Vendura, Jr. v. Boxer ( 2017 )

United States Court of Appeals
For the First Circuit
No. 15-2387
GEORGE J. VENDURA, JR.,
Plaintiff, Appellant,
v.
JONATHAN BOXER; NORTHROP GRUMMAN CORPORATION; NORTHROP GRUMMAN
SPACE & MISSION SYSTEMS CORP. SALARIED PENSION PLAN; KEN
BEDINGFIELD; MICHAEL HARDESTY; NORTHROP GRUMMAN SPACE & MISSION
SYSTEMS CORP. SALARIED PENSION PLAN ADMINISTRATIVE COMMITTEE;
NORTHROP GRUMMAN AEROSPACE SECTOR; TIFFANY MCCONNELL; NORTHROP
GRUMMAN SPACE & MISSION SYSTEMS CORP.; DENISE PEPPARD,
Defendants, Appellees.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. William G. Young, U.S. District Judge]
Before
Torruella, Lipez, and Barron,
Circuit Judges.
Stephen D. Rosenberg, with whom Caroline Fiore and The
Wagner Law Group were on brief, for appellant.
Brian D. Netter, with whom Nancy G. Ross and Mayer Brown
LLP were on brief, for appellees.
January 11, 2017
BARRON, Circuit Judge. This appeal involves a suit
for pension benefits that George Vendura brings against Northrop
Grumman Corp. ("Northrop") and a number of related entities and
individuals.1 The key point of contention concerns the number of
"years of benefit service" that should be credited to Vendura in
calculating his pension benefits under his pension plan. We
affirm the judgment below, which grants summary judgment to
defendants.
I.
Vendura was hired by TRW Inc. ("TRW") in 1993 and
became a participant in the TRW Salaried Pension Plan ("TRW
Plan"). After Vendura worked for TRW for seven years, he went
on medical leave in June of 2000, in consequence of work-related
injuries that he had suffered much earlier. During this leave,
Vendura received Social Security and long-term disability
benefits. Vendura also applied for and, he contends, received
workers' compensation benefits during this time.
In 2002, Northrop acquired TRW and renamed the company
Northrup Grumman Space and Mission Systems Corp. ("NGSMSC").
1In particular, Vendura brought suit against ten
corporate and individual defendants: Northrop Grumman Corp.,
Northrop Grumman Aerospace Sector, Northrop Grumman Space &
Mission Systems Corp., Northrop Grumman Space & Mission Systems
Corp. Salaried Pension Plan, Northrop Grumman Space & Mission
Systems Corp. Salaried Pension Plan Administrative Committee,
Jonathan Boxer, Ken Bedingfield, Michael Hardesty, Tiffany
Mcconnell, and Denise Peppard.
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Soon thereafter, NGSMSC attempted to terminate Vendura's
employment. Vendura, however, challenged the attempt to lay him
off, and, in 2003, Vendura and NGSMSC signed a settlement
agreement that kept Vendura on board at NGSMSC.
The settlement agreement provided that Vendura would
remain an "employee" of NGSMSC and "receive all benefits and
rights to which he is entitled pursuant to all benefit plans for
which he is eligible." The settlement agreement further
provided that Vendura would cease to be a NGSMSC employee only
when one of several specific conditions came to pass. One of
those conditions was that "Vendura's LTD [long-term disability]
status ends."
Because this case concerns a dispute over pension
benefits rather than employment, however, the settlement
agreement matters only insofar as it relates to Vendura's
pension plan. And, the relevant pension plan is the NGSMSC
Salaried Pension Plan ("NGSMSC Plan"), which, for former TRW
employees like Vendura, incorporated the eligibility criteria
set forth in the TRW Plan.
The TRW Plan provides that pension benefits for
participants, like Vendura, are to be calculated on the basis of
the participant's "Years of Benefit Service." Section 2.2 of
the TRW Plan, in subsection (a), makes clear that such years
include ones in which a participant receives compensation "for
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the performance of services." But, in the subsequent
subsections of Section 2.2, the TRW Plan allows participants to
accrue years of benefit service even for periods of time in
which the participant is absent from work, so long as that
absence is for a reason that is specified in one of those
follow-on subsections in Section 2.2.
Only two of the follow-on subsections are relevant
here: subsections (b) and (c). Until 1999, these two
subsections read as follows:
(b) absence without pay from work because of
injury or occupational disease received in
the course of his employment with the
Controlled Group and for which he receives
Workers' Compensation disability benefits;
provided, however, that service credit shall
be limited to a maximum of twelve months
unless the Participant has met the
eligibility requirements for receiving long
term disability benefits (whether or not he
actually receives such benefits);
(c) absence without pay from work due to a
disability and for which he is entitled to
receive long-term disability benefits under
any plan maintained by a member of the
Controlled Group[.]
Effective January 1, 1999, however, the TRW Plan was
amended by, among other things, changing subsection (c). Post-
amendment, subsection (c) reads as follows:
(c) absence without pay from work due to a
disability and for which he is entitled to
receive long-term disability benefits under
any plan maintained by a member of the
Controlled Group, provided, however, with
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respect to an absence from work beginning on
or after January 1, 2000 as a result of
disability, (i) no more than sixty months of
Benefit Service will be credited under this
Section 2.2(c) for a Participant with five
or more years of Vesting Service and (ii) no
more than twelve months of Benefit Service
will be credited under this Section 2.2(c)
for a Participant with less than five years
of Vesting Service at the time such absence
from work commences.
(emphasis added to highlight the newly added language).
The proper interpretation of these subsections became
a subject of controversy after Vendura's long-term disability
insurer informed Vendura -- in October of 2012 -- that his
eligibility for long-term disability benefits would expire in
February of 2013. Vendura did not dispute that his long-term
disability benefits would expire at that time, or that, per the
settlement agreement, his employment with NGSMSC would thus come
to an end. For that reason, Vendura inquired about his pension
benefits and received a "retirement kit" from the Northrop
Grumman Benefits Center.2
In April of 2013, Vendura filed a claim for pension
benefits with the "Administrative Committee" for the NGSMSC
Plan. Under the documents comprising the NGSMSC Plan, the
Administrative Committee "is the 'plan administrator' under" the
Employee Retirement Income Security Act of 1974 ("ERISA"), 29
2
More precisely, Vendura received two retirement kits:
one that would have allowed him to elect a lump-sum distribution
of his pension, and a second that did not grant him that option.
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U.S.C. § 1001 et seq., and possesses the "full and sole
discretionary authority to interpret all plan documents and to
make all interpretive and factual determinations as to whether
any individual is entitled to receive any benefit and the amount
of such benefit under the terms of the Plan."
In making his pension benefits claim to the
Administrative Committee, Vendura argued that he is entitled to
twenty years of benefit service under the settlement agreement.
Vendura also argued that, even independent of the settlement
agreement, he is entitled to that same number of years of
benefit service under the plain terms of subsection (b) of
Section 2.2. Finally, Vendura argued that he is entitled to
elect a lump-sum distribution of his pension.
The Administrative Committee rejected Vendura's
arguments in letters sent to him in May and June of 2013. The
letters informed Vendura that he was eligible for a pension
reflecting only twelve years of benefit service and not the
twenty years of benefit service that Vendura contended that he
had accrued. The letters also rejected Vendura's contention
that Vendura was entitled to elect a lump-sum distribution of
his pension.
The Administrative Committee's calculation of
Vendura's years of benefit service reflected the following
determinations. The Administrative Committee concluded that the
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settlement agreement does not provide for accrual of benefit
service beyond the right of accrual under the NGSMSC Plan
itself. The Administrative Committee further found that, under
the NGSMSC Plan, by virtue of Section 2.2 of the TRW Plan that
it incorporates, Vendura was entitled only to five years of
benefit service for the thirteen years in which he was both
absent from work due to his disability and for which he was
eligible for long-term disability benefits. The Administrative
Committee based that determination on the amended version of
subsection (c) of Section 2.2, which the Administrative
Committee concluded barred a participant from accruing more than
sixty months of benefit service based on the participant's
eligibility for long-term disability benefits. The
Administrative Committee therefore credited Vendura with only
twelve years of benefit service, based on the five years of
benefit service that he accrued during his absence from work and
the seven years of benefit service that he accrued under
subsection (a) of Section 2.2 during his employment with TRW and
before his disability-based absence began.
Vendura appealed the decision to the Administrative
Committee, which issued its final decision denying Vendura's
appeal with respect to each of these issues on December 19,
2013. So, in 2014, Vendura filed an eight-count complaint in
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the United States District Court for the District of
Massachusetts against the defendants.
The main issue on appeal arises under ERISA, which
permits a pension plan participant to bring a civil action "to
recover benefits due to him under the terms of his plan, to
enforce his rights under the terms of the plan, or to clarify
his rights to future benefits under the terms of the plan." 29
U.S.C. § 1132(a)(1)(B). Vendura invokes this provision of ERISA
in his complaint in requesting that the District Court compel
defendants to fulfill their obligations under the NGSMSC Plan.
Vendura also brings a separate state law claim, in which he
argues that defendants are in breach of their obligations under
the settlement agreement, given what he contends is the
agreement's relationship to his rights under his pension plan.
After the defendants moved for summary judgment, the
District Court granted the motion. The District Court ruled
that the settlement agreement alone did not provide Vendura any
right to accrue years of benefit service beyond those to which
he would otherwise have been entitled. The District Court also
ruled that the Administrative Committee's interpretation of the
NGSMSC Plan, under which the sixty-month cap on the accrual of
years of benefit service that subsection (c) sets forth applies
to Vendura, was not arbitrary and capricious. And, on that
basis, the District Court ruled that Vendura was not entitled to
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pension benefits calculated based on his having accrued twenty
years of benefit service. Finally, the District Court ruled
that, in light of its finding with respect to the number of
years of benefit service to which Vendura was entitled, Vendura
also was not entitled to elect a lump-sum distribution of his
pension.
This timely appeal of the summary judgment order
followed.
II.
We start with Vendura's claim based on the settlement
agreement. He argues that because the settlement agreement
makes clear that Vendura remained an employee of NGSMSC until
his eligibility for long-term disability benefits expired, it
necessarily also entitled him to continue to accrue years of
benefit service for pension purposes up until that point in
time. And, for that reason, Vendura contends he is entitled to
the full twenty years of benefit service under the settlement
agreement.
The District Court, like the Administrative Committee,
rejected this argument. We review the District Court's
interpretation of the settlement agreement de novo. See
OfficeMax, Inc. v. Levesque, 658 F.3d 94, 97 (1st Cir. 2011)
("Contract interpretation . . . is a 'question of law' that is
reviewed de novo."); see also Hannington v. Sun Life and Health
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Ins. Co., 711 F.3d 226, 230 (1st Cir. 2013) ("extra-plan
material" is reviewed de novo). And, on de novo review, we
conclude that Vendura's interpretation of the settlement
agreement is without merit.
Vendura is right that, under the settlement agreement,
he remained an employee of NGSMSC until his eligibility for
long-term disability benefits expired. And he is right that his
eligibility for those benefits did not expire until February of
2013. But the settlement agreement merely provides that Vendura
is entitled to "all benefits and rights to which he is entitled
pursuant to all benefit plans for which he is eligible." Thus,
by its terms, the settlement agreement just provides that
Vendura retains the status of an employee and is entitled to
receive whatever pension benefits under the NGSMSC Plan that he
would otherwise be entitled to by virtue of being an employee.
For this reason, the settlement agreement does not help Vendura.
It merely directs us to examine those provisions of the NGSMSC
Plan, including those provisions of the TRW Plan that the NGSMSC
Plan incorporates, which bear on Vendura's right to accrue years
of benefit service. And so we now turn to those provisions.
III.
As we have noted, the NGSMSC Plan vests the
Administrative Committee with the authority to interpret and
apply the relevant provisions. As a result, and in accord with
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the requirements of ERISA, we review the Administrative
Committee's interpretations under the deferential arbitrary and
capricious standard, which is "functionally equivalent to the
abuse of discretion standard." Wright v. R.R. Donnelley & Sons
Co. Grp. Benefits Plan, 402 F.3d 67, 74 n.3 (1st Cir. 2005).
And, under that standard, we must defer to plan administrators
when they "reasonably" construe ambiguous plan terms. See,
e.g., Kolling v. Am. Power Conversion Corp., 347 F.3d 11, 14
(1st Cir. 2003).
A.
In assessing the Administrative Committee's
interpretation, it helps first to understand Vendura's proposed
interpretation. Under subsection (a) of Section 2.2 of the TRW
Plan, Vendura unquestionably accrued seven years of benefit
service because he was compensated for his performance of
services to TRW for seven years. But, he readily concedes, due
to the disability that he suffered from on-the-job injuries and
the extended absence from work that resulted, he was not in
compliance with that condition thereafter.
Vendura contends, however, that he was in compliance
with the condition for accruing years of benefit service set
forth in the very next subsection of Section 2.2 -- subsection
(b) -- because he contends that he received workers'
compensation benefits due to his disability after he was no
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longer able to work.3 He thus argues that he falls within the
first half of subsection (b), which provides for the accrual of
benefit service for those participants who are "absen[t] without
pay from work because of injury or occupational disease received
in the course of [the participant's] employment with the
Controlled Group and for which [the participant] receives
Workers' Compensation disability benefits."
But participants who meet the condition specified in
the first half of subsection (b) are, the rest of subsection (b)
makes clear, entitled to accrue only one year of benefit service
on that basis. And, if that one year is added to the seven
years for which Vendura provided active service to TRW and was
compensated, for which subsection (a) entitled him to accrue
seven years of benefit service, he would be entitled to only a
total of eight years of benefit service.
Vendura nevertheless continues undeterred. He
explains that the second half of subsection (b) shows that he is
in fact entitled to the extra twelve years of benefit service
that he also contends that he accrued. Vendura points out that
the second half of subsection (b) provides that "service credit
shall be limited to a maximum of twelve months unless the
Participant has met the eligibility requirements for receiving
3
As defendants point out, the District Court made no
finding on whether Vendura in fact received workers'
compensation benefits.
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long term disability benefits (whether or not he actually
receives such benefits)" (emphasis added). He also points out
that this highlighted language places no temporal limit on a
participant's right to accrue years of benefit service beyond
the temporal limit on the participant's eligibility for the
long-term disability benefits themselves. Vendura therefore
argues that the trailing language in the second half of
subsection (b) sets forth a separate entitlement to accrue years
of benefit service based on eligibility for long-term disability
that is distinct from the entitlement to years of benefit
service based on receipt of workers' compensation that is set
forth in the first half of subsection (b). And because his
eligibility for long-term disability benefits did not expire
until February of 2013, Vendura contends that subsection (b)
entitles him to accrue years of benefit service for the whole of
that time.
B.
The Administrative Committee counters Vendura by
pointing out that subsection (b) is not the only subsection that
addresses a participant's right to accrue years of benefit
service on the basis of eligibility for long-term disability
benefits. In fact, the very next provision in Section 2.2 --
subsection (c) -- does so as well. And the Administrative
Committee points to that provision -- and the sixty-month cap on
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the accrual of years of benefit service that it contains -- in
offering its competing interpretation of the trailing language
in the second half of subsection (b) and how that language
relates to subsection (c).
Specifically, in its June 2013 letter to Vendura, the
Administrative Committee described its view of the relationship
between subsections (b) and (c), and how they apply to a
participant like Vendura, as follows:
[I]f a participant receives workers'
compensation and long-term disability
benefits concurrently, his benefit service
is based on the period during which he
received long-term disability benefits
(subject to the 60-month limit [in
subsection (c)] described above). In your
case, you received long-term disability
benefits once your leave of absence began in
2000. As a result, any workers'
compensation benefits that you received
during the same period are disregarded under
the Plan.
Accordingly, that letter explained, Vendura was subject to the
sixty-month cap on the accrual of years of benefit service in
the amended subsection (c). And, in a later letter, the
Administrative Committee elaborated further and noted that,
historically, "[w]hen a participant received workers'
compensation and long-term disability benefits concurrently his
benefit service was always based on the period during which he
received long-term disability benefits." In that letter, the
Administrative Committee rejected Vendura's contrary contention
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on the ground that subsection (b) did not create a "loophole"
that would override the sixty-month cap imposed by subsection
(c).
Thus, the Administrative Committee rejects Vendura's
view that the second half of subsection (b) confers a stand-
alone right to accrue years of benefit service for as long as a
participant is eligible for long-term disability benefits to a
participant who satisfies the condition set forth in the first
half of subsection (b). The Administrative Committee instead
reads the second half of subsection (b) merely to set forth a
proviso that preserves the right of a participant like
Vendura -- notwithstanding that he may satisfy the condition in
the first half of subsection (b) -- to accrue years of benefit
service in accord with subsection (c). The Administrative
Committee therefore concluded that the sixty-month cap applies
to Vendura, and that he is entitled to five years of benefit
service beyond the seven years that he accrued under subsection
(a), with the result that he accrued a total of only 12 years of
benefit service.
C.
The upshot of these dueling readings is that the
parties agree that subsection (b)'s twelve-month cap does not
apply to Vendura, but disagree as to whether subsection (c)'s
sixty-month cap does. And so the decisive question on appeal:
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is the Administrative Committee's competing interpretation of
subsections (b) and (c), under which the sixty-month cap does
apply to Vendura, a reasonable one?
"When interpreting the provisions of an ERISA benefit
plan, we use federal substantive law including the 'common-sense
canons of contract interpretation.'" Rodriguez-Abreu v. Chase
Manhattan Bank, N.A., 986 F.2d 580, 585 (1st Cir. 1993) (quoting
Bellino v. Schlumberger Techs., Inc., 944 F.2d 26, 29 (1st Cir.
1991)). Here, because the NGSMSC Plan documents provide that
its provisions are to be construed in accordance with California
law, we also look to California's principles of contract
interpretation to guide our analysis. See Tetreault v. Reliance
Standard Life Ins. Co., 769 F.3d 49, 54 (1st Cir. 2014).
Applying this interpretive approach, we must not view
in isolation the trailing words in subsection (b) on which
Vendura's argument hinges. And when we consider the text and
structure of Section 2.2 as a whole, we find strong signals that
favor the Administrative Committee's reading. See Bowers
Hydraulic Dredging Co. v. United States, 211 U.S. 176, 188
(1908) ("To separate the words [of a phrase] from all the other
provisions of the contract, in order to give them . . . meaning,
repugnant to their significance in the contract, would be to
destroy, and not to sustain and enforce, the contract
requirements."); see also Hunt v. United Bank & Trust Co., 291
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P. 184, 187 (Cal. 1930) ("[C]ontracts must be construed as a
whole . . . and the intention of the parties is to be collected
from the entire instrument and not detached portions thereof, it
being necessary to consider all of the parts to determine the
meaning of any particular part as well as of the whole.").
First, subsection (b) addresses the accrual of years
of benefit service based on eligibility for long-term disability
benefits only in the course of setting forth an exception to a
limitation on the wholly distinct entitlement that the
subsection confers -- namely, the right of a participant to
accrue twelve months of benefit service based on the
participant's absence from work due to a job-related disability
for which that participant received workers' compensation
benefits. But an exception to a limitation on that entitlement
is hardly an obvious place to locate the wholly distinct
entitlement to accrue years of benefit service based on
eligibility for long-term disability benefits. Subsection (c),
by contrast, is quite direct in providing the entitlement to
accrue years of benefit service on that basis. It thus is quite
a natural place for such a stand-alone entitlement to appear.
Second, no other provision in Section 2.2 sets forth
an entitlement to accrue years of benefit service in the
backhanded manner posited by Vendura's reading of the last half
of subsection (b). Rather, just like the first half of
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subsection (b) and subsection (c), every other provision in
Section 2.2 sets out the criteria for the entitlement to accrue
years of benefit service in the first sentence of the provision.4
See, e.g., Penncro Assocs., Inc. v. Sprint Spectrum, L.P., 499
F.3d 1151, 1155–56 (10th Cir. 2007) ("When a contract uses
different language in proximate and similar provisions, we
commonly understand the provisions to illuminate one another and
assume that the parties' use of different language was intended
to convey different meanings."); Taracorp, Inc. v. NL Indus.,
Inc., 73 F.3d 738, 744 (7th Cir. 1996) ("[W]hen parties to the
same contract use such different language to address parallel
issues . . . it is reasonable to infer that they intend this
language to mean different things.").
Third, unlike the trailing language of the second half
of subsection (b), subsection (c) sets forth the kind of precise
and administrable definition of an entitlement that one would
expect a provision conferring an entitlement to provide. By
contrast, the trailing language in the second half of subsection
(b) does not specify the long-term disability benefits to which
it refers. That lack of specificity is curious if the second
4
The one subsection that contains multiple independent
entitlements, Section 2.2(f), sets them apart with Roman
numerals. The lack of Roman numerals before the second half of
subsection (b) thus provides further evidence that the second
half of that subsection was not intended to confer an
independent entitlement.
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half of subsection (b) is intended to set forth an entitlement
to accrue years of benefit service on the basis of such
benefits. By contrast, the lack of specificity is not
surprising if the second half of subsection (b) merely clarifies
that those participants entitled to accrue twelve months of
benefit service based on their receipt of workman's compensation
for an on-the-job injury may also be able to claim sixty months
of benefit service pursuant to the very next subsection. Thus,
the fact that subsection (c) contains a specific reference to
those "long-term disability benefits under any plan maintained
by a member of the Controlled Group," and that the trailing
language in the second half of subsection (b) does not, supports
the Administrative Committee's conclusion.
Fourth, subsection (c), by its terms, does not purport
to set forth an entitlement to accrue years of benefit service
based on eligibility for long-term disability benefits that
would not apply to Vendura. Instead, the terms of that
subsection describe participants who may accrue years of benefit
service based on their eligibility for long-term disability
benefits without regard to whether the disability arose from a
work-related injury and without regard to whether the
participant received workers' compensation in consequence of
that injury.
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Finally, in addition to these textual and structural
reasons for finding the Administrative Committee's reading to be
a reasonable one, there is the pre-amendment history of Section
2.2. Prior to the amendment to subsection (c), there was no
temporal cap under subsection (c). Thus, the following oddity
would have arisen if the trailing language of the second half of
subsection (b) set forth a stand-alone entitlement. Rather than
merely having helpfully clarified the availability of the
entitlement specifically provided for in subsection (c), that
portion of subsection (b) also would have superfluously set
forth that very same entitlement. The longstanding principle
against reading plan terms to be superfluous, therefore, points
against investing the last half of subsection (b) with the
greater substance that Vendura contends must be attributed to
it. Cf. Bouchard v. Crystal Coin Shop, Inc., 843 F.2d 10, 13–14
(1st Cir. 1988) ("Where the trustees of a plan . . . by their
interpretation render some provisions of the plan superfluous,
their actions may well be found to be arbitrary and capricious."
(quoting Miles v. N.Y. State Teamsters Conference Pension & Ret.
Fund Emp. Pension Benefit Plan, 698 F.2d 593, 599 (2d Cir.
1983))).
To be sure, there is now a temporal cap under
subsection (c). But, in light of the text and structure of the
two subsections that we have just reviewed, the Administrative
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Committee reasonably concluded that the imposition of the sixty-
month cap in subsection (c) did not provide -- for the first
time -- that those participants who are eligible for long-term
disability benefits and who had previously been eligible for
workers' compensation would be entitled to accrue more years of
benefit service than any other participants who were entitled to
accrue years of benefits services based on their eligibility for
long-term disability benefits. See, e.g., Diaz v. Seafarers
Int'l Union, 13 F.3d 454, 457–58 (1st Cir. 1994) (considering
the argument that a later version of a plan document shed light
on whether an earlier version conferred the power to interpret
pension eligibility rules); Kammerer v. Motion Picture Indus.
Pension Plan, 487 F. App'x 597, 599 (2d Cir. 2012) (finding that
when the current version of a plan did not define a relevant
term, the plan administrator's use of a particular rule was
supported by that rule's consistency with at least three earlier
versions of the plan). And so while the relevant provisions of
Section 2.2 certainly could have been clearer -- say, by
expressly cross-referencing subsection (c) in subsection (b) --
we conclude that the Administrative Committee reasonably
construed the provisions to subject Vendura to the sixty-month
cap in subsection (c).
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IV.
The final issue concerns whether Vendura is entitled
to elect a lump-sum payment of his pension benefits. Under
Section 5.5 of the TRW Plan, which the NGSMSC Plan incorporates
for a participant like Vendura, a participant may elect a lump-
sum payment so long as "he files a written application therefor
while an Employee still accruing Service during the three
calendar month period immediately preceding his Retirement
Date." Vendura requested a lump-sum distribution in 2013. As a
result, the question of whether Vendura is entitled to a lump-
sum distribution is fully answered by considering whether he was
still accruing benefit service in 2013. Because we hold that
the Administrative Committee reasonably determined that Vendura
was not accruing years of benefit service under either the
settlement agreement or the Plan in 2013, in consequence of the
sixty-month cap in subsection (c) that the Administrative
Committee reasonably construed to apply to him, the
Administrative Committee also reasonably determined that Vendura
was not entitled to elect a lump-sum distribution at that time.
V.
For these reasons, the judgment of the District Court
is affirmed.
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