JAMES W. BEARDEN, Plaintiff-Appellant,
E.I. DU PONT DE NEMOURS AND COMPANY, Defendant-Appellee.
from the United States District Court for the Middle District
of Georgia D.C. Docket No: 5:16-cv-00158-TES
WILLIAM PRYOR, MARTIN, and SUTTON, [*] Circuit Judges.
WILLIAM PRYOR, CIRCUIT JUDGE:
appeal requires us to interpret the word
"retirement" in the Award Terms of stock options
granted to James Bearden by his former employer E.I. du Pont
de Nemours and Company. Under the terms of the award, an
employee who leaves the company "due to retirement"
keeps the original expiration date of his stock options. But
an employee who leaves for other reasons must exercise his
stock options by his last day of employment. The parties
disagree about whether "retirement" requires an
employee both to reach a certain age and to
be employed a certain number of years. Although Bearden
satisfied the age requirement, he had not yet satisfied the
years-of-service requirement. After concluding that an
employee is eligible for retirement within the meaning of the
Award Terms only upon satisfying both criteria, the district
court granted summary judgment to DuPont. We affirm.
divide our background discussion in three parts. First, we
review the facts that led to this dispute. Second, we review
the terms of Bearden's stock option awards. Third, we
review the procedural history of this appeal.
Bearden Works for DuPont, DuPont Grants Him Stock Options,
and Bearden Exits the Workforce.
1980 to 2004, Bearden was an employee of either Griffin
Corporation or a joint venture of Griffin and DuPont. Bearden
officially became an employee of DuPont in January 2005 after
DuPont acquired all of Griffin's interest in the joint
venture. Bearden lived and worked during this time in
Georgia, although DuPont is incorporated and headquartered in
Bearden worked for it, DuPont granted him several stock
options, including for the years 2009, 2010, and 2011.
Bearden left the workforce at the age of 67 after working for
DuPont for a little over 10 years. By the end of his last day
of employment, Bearden had not exercised any of these stock
options. When he later checked on these options, he learned
that the options had expired. After Bearden asked DuPont for
an explanation, DuPont reviewed the matter. It explained to
Bearden that the expiration date of the stock options
accelerates when an employee leaves and does not qualify for
retirement, as that word is defined by the Award Terms.
Because Bearden left without exercising his stock options and
did not qualify for retirement, his stock options expired on
his last day of employment.
The Terms of Bearden's Stock Option Awards.
by DuPont's shareholders, the Equity and Incentive Plan
was designed to "attract, motivate[, ] and retain"
certain officers, employees, independent contractors, and
nonemployee directors of DuPont. It was created to allow for
"performance-based compensation" through the
"grant[ing of] stock options . . . and other stock-based
awards." Per the "Governing Law" provision,
"[t]he Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the
State of Delaware without giving effect to the conflict of
laws principles thereof."
Equity and Incentive Plan is "administered by the
[Compensation] Committee." It provides the Compensation
Committee broad discretion in administering the plan,
including the powers to determine when and how an award might
be conferred or canceled, "to construe and
interpret" any award, to "correct any defect"
in any award, to "supply any omission" in any
award, and to "reconcile any inconsistency" in any
award. All "decision[s] of the [Compensation] Committee
as to all questions of interpretation and application of the
Plan shall be final, binding and conclusive on all
persons." An award is "evidenc[ed]" by a set
of "Award Terms," which is defined as a
"written agreement, contract, or other instrument or
Award Terms evidencing the 2009 to 2011 stock option awards
explain that Bearden "ha[s] been granted stock options
under the E.I. du Pont de Nemours and Company Equity and
Incentive Plan . . ., subject to the following Award
Terms" and "the terms of the [Equity and Incentive]
Plan itself, which is hereby incorporated by reference."
Each set of Award Terms fixes the expiration date for the
stock options as "no later than" seven years after
issuance but cautions: "[T]he option[s] may expire
sooner. Please refer to 'Termination of Employment'
"Termination of Employment" section explains that
an employee who leaves the company before exercising the
options might trigger an earlier expiration date depending on
how and when the employee departs the company. It then
describes four different kinds of termination scenarios: (1)
Retirement, (2) "Lack of Work, Divestiture to Entity
Less than 50% owned by DuPont, or Total and Permanent
Disability," (3) Death, or (4) "Any Other Reason
(such as voluntary termination)." A retiring employee
keeps the original seven-year expiration date. But an
employee who leaves DuPont for "Any Other Reason"
must exercise his options "by the date on which [he]
terminate[s] employment." The ...