1017-00004
DRAFT — FOR SETTLEMENT PURPOSES ONLY — NOT FOR FILING
Exhibit | Description | Status
Exhibit A | Employment Agreement dated September 5, 2017 | To be attached
Exhibit B | First Amendment to Employment Agreement dated August 1, 2020 | To be attached
Exhibit C | Form of Stipulation for Dismissal with Prejudice | To be attached
Exhibit D | Form of Certification of Compliance (Return of Materials) | To be attached
Exhibit E | Wire Transfer Instructions (to be provided by Aldrich) | Pending

CONFIDENTIAL — SUBJECT TO CAL. EVID. CODE § 1152 / SETTLEMENT COMMUNICATION

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

RECITALS

AURELIUS MEDIA AMERICAS INC.

GAVIN ALDRICH

APPROVED AS TO FORM:

LIST OF EXHIBITS

Record

Parties

Dates

Amounts