JEFFREY L. SCHMEHL, District Judge.
Plaintiff has filed an Amended Complaint, alleging that defendant Delphi Financial Group, Inc. ("Delphi") breached the terms of an employee incentive plan by refusing to compensate plaintiff for his restricted shares and options in shares of Delphi Class A stock following Delphi's merger with another company (Count I). Plaintiff has also asserted claims against defendant Reliance Standard Life Insurance Company ("Reliance") for promissory estoppel (Count II), equitable estoppel (Count III), and unjust enrichment (Count IV), a claim against Delphi and Reliance for violation of the Pennsylvania Wage Payment and Collection Law, Pa. Stat. tit. 43 § 260.1 et seq. ("WPCL") (Count V) and a claim against Delphi for violation of General Corporation Law of Delaware, Del. Code tit. 8 § 101 et seq. (Count VI). Presently before the court is the motion of the plaintiff for partial summary judgment and the motion of the defendants for summary judgment. For the reasons that follow, the plaintiffs motion is denied and the defendants' motion is granted.
Summary judgment is appropriate if there is no genuine dispute as to any material fact and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a). "A motion for summary judgment will not be defeated by `the mere existence' of some disputed facts, but will be denied when there is a genuine issue of material fact."
In undertaking this analysis, the court views the facts in the light most favorable to the non-moving party. "After making all reasonable inferences in the nonmoving party's favor, there is a genuine issue of material fact if a reasonable jury could find for the nonmoving party."
The parties have stipulated to the following facts:
1. [Plantiff] was an executive at Reliance, a wholly-owned subsidiary of Delphi for 12 years.
2. By the time he left his employment at Reliance in June 2012, [plaintiff] was Reliance's Senior Vice President of Underwriting.
3. The 2003 Employee Long-Term Incentive and Share Award Plan (the "Plan") was duly adopted by Delphi's Board of Directors and approved by Delphi's shareholders.
4. The Plan has never been amended, altered, suspended, discontinued, or terminated.
5. [Plaintiff] was the recipient of several awards under the Plan, including an award dated December 29, 2010 (the "2010 Award Agreement").
6. The 2010 Award Agreement was issued pursuant to the Plan. [The 2010 Award Agreement granted plaintiff 25,854 Restricted Delphi Class A shares (the "restricted shares") and 60,000 options to purchase Delphi Class A shares at a strike price of $24.91 (the "options"), subject to various conditions (Award Agr. at 1.)]
7. The (December 21, 2011 Agreement and Plan of Merger ("Merger Agreement") between Delphi and Tokio Marine Holdings, Inc. and TM Investment (Delaware), Inc. (collectively, "Tokio") was duly executed by the parties thereto.
8. The Delphi-Tokio merger became effective on May 15, 2012.
9. The Delphi-Tokio merger was a Change of Ownership within the meaning of Section 8(b) of the Plan.
10. By virtue of how Tokio and Delphi structured the transaction, there were no shares of Delphi Class A stock after May 15, 2012.
11. [Plaintiff] received payment of a $1.00 per share Special Dividend on each of his 25,854 restricted shares when the merger became effective.
12. Sinde he left Reliance's employ, [plaintiff] has not received any payment in connection with the 2010 Award.
13. $19,965 is the difference between the strike price ($24.91) of [plaintiffs] options and the sum of the share price ($43.875) and the $1.00 per share Special Dividend paid by Tokio pursuant to the terms of the Merger Agreement.
14. Exhibit D to the parties' Joint Statement of Undisputed Facts is a chart of Delphi's historical share price for the period November 2, 2009 to December 30, 2011, which is a matter of public record and can be found at numerous places, including Google Finance., [According to the website, the day before the Merger Agreement was announced Delphi stock was trading at $25.43 per share, making plaintiffs options worth $31,200.00 and his restricted shares worth $665,223.00 for a total of $696,423.00. Under the terms of the Merger Agreement, the plaintiff would receive $43.875 per share (less the strike price in the case of the options), plus a special dividend of $1.00 per share. Thus, under the Merger Agreement, plaintiffs options became worth $1,197,900.00 and his restricted shares worth became worth $1,134,344.00, for a total of $2,332,244.00, which represented a 335% increase over the pre-merger value.]
15. Both the Plan and the 2010 Award were drafted by Delphi's employees or legal counsel, without any involvement by [plaintiff].
16. [Plaintiff] gave notice of his intent to resign from Reliance in February, 2012.
17. [Plaintiffs] last day of employment with Reliance was June 14, 2012.
18. [Plaintiff] terminated his employment voluntarily and without Good Reason, as that term is defined by the Award Agreement. (Doc. 39-1.)
Plaintiff claims that Delphi breached the 2010 Award Agreement by refusing to pay plaintiff the restricted shares and options to which he claims he is entitled under the 2010 Award Agreement. Delphi argues that it is entitled to summary judgment on plaintiffs breach of contract claim, claiming plaintiff forfeited his award when he voluntarily terminated his employment before fulfilling what Delphi contends were time-based vesting requirements contained with in the 2010 Award Agreement and modified by the Merger Agreement.
Plaintiff argues, on the other hand, that, pursuant to Section 8(a) of the Plan, his award immediately vested upon the effective date of the merger (May 15, 2012) while he was still employed by Reliance and, as a result, he did not have to fulfill any time-based requirements contained in the 2010 Award Agreement and the Merger Agreement.
Resolution of the dispute requires the court to analyze, interpret and reconcile the applicable sections of the Plan, Award Agreement and Merger Agreement. A court must read contract language in a way that allows all the language to be read together, reconciling conflicts in the language if possible.
The court begins with the pertinent language of the Plan. The Plan specifically authorized
Delphi's Compensation Committee (the "Committee") to issue employee "Awards" comprised of restricted shares and/or options in order to "attract, retain, and motivate employees of the Company and its Subsidiaries." (Plan §§ 1-3.) The Plan further provided that any Awards issued thereunder would be exercisable for so long as the participant was employed and that unvested awards existing at employment termination would be forfeited. (Id. at §§ 5(b)(ii), (iii) (options), 5(c)(ii)) (restricted shares.)
In addition, Section 9(d) of the Plan provides:
(
In the event of a merger, Section 4(c) of the Plan provides that "the Committee is authorized to make adjustments in the terms and conditions of, and the criteria and performance objectives, if any, included in, Awards in recognition of unusual or non-recurring events (including, without limitation events described in the preceding section [reorganization, merger, consolidation, combination, spin-off, combination, repurchase, or share exchange] affecting the Company or akiy Subsidiary . . ." (
Meanwhile, the 2010 Award Agreement provided for vesting of plaintiffs restricted share and options, but only if two conditions were met. First, Reliance had to achieve a specified operating income target for the 2009-2012 period (the "Performance Period"). (Award Agr. at 2.) Second, the plaintiff had to remain employed through the end of the Performance Period. (December 31, 2012). (
The 2010 Award Agreement further provided that if Reliance terminated plaintiffs employment without Cause or if plaintiff terminated his employment for Good Reason subsequent to a Change of Ownership, the options and restricted shares would immediately vest. (Id. at 5.) Specifically, the first full paragraph on Page 5 of the 2010 Award Agreement (the "Page 5 Paragraph") provides that:
(
The parties have stipulated that the merger was a Change of Ownership. (Doc. 39-1 at ¶ 9.) Reliance did not terminate plaintiffs employment without cause. The parties stipulated that plaintiff terminated his employment voluntarily and without Good Reason. (Doc. 39-1 at ¶ 18.) Therefore, under the unambiguous terms of the Page 5 Paragraph of the 2010 Award Agreement, plaintiffs Options and Restricted Shares did not qualify for accelerated vesting.
The Merger Agreement also contained a specific provision addressing the effect of the merger on a Participant's Restricted Shares and Options. Specifically, Section 4.3(d) provided:
(Merger Agr. at § 4.3(d).)
Under the plain meaning of this language, "any performance-based vesting conditions" of Delphi's outstanding Awards were "deemed satisfied" as a result of the merger which meant that the income target requirement contained in the 2010 Award Agreement would no longer have to be satisfied in order for plaintiffs Award to vest. (Merger Agreement 4.3(d))
Section 4.3(d) of the Merger Agreement, however, maintained the requirement for continued employment. Specifically, the Merger Agreement stated that "the time-based vesting conditions in respect of the Performance Awards shall not be deemed satisfied." (Id.) The Merger Agreement further confirmed this by providing that the plaintiffs Options "will vest and be paid to holders thereof on December 31, 2012, subject to continued employment with Parent and its Affiliates through December 31, 2012" and "will otherwise retain the same terms and conditions (including, in the event of certain terminations of employment, accelerated vesting and payment) as contained in the original Performance Options . . ." (
In shorty as a result of Section 4.3(d) of the Merger Agreement, Reliance no longer had to meet performance goals in order for plaintiffs Award to vest, but plaintiff still had to remain additionally employed with Reliance [through December 31, 2012] in order for his Options to vest and [through March 5, 2013] in order for his Restricted Shares to vest.
Since plaintiff resigned without Good Reason and his last day of employment was June 14, 2012, six months before his Options under the 2010 Award Agreement would vest and nearly nine months before his Restricted Shares would vest, he did not satisfy Section 4.3(d) of the Merger Agreement and his breach of contract claim must fail. This conclusion is perfectly logical and reflects Delphi's need for its senior executives to stay for a short period of time after the merger to drive financial performance and continue to run the company through their normal vesting period. At the same time, Delphi provided protection to the senior executives in the form of accelerated vesting in the event of an unjust termination (which did not occur here). Otherwise, any Reliance senior executive could cash out and leave immediately after the Change of Ownership, leaving the newly formed company with no experienced senior executives.
Plaintiff directs the court's attention to Section 8(a) of the Plan, and contends that, under that Section, his options and shares vested immediately upon the Change of Ownership. Section 8(a) of the Plan provides:
Plan at §8(a) (emphasis added.)
Although Section 8(a) specifically states that any outstanding Awards subject to restrictions such as plaintiffs Award "shall become fully exercisable at the time of the Change of Ownership," this provision only applies "[u]nless otherwise provided by the Committee at the time of the Award grant." (Id.)
In fact, the Committee did "otherwise provide[]" at the time of the 2010 Award Agreement grant. The Page 5 Paragraph specifically set forth the set of conditions that needed to be met for accelerated vesting to occur in connection with a Change of Ownership.
In short, the Committee provided that a Change of Ownership would immediately vest plaintiffs Award only if (i) Reliance terminated the plaintiffs employment without Cause or the plaintiff terminated his employment for Good Reason and (ii) the Performance Condition (as defined in the Award) was satisfied. (Id.) Therefore, rather than leaving the 2010 Award Agreement silent on the effect of a Change of Ownership on plaintiffs Award and permitting section 8(a) of the Plan to apply, the Committee specifically "otherwise provided," and as such rendered the remainder of Section 8(a) of the Plan inapplicable.
Plaintiff also argues that the Merger Agreement did not and could not have amended his 2010 Award Agreement because the Merger Agreement amounted to a "material and adverse change" to the Award that required his consent under Section 9(d) of the Plan. According to plaintiff, the material and adverse change to plaintiffs Award is "because he lost the time value of over $2.3 million dollars, he lost the ability to make use of the money for 7-10 months, and, most, importantly, all of that money was at risk because Delphi could have experienced financial difficulties and failed to pay him in whole or in a timely manner, or Reliance could have simply terminated him prior to December 31, 2012 and claim that he wasn't owed a cent." (Doc. 42 at 14.)
Contrary to plaintiffs interpretation, were it not for the Merger Agreement, plaintiff might never have been eligible for over 2.3 million dollars in the first place. The Merger Agreement not only enhanced plaintiffs award by eliminating one of the vesting requirements the income target requirement, but also enhanced the award by significantly increasing the value of plaintiffs Options and Restricted Shares. The price of Delphi Class A stock the day before the merger was $25.43 a share while under the Merger Agreement, plaintiff would have received $43.875 per share (less the strike in the case of the options) plus a special dividend of $1.00 per share. Therefore, the Merger Agreement can hardly be said to have amounted to an adverse change to plaintiffs Award and therefore such a beneficial change did not require plaintiffs consent. In any event, as noted
In sum, under the Page 5 Paragraph of the Award Agreement and Section 4.3(d) of the Merger Agreement, which the court finds to be entirely consistent with each other, plaintiff was only entitled to accelerated vesting of his Restricted Shares and Options (without any time-based vesting requirements) if Reliance terminated the plaintiffs employment without cause or the plaintiff terminated his employment for Good Reason. Neither of these conditions occurred. Moreover, Section 8(a) of the Plan was rendered inapplicable by the Page 5 Paragraph by which the Committee "otherwise provided" in the event of a Change of Ownership on the Plan Award. Therefore, judgment will be entered in favor of Delphi on plaintiffs breach of contract claim,
Plaintiff has also asserted claims against Reliance for promissory estoppel, equitable estoppel and unjust enrichment. Essentially, plaintiffs theory on these claims is that Reliance caused plaintiff to justifiably rely on the 2010 Award Agreement by continuing to work for Reliance and, as a result, Reliance cannot avoid its obligations under the 2010 Award Agreement.
It is well-settled, however, that the existence of an actual contract such as the 2010 Award Agreement precludes equitable, quasi-contractual and unjust enrichment claims.
Plaintiff contends that these claims are not based on the 2010 Award Agreement (since Reliance was not a party to that Agreement), but are based on plaintiffs allegation in the Amended Complaint that "[i]n 2009, Lawrence Daurelle, President of Reliance indicated that he could secure for [plaintiff] a Stock Option Award Agreement with Delphi." (Am. Compl. ¶ 9.) However, when questioned about this allegation during his deposition, plaintiff testified:
(Green Dep. at 104.) As defendants point out, to the extent plaintiff recalled anything about the conversation with Mr.Daurelle, his recollection was that Mr. Daurelle would not specifically secure plaintiff an Award, but that Mr. Daurelle would try to secure an Award for all of Reliance's senior executives:
(
Based on this undisputed testimony, there is absolutely no evidence in the record of a separate oral agreement by Mr. Daurelle to specifically secure an Award for plaintiff. As a result, judgment will be entered on plaintiffs claims against Reliance for promissory estoppel, equitable estoppel and unjust enrichment.
Plaintiff also asserts a claim against Delphi and Reliance under the WPCL. However, the WPCL "does not create a right to compensation. Rather it provides a statutory remedy when the employer breaches a contractual obligation to pay earned wages."
Finally, plaintiff has asserted a claim against Delphi for violation of Delaware General Corporation Law. According to plaintiff, this is "a claim alleging disparate treatment of shareholders in connection with the Delphi-Tokio merger. The disparate treatment stems from the fact that shareholders who owned Delphi's Class A stock that was not restricted prior to the merger were paid for their shares at the time of the merger . . ., whereas those like Mr. Green, who held restricted shares of Delphi's Class A stock prior to the merger as the beneficial owner thereof with "the rights of a stockholder of Delphi" . . . did not." (Doc. 42 at 19-20.) Plaintiff contends that "once the restrictions on Mr. Green's restricted shares lapsed, he was just another holder of Class A Delphi stock and should have been paid as such."
The problem with this argument is that the court has already concluded that the restrictions on plaintiffs shares did not lapse at the time of the merger, but remained in effect until March 5, 2013. As discussed above, the only way the restrictions would have lapsed at the time of the merger was if plaintiff was terminated by Reliance without cause or if plaintiff terminated his employment for Good Reason. Therefore, Delphi is entitled to judgment on this claim as well.
