Filed 9/19/22 Marriage of Dashtipour and Jenabi CA4/1

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COURT OF APPEAL, FOURTH APPELLATE DISTRICT

DIVISION ONE

STATE OF CALIFORNIA

In re the Marriage of BEHNAM 

DASHTIPOUR and MAHSHAD 

JENABI.

BEHNAM DASHTIPOUR,

Appellant,

v.

MAHSHAD JENABI,

Respondent.

 D079442, D079760

 (Super. Ct. No. 17FL005140C)

APPEAL from an order of the Superior Court of San Diego County, 

Daniel S. Belsky, Judge. Affirmed.

Law Office of Dennis Temko and Dennis Temko, for Appellant.

Bickford Blado & Botros and Andrew J. Botros, for Respondent.

Behnam Dashtipour (Husband) and Mahshad Jenabi (Wife) entered 

into a marital settlement agreement (MSA), which was incorporated into a 

final judgment of dissolution in 2018. The MSA requires Husband to pay 

Wife $950 per month in child support, plus “50.00% of the net bonus and/or 

commission income he receives within ten (10) days of receipt” as additional 
2

child support. In 2021, Wife asked the family court to clarify that the word

“bonus” in the latter provision included Husband’s stock-based employment 

compensation from Qualcomm known as restricted stock units (RSUs), and 

she also sought child support arrears from Husband. After considering 

extrinsic evidence regarding the parties’ intended meaning of the word 

“bonus,” the court granted Wife’s requests and found that Husband owed

Wife $82,539.15 in child support arrears for the RSUs. 

Husband appeals, arguing that: (1) the MSA’s child support provision 

is void as against public policy; or alternatively, (2) the court erred in 

considering extrinsic evidence; (3) to the extent the court could consider 

extrinsic evidence, that evidence supported Husband’s interpretation of 

“bonus” as excluding RSUs; and (4) even if Husband does owe additional child 

support from RSUs, the court erred in calculating the arrears amount. We 

conclude that the child support provision is not void, that the trial court 

properly considered extrinsic evidence, and that substantial evidence 

supported the court’s findings. Accordingly, we affirm the trial court’s orders. 

FACTUAL AND PROCEDURAL BACKGROUND

A. Marital Settlement Agreement

Husband and Wife married in March 2000 and separated in March 

2017. In early 2018, the parties memorialized the terms of their divorce in 

the MSA, which was incorporated into a May 17, 2018 judgment of 

dissolution. They had two sons during their marriage who were both minors 

at the time of the divorce. 

The MSA provides for joint legal and physical custody of the children. 

For child support, section 12.A of the MSA provides that Husband shall pay 

Wife “$950.00 per month, allocated as $200.00 for [minor child] and $750.00 
3

for [other minor child].”1 Section 12.B provides that Husband shall pay Wife 

“50.00% of the net bonus and/or commission income he receives within ten 

(10) days of receipt” as additional child support.2 The parties acknowledged 

that the percentage allocations of Husband’s bonus were California Statewide 

Uniform Child Support Guideline (Fam. Code, § 4050 et seq.; hereinafter 

referred to as “guideline”),3 which “governs the minimum amount of child 

support payable by one party to the other.” In section 12.D, the parties 

“agree[d] that the foregoing provisions regarding child support are above the 

1 Section 12.A of the MSA states in full: “Husband shall pay to Wife, as 

and for the support of the minor children of the parties, namely [minor child] 

and [other minor child], the total sum of $950.00 per month, allocated as 

$200.00 for [minor child] and $750.00 for [other minor child]. Child support

payments shall be paid in advance and shall commence on the first day of the 

first month immediately following Wife’s relocation from the parties’ 

residence and continue on the first day of each month thereafter. At the time 

of Wife's relocation on August 1, 2017, Husband shall, as and for child 

support attributable to the period of April l, 2017 to June 30, 2017, pay to 

Wife a one-time payment in the amount of $2,850.00.” (Italics added.) 

2 Section 12.B of the MSA states in full: “As additional child support,

Husband shall pay to Wife an amount equivalent to 50.00% of the net bonus 

and/or commission income he receives within ten (10) days of receipt. 

Husband shall provide written documentation of the bonus income or 

commission income with the payment. The parties expressly agree the 

foregoing bonus/commission income as and for additional child support shall 

be allocated as 15.00% to [minor child] and 35.00% to [other minor child]. 

The parties agree and acknowledge the foregoing allocations of Husband’s 

bonus and/or commission income are California Statewide Uniform Child 

Support Guideline which governs the minimum amount of child support 

payable by one party to the other.” (Italics added.) 

3 Further statutory references are to the Family Code unless otherwise 

indicated.
4

[guideline]” as calculated in “Exhibit ‘B,’ ”4 and that based upon the factors in 

existence at the time the MSA was negotiated, the guideline amount of child 

support payable by Husband to Wife was $704 per month.5

In section 16 of the MSA entitled “Child Support Standards Act 

(Mandatory Guidelines),” the parties acknowledged that they were “fully 

informed of their rights” as set forth in the guidelines; the MSA’s child 

support provisions are “in the best interests of the minor child”; the 

provisions were agreed to “freely, without threat or duress”; the parties have 

“agreed to an amount which is above” the guideline; and the right to support 

has not been assigned to any county and no application for public assistance 

is pending. 

4 “Exhibit ‘B’ ” is a DissoMaster report attached to the MSA which was 

based on Husband having a gross monthly income of $15,750 and wife having 

a gross monthly income of $9,634. 

5 Section 12.D of the MSA states in full: “The parties agree that the 

foregoing provisions regarding child support are above the [guideline] which 

governs the minimum amount of child support payable by one party to the 

other. Based upon the factors detailed below and in existence at the time this 

Agreement was negotiated, the [guideline] amount payable by Husband to 

Wife would be $704.00 per month, with $250.00 allocated for [minor child] 

and $455.00 allocated for [other minor child]. A copy of the DissoMaster child 

support calculation is attached hereto as Exhibit ‘B.’ The guideline

calculation, as set forth herein, is based upon the following findings: [¶] 

(1) Husband's parenting timeshare of 49.99% of one child and 50.01% of the 

other child, gross monthly income of $15,750.00, monthly deductions of 

$230.00 for unreimbursed medical expenses, and tax filing status of Head of 

Household with two (2) exemptions. [¶] (2) Wife’s parenting timeshare of 

49.99% of one child and 50.01% of the other child, gross monthly income of 

$9,634.00, monthly deductions of $300.00 for unreimbursed medical 

expenses, and tax filing status of Head of Household with two (2) 

exemptions.” (Italics added.)
5

As for spousal support, section 19 of the MSA provides that Husband 

shall pay $650 per month to Wife. The parties also agreed that while 

Husband was still obligated to pay child support for both children, 

“Husband’s receipt of any bonus or commission income [would] not be 

categorized as income available for spousal support . . . , as the parties have 

specifically negotiated and allocated said income as and for additional child 

support.” 

Regarding division of property, section 29 of the MSA provides that 

“[d]uring the marriage and prior to the date of separation, the community 

obtained an interest in Qualcomm [RSUs] as a result of both parties’ 

employment with Qualcomm, Inc.” The parties agreed to divide equally the 

community interest in the RSUs granted before the date of separation, and 

the MSA detailed the tax consequences of the parties’ exercising their stock 

options or units. 

The judgment included Judicial Council Form FL-342, “Child Support 

Information and Order Attachment,” requiring that child support payments 

begin on April 4, 2017. The form also indicated that the order “does not meet 

the child support guideline set forth in Family Code section 4055” and made 

reference to another attached form entitled “Non-Guideline Child Support 

Findings Attachment,” Judicial Council Form FL-342(A). On that form, the 

court noted that the child support agreed to by the parties was above the 

guideline amount, which would have been $704 per month. The court made 

the following further findings as “required by Family Code sections 4056, 

4057, and 4065”: “The parties have been fully informed of their rights 

concerning child support. Neither party is acting out of duress or coercion. 

Neither party is receiving public assistance and no application for public 

assistance is pending. The needs of the children will be adequately met by 
6

this agreed-upon amount of child support. If the order is below the guideline, 

no change of circumstances will be required to modify this order. If the order 

is above the guideline, a change of circumstances will be required to modify 

the order.” 

B. Wife’s Request for Orders

In December 2017, rather than paying Wife 50 percent of the net posttax cash bonus he received at the end of the year, Husband deducted Wife’s 

cash bonus amount from his cash bonus amount, then paid 50 percent of the 

difference. Wife also expected to receive 50 percent of the post-tax value of 

Husband’s RSUs from Qualcomm, but he never paid those amounts. 

Disputes arose between the parties regarding these issues and the proper 

interpretation of the MSA’s child support provisions. 

In February 2021, Wife requested an order seeking clarification that 

“bonus” in the MSA’s child support provision should include Husband’s RSUs. 

Wife also made a request for child support arrears based on the value of 

Husband’s RSUs that vested after April 2017. Wife submitted a declaration, 

points and authorities, and exhibits in support of her requests. After 

Husband filed a declaration in response, Wife submitted a reply declaration 

attaching additional documentation. 

During a May 2021 hearing on the request for clarification, Wife 

argued that there is no ambiguity in the MSA because the Merriam-Webster 

definition of the word “ ‘bonus’ ” is “ ‘[s]omething in addition to what is 

expected or strictly due,’ ” and that “stock” is included in the definition as an 

example. Wife further argued that there was no ambiguity in the agreement 

because both parties knew about RSUs at the time they entered the MSA. 

Alternatively, Wife contended that if the court did find ambiguity in the 

MSA, then extrinsic evidence supports her interpretation of “bonus.” 
7

Specifically, Wife pointed to e-mails from early 2018 where Husband referred 

to the fact that Wife was “already getting %50 [sic] of my bonus and [stock]

and child support” and that “stock and bonus is at 50%” to argue that he 

understood stocks to be part of child support. Wife argued that because the 

RSUs fluctuate in value, they were not included in the guideline calculations 

alongside Husband’s base salary as income, but rather as part of his bonus. 

Husband also argued there is no ambiguity in the MSA. However, he 

asserted that the parties intended to keep RSUs separate from “bonuses and 

commissions” as evidenced by the MSA’s separate section defining and 

dividing RSUs granted before separation as community property. He argued

that neither party’s RSUs were included in the child support guideline 

calculations because they were intended to be kept separate. He also argued 

that the same e-mails Wife relied upon actually supported his position 

because he wrote “ ‘stock and bonuses’ ” separately, as opposed to “ ‘stock 

bonuses.’ ” 

Before hearing argument, the court noted that stock options “can 

become income when they are exercised, when they are sold, or when all 

restrictions are removed from exercising or selling them, even if they are not 

exercised or sold.” The court cited In re Marriage of Macilwaine (2018) 

26 Cal.App.5th 514, 532 (Macilwaine), which held that once restrictions on 

exercise and sale are removed, stock options are not materially 

distinguishable from salary voluntarily deferred and should be included as 

income for support purposes. 

The court then noted that it would need to “examine the circumstances 

under which the parties negotiated and entered into” the MSA to “give effect 

to the mutual intention of the parties[.]” After considering the e-mails, the 

dictionary definition of “bonus,” party declarations, and oral arguments, the 
8

court found that “the parties’ intent was to consider the RSUs Husband 

receives” after the date of separation “as bonus income to be used for 

calculation of child support.” The court distinguished section 29 of the MSA 

defining and dividing RSUs because it dealt with property as of the date of 

separation. 

At a subsequent hearing in September 2021 to address Wife’s request 

for child support arrears, Husband argued that an accurate arrears 

determination could not be made without a forensic accountant because the 

MSA calls for him to pay 50 percent of the “net” bonus received, and 

additional taxes might be owed on the RSUs depending on how much 

Qualcomm withheld. 

Wife argued that because Qualcomm withholds taxes on the RSUs 

when they are released, the “net” value is the amount Husband received at 

vesting. Wife further contended that since the MSA dictates that Husband’s 

additional child support payment is due to Wife within 10 days of receipt, no 

“true-up” requirement for end-of-year tax consequences should apply. 

In addition to amounts owed for a cash bonus and vacation time, the 

court found that Husband owed Wife $82,539.15 in child support arrears for 

the RSUs. In reaching that conclusion, the court relied on Wife’s calculation 

of the post-tax value of Husbands’ RSUs on their vesting dates between 

November 2018 and May 2021. The court noted that Husband had ample 

time since the May 2021 hearing to consult an accountant and gather 

information about potential additional tax consequences to controvert Wife’s 

evidence, but in the absence of that information, the court found that Wife 

met her burden of proof in showing the amount of arrears owed. 
9

Husband separately appealed the trial court’s order interpreting the 

MSA and its subsequent order determining the arrearage. On joint motion of 

the parties, we consolidated the appeals. 

DISCUSSION

I

For the first time on appeal, Husband argues that the parties’ child 

support agreement (which he agreed to as part of the MSA) is void as against 

public policy because it limited the children’s right to support from Wife. We 

disagree.

As noted, the child support agreement was part of the MSA, which was 

incorporated into the final judgment of dissolution entered May 17, 2018. We 

construe Husband’s argument as a claim that the child support portion of the 

final judgment is void as against public policy. A judgment that is void on 

the face of the record is subject to either direct or collateral attack at any 

time. (OC Interior Services, LLC v. Nationstar Mortgage, LLC (2017) 

7 Cal.App.5th 1318, 1327.) A judgment will also be treated as void on its face 

if the parties admit facts showing that it is void or allow such facts to be 

established without opposition. (Id. at p. 1328.) Although the time to appeal 

from the dissolution judgment has long passed, we must consider the merits 

of Husband’s argument that its child support provision is void on its face.

Husband’s public policy argument is based on his contention that the 

additional child support portion of the judgment was not guideline because 

the parties omitted Wife’s cash and RSU bonuses from the guideline 

calculation. According to Husband, this “abridged the children’s right to 

support from their mother, contravening the public policy [that] both parents 

are mutually responsible for the support of their children.” 
10

Husband’s argument is unpersuasive. This is not a case like those

cited by Husband, in which the parties by their agreement forever waived or 

limited a child’s right to support from one parent. (See, e.g., Kristine M. v. 

David P. (2006) 135 Cal.App.4th 783, 788-792 [finding that parents’ 

agreement to terminate father’s parental rights and permanently end his 

obligation to pay child support was void as against public policy].) In this 

case, the parties recognized Wife’s support obligation by factoring her gross 

income into the guideline calculation, and the judgment did not deprive the 

court of its authority to modify child support or order Wife to pay child 

support at any time in the future. (§ 3651.) 

California law imposes child support duties on both parents, but the 

guideline formula “calculates a single sum owed by one parent to the other.” 

(In re Marriage of Drake (1997) 53 Cal.App.4th 1139, 1161; see also § 4055, 

subd. (b)(5) [guideline formula results in payment of child support from 

higher earner to lower earner or vice versa].) This formula accounts for both 

parties’ support obligations by factoring each of their gross incomes into the 

calculation, but it “does not place a monetary figure on each parents’ support 

duty.” (Drake, at p. 1161.) The parties here considered both parents’ gross 

income in determining child support, and their agreement did not purport to 

relieve Wife of her support obligations. Thus, the child support provision of 

the judgment is not void as against public policy under the cases cited by 

Husband.

Husband claims that because the parties excluded Wife’s bonus income 

from the guideline calculation, the amount of child support in the MSA was 

below guideline, even though the parties stipulated that it was above 

guideline. But even assuming this is so (which Husband has not actually 

shown), Husband cites no authority that it would render the parties’ child 
11

support agreement void as against public policy. The guideline formula is 

only a rebuttable presumption as to the correct amount of child support. 

(§ 4057, subds. (a) & (b).) Under section 4065, subdivision (a), the parties 

may stipulate to a child support amount above or below the guideline 

formula.6 A stipulated support agreement is one of the factors that may be 

used to justify a departure from the guideline formula. (§ 4057, subd. (b)(1).) 

“Indeed, stipulated child support is entirely consistent with the underlying 

guideline objectives, which are ‘to encourage fair and efficient settlements of 

conflicts between parents and . . . to minimize the need for litigation.’ ” (In re 

Marriage of Laudeman (2001) 92 Cal.App.4th 1009, 1013, citing § 4053, subd. 

(j).)

Husband further argues that the trial court failed to make the findings 

required by section 4056, subdivision (a), for departing from the guideline

6 Section 4065, subdivision (a), provides: “Unless prohibited by 

applicable federal law, the parties may stipulate to a child support amount 

subject to approval of the court. However, the court shall not approve a 

stipulated agreement for child support below the guideline formula amount 

unless the parties declare all of the following: [¶] (1) They are fully informed 

of their rights concerning child support. [¶] (2) The order is being agreed to 

without coercion or duress. [¶] (3) The agreement is in the best interests of 

the children involved. [¶] (4) The needs of the children will be adequately 

met by the stipulated amount. [¶] (5) The right to support has not been 

assigned to the county pursuant to Section 11477 of the Welfare and 

Institutions Code and no public assistance application is pending.” 
12

formula.7 But the judgment included Form FL-342(A), a “Non-Guideline 

Child Support Findings Attachment.” On this form, the court made the 

findings for a non-guideline order “required by Family Code sections 4056, 

4057, and 4065.” Husband has not made any substantive argument why 

these findings were deficient, nor has he cited any authority supporting the 

proposition that deficient section 4056 findings would render this portion of 

the judgment void as against public policy. If a judgment is simply 

erroneous, rather than void, it is not subject to collateral attack, even if the 

error appears on the face of the judgment or record. (Jones v. World Life 

Research Institute (1976) 60 Cal.App.3d 836, 840.) Thus, we conclude that 

the child support provisions of the judgment are not void on their face.

II

Husband argues in the alternative that the court erred by considering 

extrinsic evidence to determine the parties’ intended meaning of “bonus.” He 

further contends that to the extent it was permissible for the court to 

consider extrinsic evidence, it supported his argument that the parties did 

not intend “bonus” to include RSUs. 

A. Standard of Review

When construing a term in a judgment of dissolution that incorporates 

an agreement between the parties, the court applies the general rules 

governing the interpretation of contracts. (In re Marriage of Minkin (2017) 

7 Section 4056, subdivision (a), provides: “To comply with federal law, 

the court shall state, in writing or on the record, the following information 

whenever the court is ordering an amount for support that differs from the 

statewide uniform guideline formula amount under this article: [¶] (1) The 

amount of support that would have been ordered under the guideline 

formula. [¶] (2) The reasons the amount of support ordered differs from the 

guideline formula amounts. [¶] (3) The reasons the amount of support 

ordered is consistent with the best interests of the children.”
13

11 Cal.App.5th 939, 948 (Minkin).) The primary objective is to give effect to 

the mutual intentions of the parties. (Ibid.; Civ. Code, § 1636.) The court 

typically determines the mutual intent first by examining the words the 

parties chose and, when the language of the agreement itself is clear and 

unambiguous, that language governs. (Minkin, at p. 948.) If a particular 

term in the agreement is ambiguous, however, the court may also consider 

extrinsic evidence to prove the parties intended a specific meaning to which a 

given term is reasonably susceptible. (Ibid.; In re Marriage of Iberti (1997) 

55 Cal.App.4th 1434, 1439.) For example, the court may consider evidence 

concerning the circumstances under which the parties negotiated the 

contract, the subject matter of the contract, and the subsequent conduct of 

the parties. (Iberti, at p. 1439.) But it is the expressed objective intent of the 

parties—and not the unexpressed subjective intent of any one party—that 

governs. (Ibid.)

The decision whether to admit extrinsic evidence involves a two-step 

process. First, the court provisionally receives all credible evidence 

concerning the parties’ intentions to determine “ambiguity,” or in other 

words, whether the language is “ ‘reasonably susceptible’ ” to the 

interpretation urged by a party. (Winet v. Price (1992) 4 Cal.App.4th 1159, 

1165 (Winet).) If the court decides the language is “ ‘reasonably susceptible’ ”

to the urged interpretation in light of the extrinsic evidence, that evidence is 

then admitted to aid in the second step—interpreting the contract. (Ibid.)

However, “[e]xtrinsic evidence offered to prove an interpretation to which a 

document is not reasonably susceptible is inadmissible.” (In re Marriage of 

Dawley (1976) 17 Cal.3d 342, 353, fn. 7; see Winet, at p. 1167 [parol evidence 

is inadmissible “to flatly contradict the express terms of the agreement”].)
14

“Different standards of appellate review may be applicable to each of 

these two steps, depending upon the context in which an issue arises. The 

trial court’s ruling on the threshold determination of ‘ambiguity’ (i.e., 

whether the proffered evidence is relevant to prove a meaning to which the 

language is reasonably susceptible) is a question of law, not of fact.” (Winet,

supra, 4 Cal.App.4th at p. 1165.)

Once it is determined that a given term is subject to more than one 

interpretation, however, the appellate court gives deference to the trial 

court’s review of any conflicting extrinsic evidence and any associated 

credibility determinations, upholding the trial court’s interpretation of the 

term so long as substantial evidence supports it. (Minkin, supra,

11 Cal.App.5th at pp. 948-949.) Under this standard, we will affirm the 

judgment if there is any substantial evidence, contradicted or uncontradicted, 

which supports the trial court’s finding. (Pusateri v. E. F. Hutton & Co.

(1986) 180 Cal.App.3d 247, 250 (Pusateri).) The testimony of a single 

witness, even that of the respondent, can provide substantial evidence, 

regardless of the number of witnesses or amount of evidence to the contrary. 

(In re Marriage of Mix (1975) 14 Cal.3d 604, 614.) 

B. Ambiguity Determination

Although the trial court did not make an express finding that the word 

“bonus” is ambiguous, the court’s statements at the May 2021 hearing

indicate it implicitly concluded the term was reasonably susceptible to more 

than one meaning. The court acknowledged that the term could carry the 

broader meaning advocated by Wife, citing Macilwaine, supra, 

26 Cal.App.5th at page 532. The court also found that “[t]he main issue here 

is contract interpretation” and that it needed “to examine the circumstances 

under which the parties negotiated and entered into” the MSA, citing Minkin, 
15

supra, 11 Cal.App.5th at page 948. This implies that the court decided

“bonus” was reasonably susceptible to the different interpretations urged by 

the parties, and that it should consider extrinsic evidence. (See Winet, supra, 

4 Cal.App.4th at p. 1165.)

Upon de novo review of the trial court’s conclusion that the term 

“bonus” in the MSA is ambiguous, we agree. The MSA does not define the 

term, and as the trial court pointed out, there was no express provision in the 

MSA excluding RSUs from “bonus.” The court in Minkin found a similar 

provision ambiguous, noting that the term “annual bonus” could be 

interpreted as both “a discretionary payment based on performance or more 

broadly as any payment above base salary,” which could include long-term 

incentive plans. (Minkin, supra, 11 Cal.App.5th at p. 949.) Courts in other 

jurisdictions have similarly concluded that the word “bonus” as used in the 

child support provision of a marital settlement agreement is ambiguous and 

can reasonably be interpreted to include stock options. (See, e.g., Williams v. 

Williams (2015) 88 Mass.App.Ct. 1109 [2015 WL 6159827, pp. *2-4]; In re 

Marriage of Steverson (Ill.Ct.App., Oct. 16, 2014, No. 2-14-0089) [2014 WL 

5317742, p. *7].) 

As Wife notes, the plain and ordinary definition of the term “bonus” can 

encompass employee compensation in the form of stocks or stock options. For 

example, Merriam-Webster defines the word “bonus” as “something in 

addition to what is expected or strictly due: such as [¶] . . . [¶] a premium (as 

of stock) given by a corporation to a purchaser of its securities, to a promoter, 

or to an employee.” (Merriam-Webster Dict. Online (2022) <https://merriamwebster.com/dictionary/bonus> [as of Sept. 15, 2022], archived at 

<https://perma.cc/87LL-47LJ>; see also Black’s Law Dict. (11th ed. 2019) 

p. 224, col. 2 [defining “bonus” as “[a] premium paid in addition to what is 
16

due or expected”]; J. C. Peacock v. Hasko (1961) 196 Cal.App.2d 353, 359 

[defining “ ‘bonus’ ” as “ ‘something . . . given in addition to an agreed 

compensation’ ”]; In re Marriage of Kerr (1999) 77 Cal.App.4th 87, 96 (Kerr) 

[referring to Husband’s “salary and bonuses in the form of stock options”].) 

On the other hand, as we discuss post, Husband offers various reasons 

why the parties may not have intended to apply this broad dictionary 

definition of the term “bonus” to include stocks. Accordingly, we agree with 

the trial court that, as a matter of law, the term “bonus” in the MSA in this 

case is reasonably susceptible to the different meanings suggested by the 

parties. 

Husband argues that there is no ambiguity as a matter of law, relying

initially on section 29 of the MSA, which governs the division of Qualcomm 

RSUs. As the trial court noted, however, section 29 of the MSA only covers 

RSUs granted to the parties up to the date of separation; it does not shed any 

light on the question whether RSUs granted to Husband after the date of 

separation constitute “bonus” income within the meaning of the child support 

provision. In his reply brief, Husband concedes that Wife is “probably 

correct” that section 29 does not bear on the definition of “bonus” in the child 

support provision because section 29 deals with dividing assets. We agree

with Wife, as did the trial court, that section 29 does not render the word 

“bonus” unambiguous as a matter of law for child support purposes. 

Similarly, we reject Husband’s argument that the MSA’s reference to 

“ ‘commission’ ” renders the word “ ‘bonus’ ” unambiguous as a matter of law. 

Although Husband contends that the MSA’s delineation of “ ‘commission’ ” as 

a separate category indicates that “ ‘bonus’ ” was also intended to be narrow, 

this argument merely supports his preferred interpretation of “ ‘bonus’ ” and 
17

is not so definitive as to make the term clear and unambiguous as a matter of 

law.

Husband further contends that “ ‘bonus’ ” is unambiguous because 

Wife’s interpretation “results in illegality, an impossibly indefinite contract” 

given that RSUs have varying values and tax implications, and requiring 

that the bonus income be paid to Wife within 10 days of “ ‘receipt’ ” was 

“hopelessly indefinite.” According to Husband, Wife’s interpretation would 

lead to “a hopeless exercise in speculation.” 

We disagree. The fact that stocks can fluctuate in value or implicate 

tax consequences has not prevented parties from agreeing to, and courts from 

applying, child support provisions that include stocks or stock options. (See, 

e.g., Kerr, supra, 77 Cal.App.4th at p. 95 [noting that generally, awarding 

percentages of stock value for child support may remove the need for further 

litigation, but reversing in that case because of an unforeseen “enormous 

increase in value of [the] stock and consequently [the husband’s] stock 

options”]; In re Marriage of Cheriton (2001) 92 Cal.App.4th 269, 287 

[acknowledging that “certain difficulties inhere in calculating support based 

on income from stock options” but concluding that the Legislature has 

provided courts with the means for overcoming them].) Nor is the word 

“receipt” inapplicable to RSUs because, as noted in Macilwaine, stock options 

are comparable to salary voluntarily deferred; once they are vested, and 

restrictions are removed from exercising or selling them, they can be counted 

as income received. (Macilwaine, supra, 26 Cal.App.5th at p. 532.) The same 

is true of RSUs once they are vested and can be sold.

Finally, to the extent Husband argues that the word “ ‘bonus’ ” is made 

unambiguous by the fact that the support amounts met or exceeded Wife’s 

and the children’s needs, even without including RSUs, we disagree. Section 
18

4053 expressly provides that children “should share in the standard of living 

of both parents” and that child support “may therefore appropriately improve 

the standard of living of the custodial household to improve the lives of the 

children.” As noted, under section 4065, subdivision (a), the parties were free 

to stipulate to a child support amount above the guideline formula. Whether 

or not the agreed-upon support exceeded Wife’s or the children’s needs may 

be relevant to the question of interpretation, but in this context it does not 

render the provision unambiguous as a matter of law. Accordingly, we reject 

Husband’s argument that the word “bonus” was not reasonably susceptible to 

Wife’s urged interpretation. 

C. Interpretation of “Bonus”

Having decided the term is ambiguous as applied to stock-based 

employee compensation, we next consider whether substantial evidence 

supports the trial court’s interpretation of “bonus” as including Husband’s 

RSUs. We conclude that it does. 

It is undisputed that both parties were employed by Qualcomm and 

received cash bonuses and RSUs as compensation. Both parties were thus 

aware of and understood that RSUs were part of their Qualcomm 

compensation, making it likely that they would contemplate incorporating

them into the MSA’s support provisions in some form.

Wife submitted detailed declarations attesting that throughout their 

negotiations, the parties manifested their intention to include Husband’s 

RSUs as part of the bonus analysis. With reference to specific dates and 

documents, Wife stated that the parties discussed and ultimately agreed to 

include both cash and stocks in child support. We cannot second-guess the 

trial court’s weighing of the evidence as the trier of fact, including its implicit 

determination that Wife’s attestations were more credible than Husband’s. 
19

(See Wolf v. Walt Disney Pictures & Television (2008) 162 Cal.App.4th 1107,

1128.) Wife’s declarations alone constitute substantial evidence to support 

the trial court’s resolution of the conflicting extrinsic evidence in favor of her 

interpretation.

Wife also presented evidence that incorporating Husband’s RSUs in 

child support, and not spousal support, was a negotiated benefit of the MSA. 

According to Wife, she made numerous concessions on spousal support to 

reduce the amount Husband would have to pay her, in exchange for an 

increase in the amount of child support he would have to pay for the children. 

In section 19 addressing spousal support, the MSA provided that “[f]or the 

period during which Husband’s obligation to pay child support to Wife 

extends to both children, the parties expressly intend Husband’s receipt of 

any bonus or commission income shall not be categorized as income available 

for spousal support during such period, as the parties have specifically 

negotiated and allocated said income as and for additional child support.” As 

Wife points out, if Husband’s post-separation receipt of RSUs was excluded 

from the category of additional child support, then a significant portion of 

Husband’s income would not be accounted for in any form of support. 

Finally, e-mails exchanged between the parties in early 2018 also 

suggest that they intended to include RSUs in the meaning of the word 

“bonus.” In a February 1, 2018 e-mail discussing expenses for the children,

Husband wrote that Wife was already “getting %50 [sic] of my bonus and 

[stock] and child support. I think kids[’] expenses should be shared.” In an

earlier January 19, 2018 e-mail about the parties’ salary increases, Husband 

noted that the monthly child support “is already 25% higher than 

guidelines . . . and stock and bonus is at 50% . . . .” He then asked Wife if she

wanted to “adjust everything to the guidelines based on new numbers.” 
20

Because the subject matter of these e-mails was expenses for the children, 

the trial court could reasonably conclude that Husband was referring to his 

obligation to pay 50 percent of his “stock” in the context of child support, not 

division of assets. 

Even though Husband relied on his own interpretation of these e-mails 

below, he contends for the first time on appeal that the MSA precluded the 

trial court from considering them to discern the parties’ intent because the 

MSA contained an integration clause. Section 68.B of the MSA provides, in 

relevant part, that “[a]ny previous oral or written agreements between the 

parties about matters addressed in [the MSA] are entirely superseded by [the 

MSA].” Section 68.I provides that “[n]either of the parties . . . has made any 

representation or warranty to the other party upon which the other party is 

relying in entering into this Agreement, except as expressly provided in this 

Agreement.” 

Even assuming that Husband may raise this issue for the first time on 

appeal (see Tahoe National Bank v. Phillips (1971) 4 Cal.3d 11, 21-23), the

MSA’s integration provisions do not foreclose consideration of the e-mail 

evidence. First, the e-mails were not presented as “previous oral or written 

agreements” such that section 68.B would apply. As for section 68.I, even in 

an integrated contract, extrinsic evidence may still be admitted to explain a 

provision’s meaning if the meaning urged is one to which it is reasonably 

susceptible, and the extrinsic evidence is not being used to contradict the 

provision or offer an inconsistent meaning. (See Casa Herrera, Inc. v. 

Beydoun (2004) 32 Cal.4th 336, 343.) The e-mail evidence did not contradict, 

vary, or alter the meaning of the word “bonus” in the MSA, and both parties 

used the e-mails to urge a reasonable interpretation of the term. Moreover,

the MSA did not have a provision broadly prohibiting any use of extrinsic 
21

evidence “whatsoever” as in the case cited by Husband. (Hot Rods, LLC v. 

Northrop Grumman Systems Corp. (2015) 242 Cal.App.4th 1166, 1175-1176

[stating that “[o]rdinarily, even in an integrated contract, extrinsic evidence 

can be admitted to explain the meaning of the contractual language at issue” 

but finding that the parties expressed their intent to “bypass the general 

rule” by agreeing to a contract provision that “ ‘no extrinsic evidence 

whatsoever may be introduced in any judicial proceedings involving this 

Agreement’ ”].) Accordingly, we reject Husband’s argument that the trial 

court erred in considering the e-mails as extrinsic evidence.

In sum, substantial evidence supports the trial court’s resolution of the 

ambiguity and its interpretation of the MSA to include Husband’s RSUs as 

part of his “bonus” income.8 Husband’s various arguments for a different 

interpretation may or may not have supported a contrary result, but that is 

not the issue before us. We will affirm a judgment if there is any substantial 

evidence, contradicted or uncontradicted, which supports the court’s finding. 

(Pusateri, supra, 180 Cal.App.3d at p. 250.) “ ‘We do not review the evidence 

to see if there is substantial evidence to support the losing party’s version of 

events, but only to see if substantial evidence exists to support the verdict in 

favor of the prevailing party.’ ” (In re Marriage of Brooks (2019) 

33 Cal.App.5th 576, 592.) Having concluded that substantial evidence 

8 To the extent Husband argues on appeal that Wife’s bonuses should 

have been factored into the guideline calculations or included as a set-off 

against his own payments (even though the MSA does not so provide), that 

issue is not properly before us. The time to appeal the dissolution judgment 

of May 17, 2018 has long passed, and the record does not indicate that 

Husband has ever filed a request with the trial court for an order modifying 

the child support provision. The trial court correctly found that this issue 

was not properly before it. Accordingly, we do not address the merits of this 

issue. 
22

supports the trial court’s findings based on the conflicting extrinsic evidence,

we find no error in the court’s interpretation of the word “bonus” in the MSA.

III

Finally, Husband contends that the court erred in calculating the 

arrears amount based on his RSUs because the court did not “mak[e] an 

accurate assessment of each parent’s taxable income.” More specifically, he 

argues that the court should have required that an accountant analyze the 

RSUs’ vesting values, consider the amount withheld by Qualcomm, and then 

determine whether Husband might owe additional taxes. Again, we disagree. 

A trial court’s calculation of arrearages owed under an MSA is reviewed 

for substantial evidence. (In re Marriage of Campi (2013) 212 Cal.App.4th 

1565, 1576-1577.) Here, the trial court’s calculation was supported by the 

evidence presented by Wife. Husband offered no evidence contradicting her

calculation beyond mere speculation about potential tax consequences. It

was undisputed that Qualcomm withheld taxes on the RSUs, and Husband 

presented no evidence that additional taxes would be due. Husband did not 

argue that Wife’s calculations inaccurately represented the vesting values of 

the relevant RSUs; indeed, he conceded that an accounting might even result 

in him getting a tax refund. Furthermore, as Wife pointed out, because the 

MSA requires Husband to remit the owed portion of additional child support 

within 10 days of receipt, conducting a full year-end accounting would be

inconsistent with the terms of the MSA. 

The trial court ultimately found that Husband failed to produce any 

evidence controverting Wife’s calculation, despite having had access to the 

underlying information “for many months[.]” The court went on to find that 

Husband “had ample opportunity to consult with his own accountant, his own 

personal accountant or expert accountant,” and yet did not do so. The court 
23

was entitled to draw an adverse inference against Husband based on his 

failure to produce evidence that he would have to pay additional taxes on the 

RSUs. If a party fails to produce evidence that would naturally have been 

produced, “ ‘he must take the risk that the trier of fact will infer, and properly 

so, that the evidence, had it been produced, would have been adverse.’ ” 

(Williamson v. Superior Court of Los Angeles County (1978) 21 Cal.3d 829, 

835, fn. 2, italics omitted.) We conclude that the trial court’s arrears order 

with respect to Husband’s RSUs is supported by substantial evidence. 

DISPOSITION

The orders are affirmed. Respondent shall recover her costs on appeal.

BUCHANAN, J.

WE CONCUR:

MCCONNELL, P. J.

AARON, J.