doubt water he also was a founder while who's in rock the vote he was attracted to the project as was mister sharon who was a person who was involved with emus if in the ninety nine cent download had sort of quasi life fame in that music industry in the sense that these were the type of people who would be needed to form a company they could break through this huge barrier and they yes and in fact you are one of the reason i say that is because judge she herself pointed out in her opinion correctly that new york law does not apply to wages or state so the is a wage in new york says it is not there's definitely a military a local conflict and then you get to the issue of ok what factors predominate here move back to the predominates appears to be his residency in that he's a resident california it is true that there is an agreement entered into why you your law but at the outset of these agreements these gentlemen were all known to have been working from different locations at least for these two gentlemen these two gentlemen were not going to be massachusetts have a materially greater interest than new york in the execution of these option agreements but they skip over the nd application of restatements section one hundred and eighty seven dollars which is that the application of new york law would have to be greater or would have to be contrary to a fundamental policy of california or massachusetts and socially that they're arguing that these option agreements were sort of for under under their respective state labor laws and for that reason the state labor law should be applied and we should ignore the count those new york torso want to vision but we don't even need to get into a choice of law analysis if the state laws are it's clear to me at least that neither of the appellant's were w two employees neither of them have alleged that they were performing work at the direction in control  attention was in california he had a rather amorphous relationship with the company that was something of as an advisor of some sort he did not receive wages admittedly until two thousand and eleven when he stepped down so there was at some point oral contract cause of action and judge j the sided that they'd already correctly ruled d that these were barred by the statute of f s and barred by the statue of limitations so these extra contractual claims right that these are some that this is somehow all indicative of the point relationship and that spills out over the edges of the option agreements and and runs afoul of labor law is is really not supported by anything in the record we have six auction agreements each of these option agreements contain lou your choice of well provisions i knew and massachusetts for that matter in california didn't dream up these days these terminations causes these are ocean a federal law this isn't title twenty six  of the united states code which governs incentive stock options and provides for a maximum exercised period of ten years so there's this is a difference in how options are treated they're not treated as wages because they cannot be quantified at the time they're at at the time they're given they're only quantified as values at the time they are realized meaning at the time they are actually do something there is no way of knowing when these options are awarded right whether the op should be is going to realize a gain or loss and if it's a loss a gets passed through on their income right is your argument that they're either wages or not at the moment they're issued no need to see what happens after that or is your argument something well there were never realized as amount if they were to exercise them yes then they they would be entitle ment's right they would they would be transferred into a total impediment and the supreme court of california has said in shocked or at the public policy in favor d of full and prompt payment of an employee's earned wage is fundamental however nothing in the public policy of the state concerning wages transforms a contingent expectation of receiving bonuses into an entitlement so as long as these options are on realize meaning they coal it contract right this court said that in the joy case that that options are the nearly contract right and they are realized until whether d you can restrain someone's exercise of their practice in the profession so this aspect of our jorak is still preserved and the california supreme court has never has never stepped back from god i maintain that that's the good law and that's it's the same in massachusetts and in new york in new york has has held  that deferred equity based compensation of this kind constitutes as a matter of law incentive compensation not included in the definition of wages under labor law section one  one so there is no there's no reasonable basis there's no fundamental policy that's been violated by the this record str tender of money into it within the time frame contemplated by those option agreements each of them were slightly different but consistent with federal law the maximum amount of time in which exercise was ten years the minimum amount was s pecified by contract and those those minimum amount of times were variously three hundred and thirty dollars days or ninety days they were providing some form of services they allege at all relevant times however we produced it we filed a motion for summary judgment and in our motion for summary judgment we argued that they were not continuously associated without interruption as which is a requirement a precondition a contingency if you will of these stock option agreements they weren't doing any kind who recognisable service or the company we don't know exactly when they stopped providing a cognize legal service but we do know that when the original c e o jeff price stepped down in two thousand and twelve will it none of the remaining two  board members d or executives had any communication with either of these appellants about the work they were performing so they weren't doing work at the direction or request  any true core employee they were in this in effect operating as if they were outside freelancers attempting to find an investor that would convert their options into cash by by purchasing the company or by otherwise purchasing stuff and they waited they waited too long with their options expired because they were no longer rendering services on behalf of the company so as a just precious departure in two thousand and twelve each of those options expired on their terms under contract rights and that was another big us judge he said that there was some ambiguity there that she f give full force and effect to every aspect of the contract she looked at the word association and in a narrow context but didn't consider that every incentive agreement is in a sense a work that hasn't been done yet work that is for the benefit of with the company is a new york law case cited by the plaintiffs the geary case  the court held that sense of agreements incentive compensation agreements are intended to benefit the company so it is that it isn't dependent upon the work that the individual performs but how the company ultimately performs that determines its fair market value so i'm getting a bit away from my point but we felt that judge day should have granted a summary judgment in our favor so that the amount never so that this dispute didn't reach the jury in any event it did reach the jury and the jury ruled for the appellate and the jury awarded exactly what they had asked for disclosures and they never sought to amend that they did not designate an expert for purposes of the valuation of the company and they themselves are not qualified to act as experts and their set of rules of evidence no one so they got what they asked for and they haven't shown any error in that we then move for judgment as a god of wall post trial on the grounds that doing had in two thousand and twelve received a nd opportunity to invest in the company that having knowledge that his shares his option agreements had all expired prior to around the time that jeff price stepped mister price you arranged for him to receive a nd opportunity to invest in the company and that those shares were roughly equivalent to all of the shares he had vested at the time that he stepped down as c e o he f o in two thousand and eleven and he made several affirmative representation to the board members and the attorney for chewing core suggesting that he understood that the company's understanding was that he knew that all of his other options had expired that they had all that he had these rights that were no longer extant and he wrote the principles into believing that he understood what the terms of that agreement were and we asked the court to find that he had waived so we had waived performance for that reason and that the district court declined to enter judgment in our favor as to mister katter means claims we maintain that that that was an error  improper for this court's record all of these arbitration issues happened after the trial after the post trial motions were heard in after the appeal had been in objection raised on that basis closest performance as to katherine was in new york attention so i think i think we're putting the heart the cart before the horse if we talk about the press release that was distributed from the new york headquarters and there were other comments that that he laid out he allied you know his his other performed any work is is a bit vague considering the vagueness of his contributions incentive compensation is wages and you know we talk about the fundamental policy i think that's why you saw the california legislature also specifically address this this actually that indicates the need of fundamental policy so there's an