Tatom, Michael v. Ameritech Corp ( 2002 )

In the
United States Court of Appeals
For the Seventh Circuit
____________
No. 00-3843
MICHAEL TATOM,
Plaintiff-Appellant,
v.
AMERITECH CORPORATION and
AMERITECH INFORMATION SYSTEMS, INC.,
Defendants-Appellees.
____________
Appeal from the United States District Court
for the Northern District of Illinois, Eastern Division.
No. 99 C 683—Ronald A. Guzmán, Judge.
____________
ARGUED JUNE 7, 2001—DECIDED SEPTEMBER 18, 2002
____________
Before COFFEY, EASTERBROOK, and ROVNER, Circuit
Judges.
ROVNER, Circuit Judge. After announcing his early re-
tirement from Ameritech Corporation (“Ameritech”) in
January 1997, Michael Tatom (“Tatom”) accepted a job with
U.S. West. Because Ameritech considered U.S. West to be
one of its competitors, it informed Tatom that he would not
be paid his annual incentive award for 1996. In addition,
Ameritech decided to cancel the unvested stock options that
the company had issued to Tatom pursuant to its Long
Term Incentive Plan rather than to accelerate the vesting
2 No. 00-3843
of those options; it also cancelled Tatom’s vested options as
of the end of January 1997, leaving Tatom only a short
window of time in which to exercise those options. Tatom
subsequently filed this action claiming, inter alia, that
Ameritech had breached its contractual obligations to him
in withholding the 1996 incentive award and cancelling his
stock options. In a thorough opinion, the district court
granted summary judgment in favor of the defendants on
these and the other claims that Tatom asserted. Tatom
v. Ameritech Corp., No. 99 C 683, 2000 WL 1648931 (N.D.
Ill. Sept. 28, 2000) (Guzmán, J.). Tatom appeals that de-
cision insofar as it disposed of his contractual arguments vis
à vis his incentive award and stock options. We affirm.
I.
By the time that Tatom announced his early retirement
from Ameritech on January 16, 1997, he had worked for the
company and its predecessors for more than twenty-five
years and had risen to the post of Vice President for Op-
erations in the Custom Business Services unit (“CBS”) of
Ameritech’s wholly-owned subsidiary, Ameritech Informa-
tion Systems (“AIS”). The CBS unit provided both regulated
and nonregulated communications services for large busi-
nesses both within the United States and around the world.
As CBS’ Vice President for Operations, Tatom spearheaded
the effort to review and streamline its services and man-
aged to cut costs by twenty-five to thirty percent.
For 1996, the year prior to his departure from Ameritech,
Tatom received two documents describing the components
of his compensation for that year. These two documents
form the basis for Tatom’s claim that Ameritech was con-
tractually obligated to pay him a bonus for 1996.
The first of these documents was a twenty-page state-
ment entitled “Total Compensation: Your 1996 Total Com-
No. 00-3843 3
pensation Opportunity,” which described all of the compo-
nents of Tatom’s anticipated compensation. R. 49, Tatom
Dep. Ex. 6. As a senior executive, Tatom had been desig-
nated a “Corporate Resource” level employee, which status
entitled him to a broader array of compensation than other
managerial employees. The components of Tatom’s compen-
sation included his cash compensation (comprising a base
salary plus an annual incentive award), long-term incen-
tives (an annual award of stock options, with dividend
equivalents), welfare benefits (health care plans and dis-
ability and dismemberment insurance), life insurance, and
retirement benefits. The Total Compensation statement
was customized to the extent that it was printed with
Tatom’s name on the cover page and contained specific
information about his base salary, a target annual incentive
payment, and the number of stock options granted to him.
The statement indicated that Tatom’s target bonus for 1996
was $50,500. A “Notes About Your Statement” section at
the conclusion of this document stated, inter alia:
Every effort has been made to ensure the accuracy of
the information reported in this statement. However,
errors can occur. In all cases, benefits that become
payable to you will be made in accordance with the
various plans and insurance contracts, which are
always the governing documents.
R. 49, Tatom Dep. Ex. 6 at 18.
The second document that Tatom received was a nine-
page brochure entitled “CBS Rewarding for Success,” which
provided an overview of the cash compensation program for
CBS employees like Tatom. R. 49, Tatom Dep. Ex. 13. In-
cluded in that overview was a discussion of the formulas
used to calculate an employee’s base salary as well as his
annual incentive (bonus) compensation. The final page of
that brochure contained the following disclaimer:
4 No. 00-3843
Notice Custom Business Services reserves the right to
amend or cancel the CBS Compensation Pro-
gram in whole or in part at any time without
notice. It also reserves the right to reduce,
modify, or withhold awards based on such
factors as regulatory events, changes in busi-
ness conditions, or individual performance.
CBS also reserves the right to decide all ques-
tions and issues arising under the CBS Com-
pensation Program and its decisions are final.
The CBS Compensation Program is a state-
ment of CBS’ intentions and does not constitute
a guarantee that any particular amount of
compensation will be paid. It does not create a
contractual relationship or any contractually
enforceable rights between CBS and the em-
ployee.
R. 49, Tatom Dep. Ex. 13 at D139 (emphasis in original).
As we have mentioned, Tatom’s compensation package
included long-term incentives in the form of stock options,
which Tatom received in 1992, 1994, 1995, and 1996. Each
issue of stock options was governed by a stock option grant
agreement that established a timetable for when the op-
tions vested (meaning that Tatom could then exercise the
option to purchase a specified number of shares at a par-
ticular price). By the time Tatom left Ameritech’s employ
in 1997, he had accumulated options to purchase 19,750
shares of Ameritech stock. As of his resignation, 13,784 of
those options had vested, while 5,966 of them (granted to
him in 1995 and 1996) had not.
The stock option grant agreements each contained a
provision providing for the accelerated vesting of an em-
ployee’s options under certain circumstances. As relevant
here, the agreements provided that the employee would
No. 00-3843 5
gain the immediate right to exercise any and all unvested
options in the event of either the employee’s normal re-
tirement or, alternatively, his early retirement “with the
Company’s approval” after the year in which the options
were issued. See, e.g., R. 49, Tatom Dep. Ex. 26 at D273 ¶ 3,
D275 ¶ 3.
The stock option grant agreements also provided for an
extended period of time during which an employee could
exercise vested options upon retirement. An employee
would normally have only thirty days in which to exercise
vested options upon separation from the company. How-
ever, as explained in a summary of Ameritech’s Long Term
Incentive Plan (“LTIP”):
Upon normal retirement (age 65) or approved early
retirement . . . [v]ested stock options generally remain
exercisable until the earlier of five years from your
retirement date or the original expiration date of the
options.
R. 49, Tatom Dep. Ex. 8 at D176.
Ameritech’s LTIP also included a forfeiture provision that
came into play when a plan participant became employed
with one of Ameritech’s competitors:
. . . Notwithstanding any other provision of the Plan, if
a Participant, while otherwise eligible for payment or
accrual of a benefit under the Plan:
(a) has, without the consent of the Company or any
subsidiary, become associated with, is employed
by, renders services to, or owns a substantial
interest in any business that is competitive
with the Company or its subsidiaries, . . .
...
6 No. 00-3843
then, his participation in the Plan shall immediately
cease and all undistributed awards and grants previ-
ously made to him under the Plan and all rights to
payments of any kind under the Plan, exclusive of any
amount voluntarily deferred shall be immediately for-
feited.
R. 49, Tatom Dep. Ex. 7 at D186-87.
In the fall of 1996, Tatom entered into discussions with
U.S. West about the possibility of employment with that
company, which was undergoing a significant restructuring.
On January 2, 1997, U.S. West formally offered Tatom a job
as Vice President for Design Services of its Communications
Group.
On January 16, 1997, Tatom announced his retirement
from Ameritech and formally accepted U.S. West’s offer of
employment. Tatom did not disclose that he was departing
for U.S. West, but at some point within the next five days,
Ameritech learned that this was Tatom’s intent. Walter
Oliver was Ameritech’s Senior Vice President for Human
Resources, and as such had decision-making authority
regarding benefits for Ameritech’s executive employees.
Oliver directed Andrea Cohen, Manager of Executive Com-
pensation, to speak with someone in Ameritech’s Corporate
Strategy Department to determine whether U.S. West was
considered one of the company’s competitors, and also to
secure legal advice from the company’s in-house attorneys.
Based on the results of those inquiries, Oliver determined
that U.S. West was considered to be one of Ameritech’s
competitors.
On January 21, 1997, Oliver wrote Tatom a letter in-
forming him that because he had accepted a job with U.S.
West, Ameritech had decided to withhold his 1996 bonus,
deny Tatom accelerated vesting of those stock options which
had not yet become exercisable, and cancel his vested and
unvested stock options:
No. 00-3843 7
In light of your resignation and subsequent employment
by U.S. West, a competitor of Ameritech, we wish to
advise you of the following implications of your decision:
...
2. No payment will be made with respect to the 1996
annual incentive award.
3. The terms of the stock option with dividend equiva-
lents awards granted to you on 1/17/95 and 1/16/96
provide for accelerated vesting of non-vested shares
in the event of normal retirement or early retire-
ment with the Company’s approval. . . . Although
you are eligible for early retirement since your
years of service plus age total more than 75, your
early retirement is not approved by the Company
for purposes of triggering accelerated vesting of
stock options. Therefore, acceleration of unvested
stock option shares will not occur and all stock
options which have not vested as of January 31,
1997 will immediately be canceled.
4. Ameritech’s Long Term Incentive Plans provide
for the immediate cancellation of all outstanding
awards, whether vested or unvested, if after separa-
tion of employment, you are employed by or render
services to any company that competes with the
business of Ameritech or any of its subsidiaries.
Therefore, all vested stock options will be canceled
as of the close of business on January 31, 1997.
R. 49, Tatom Dep. Ex. 3 at D2. After receiving this letter,
Tatom spoke with Oliver by telephone and protested the
decision to deny him the 1996 bonus and to cancel his stock
options, but Oliver reaffirmed the company’s decision.
Tatom’s last day of employment with Ameritech was
January 31, 1997. True to Oliver’s letter, the company did
8 No. 00-3843
not pay him the bonus and canceled his vested and un-
vested options. Before his vested options were cancelled on
January 31, Tatom did elect to exercise his rights with re-
spect to the purchase of at least 1,000 shares of Ameritech
stock.
Based on diversity of citizenship (Tatom moved to Colo-
rado when he accepted employment with U.S. West), federal
question, and pendent claim jurisdiction, Tatom filed suit
against Ameritech and AIS asserting claims for breach of
contract, violations of the Illinois Wage Payment and
Collection Act, 820 ILCS 115/1 et seq. (“IWPCA”), and vio-
lations of the Employee Retirement Income Security Act, 29
U.S.C. §§ 1132(a)(1)(b), 1140 (“ERISA”). After engaging in
discovery, the parties filed cross-motions for summary
judgment. Finding there to be no dispute of material fact,
the district court entered judgment against Tatom and in
favor of the defendants on each of Tatom’s claims. 2000 WL
1648931. With respect to Tatom’s claims for breach of con-
tract, which are the only claims at issue in this appeal, the
district court reasoned as follows:
First, regarding Tatom’s 1996 bonus, the court deter-
mined that no reasonable jury could find that Ameritech
had promised in sufficiently clear terms to pay him such a
bonus. In making that determination, the court relied in
particular on the disclaimer in the CBS Compensation
Program brochure, which indicated that the program was
simply a statement of the CBS unit’s intentions and not an
enforceable contract. 2000 WL 1648931, at *5.
As for the stock options, the court noted that the option
grant agreements conditioned accelerated vesting of un-
vested options upon the company’s approval of a partici-
pant’s early retirement, and that the LTIP provided for
forfeiture of the participant’s options upon his employment
with a competitor of Ameritech—a qualification also noted
in the explanatory brochure. Id. at *5 - *6.
No. 00-3843 9
The court rejected Tatom’s contention that the forfeiture
provision constituted an unreasonable anti-competition
clause. Because the provision restricted Tatom’s participa-
tion in a profit-sharing plan rather than his employment
rights, the court reasoned, it was not unreasonable and
could be enforced. Id. at *6.
Next, the court found it to be undisputed that U.S. West
competed with Ameritech’s business: the manager of Ameri-
tech’s Corporate Strategy department had testified that he
had been tracking U.S. West since it invested in a subsid-
iary of Time Warner, which provided nonregulated tele-
phone services to large businesses within the Ameritech
region; and Ameritech’s Regional Vice President for Voice
and Data Managed Services had averred that Ameritech’s
CBS unit had unsuccessfully bid against U.S. West to pro-
vide nonregulated service to Motorola in Arizona, a state
in U.S. West’s region. Id. at *7.
Finally, the court rejected Tatom’s contention that Ameri-
tech had acted inconsistently and in violation of an implied
covenant of good faith and fair dealing by allowing two
other former employees who went to work for U.S. West to
exercise their vested options within five years of their
departure from Ameritech. The evidence revealed that
Ameritech was unaware that those employees had accepted
employment with U.S. West, and in any event, Ameritech
had grounds to treat Tatom differently: Tatom was a higher
level executive than either of the other two employees, and
“logic dictates that a [company’s] heightened reliance on top
executives to manage all aspects of its business is accompa-
nied by increased susceptibility should one of these execu-
tives leave to work for one of its competitors.” Id. at *8.
10 No. 00-3843
II.
Tatom does not quarrel with the disposition of his claims
under either the IWPCA or ERISA in the district court. His
appeal is limited to his contractual claims vis à vis his 1996
bonus and his stock options. We take those claims in turn.
A. Incentive Award
Tatom contends that the CBS Compensation Program
brochure, together with his 1996 Total Compensation state-
ment, established a contract pursuant to which Ameritech
was obligated to pay him a bonus. Ameritech breached that
obligation, in Tatom’s view, when it denied him a bonus
based solely on his decision in 1997 to leave the company
and go to work for U.S. West.
Under Illinois law, which the parties agree governs
Tatom’s contract claims, an employee handbook or other
statement of employment policy akin to the documents at
issue here can give rise to an enforceable contract provided
three conditions are met: (1) the language of the statement
sets forth a promise in terms clear enough to cause a
reasonable employee to believe that an offer has been made;
(2) the statement is distributed to the employee, so that the
employee is aware of its contents and reasonably construes
it to be an offer; and (3) the employee accepts the offer by
commencing or continuing to work after reading the state-
ment. Duldulao v. Saint Mary of Nazareth Hosp. Ctr., 505
N.E.2d 314, 318 (Ill. 1987). “When these conditions are
present, then the employee’s continued work constitutes
consideration for the promises contained in the statement
and under traditional principles a valid contract is formed.”
Id.; see also Doyle v. Holy Cross Hosp., 708 N.E.2d 1140,
1144 (Ill. 1999). The threshold and dispositive question here
is whether the two documents regarding Tatom’s com-
pensation set forth a promise in terms clear enough to
No. 00-3843 11
cause an employee to reasonably believe that an offer of a
bonus had been made. We agree with the district court that
they did not.
Read together, the Total Compensation statement and the
CBS Compensation Program brochure do not reasonably
establish a promise to pay him a bonus. True, the Total
Compensation statement does indicate that his compensa-
tion would consist of both a base salary plus an annual
incentive award. That statement also identifies a target
bonus amount of $50,500, which “will be made available for
payout if key financial performance targets are achieved.”
R. 49, Tatom Dep. Ex. 6 at 2. It also indicates that the
bonus could be more or less than the target amount “de-
pending on Corporate and business unit financial results,
as well as [Tatom’s] individual performance.” Id. So Tatom
could not reasonably have believed that he was promised
payment of the target bonus amount. What dooms a rea-
sonable expectation that a bonus in any amount would be
paid is the “Notice” at the end of the nine-page CBS Com-
pensation booklet. That notice states that Ameritech’s CBS
unit “reserves the right to reduce, modify, or withhold
awards based on such factors as regulatory events, changes
in business conditions, or individual performance,” as well
as the final right “to decide all questions and issues arising
under the CBS Compensation Program . . . .” More to the
point, the notice expressly disavows any notion that a bonus
had been promised:
The CBS Compensation Program is a statement of CBS’
intentions and does not constitute a guarantee that any
particular amount of compensation will be paid. It does
not create a contractual relationship or any contractu-
ally enforceable rights between CBS and the employee.
R. 49, Tatom Dep. Ex. 13 at D139.
12 No. 00-3843
This express disclaimer forecloses any reasonable expec-
tation that Tatom had been promised a bonus. See, e.g.,
Garcia v. Kankakee Housing Auth., 279 F.3d 532, 535-36
(7th Cir. 2002); Freeman v. Chicago Park Dist., 189 F.3d
613, 17 (7th Cir. 1999); Moore v. Ill. Bell Tel. Co., 508
N.E.2d 519, 521 (Ill. App. 1987). The language of the dis-
claimer is clear. Tatom points out that the Total Compensa-
tion statement does not itself contain such a disclaimer, but
the “Notes About Your Statement” section of that statement
does state that “[i]n all cases, benefits that become payable
to you will be made in accordance with the terms of the
various plans and insurance contracts, which are always
the governing documents” (R. 49, Tatom Dep. Ex. 6 at 18);
and even Tatom agrees that the Total Compensation state-
ment must be read together with the CBS Compensation
Program booklet, which of course does include the dis-
claimer (see Tatom Br. 5). Tatom also suggests that the
disclaimer is not sufficiently conspicuous, although he does
not contend that he never saw the notice. Compare Wheeler
v. Phoenix Co. of Chicago, 658 N.E.2d 532, 536 (Ill. App.
1995) (drawing on law of warranty for requirement that
disclaimer in employee contract must be conspicuous), with
Twin Disc, Inc. v. Big Bud Tractor, Inc., 772 F.2d 1329,
1335 (7th Cir. 1985) (observing that under law of warranty,
buyer’s actual knowledge of warranty disclaimer obviates
any need to determine whether disclaimer is conspicuous).
The disclaimer was by no means hidden: it came at the end
of a short booklet, was set forth in the same typeface as the
rest of the booklet following the word “Notice” in bold
letters (a heading and typeface that alerted the reader to its
significance), and the language of the disclaimer was
unambiguous. See, e.g., Border v. City of Crystal Lake, 75
F.3d 270, 274-75 (7th Cir. 1996).
Because the language of the relevant documents did not
give rise to a reasonable belief that Tatom would receive a
No. 00-3843 13
bonus, Tatom’s contractual claim necessarily fails. We need
not consider, therefore, whether Ameritech acted improp-
erly by withholding the bonus based on Tatom’s decision to
leave Ameritech for a competitor.
B. Stock Options
Had all gone as Tatom had hoped with his retirement, he
would have enjoyed two key rights with respect to his stock
options: accelerated vesting of all unvested options, and the
right to exercise all vested options within five years from
the date of his retirement or prior to the original expiration
date of the options, whichever came first. However, based
on the forfeiture provisions of the LTIP regarding subse-
quent employment with competitors of Ameritech, Ameri-
tech cancelled Tatom’s unvested options altogether and
forced him to exercise his vested options by the end of
January 1997 or lose them. Tatom challenges Ameritech’s
treatment of the stock options on three grounds. First, he
contends that the forfeiture provisions of the LTIP are
unenforceable because they impose an unreasonable, anti-
competitive restraint on his ability to obtain subsequent
employment. Second, he believes that the evidence does not
establish that U.S. West was in fact Ameritech’s competi-
tor. Third, he believes that Ameritech’s disparate treatment
of other former employees who went to work for U.S. West
establishes a violation of the implied covenant of good faith
and fair dealing.
As Tatom points out, Illinois disfavors noncompete pro-
visions in employee contracts. Advent Elecs., Inc. v. Buck-
man, 112 F.3d 267, 274 (7th Cir. 1997). This is not a case
that involves a facially anti-competitive provision; nothing
in the agreements at issue actually restricted Tatom’s
ability to work for Ameritech’s competitors. Federal cases
draw a distinction between provisions that prevent an
14 No. 00-3843
employee from working for a competitor and those that call
for a forfeiture of certain benefits should he do so. E.g.,
Clark v. Lauren Young Tire Ctr. Profit Sharing Trust, 816
F.2d 480, 482 n.1 (9th Cir. 1987); Cinelli v. American Home
Prods. Corp., 785 F.2d 264, 266 (10th Cir. 1986); Golden v.
Kentile Floors, Inc., 512 F.2d 838, 844-46 (5th Cir. 1975); see
also Schlumberger Tech. Corp. v. Blaker, 859 F.2d 512, 516
(7th Cir. 1988) (summarizing differing state approaches to
this issue). However, Johnson v. Country Life Ins. Co., 300
N.E.2d 11, 14-15 (Ill. App. 1973), dealt with such a forfei-
ture provision and deemed it the equivalent of an unen-
forceable anti-competitive clause. That provision caused an
insurance agent to lose the commissions on the life insur-
ance policies he had sold if he represented any other
insurer in the region. By thus depriving the agent of his
compensation, the forfeiture provision had a direct and
inescapable effect on his livelihood. Id. at 15. In Sarnoff v.
American Home Prods. Corp., 798 F.2d 1075, 1080-81 (7th
Cir. 1986), we acknowledged the possibility that an Illinois
court might likewise “pierce the formal wrappings” of a
stock option forfeiture provision and deem it the equivalent
of an anti-competitive provision. We also acknowledged the
alternative possibility that Illinois courts might distinguish
between the forfeiture of a “bonus” like a stock option and
“regular compensation” like wages and the commissions at
issue in Johnson. Id. at 1081. Ultimately, we did not have
to decide in Sarnoff how such a forfeiture provision should
be treated under Illinois law, nor need we do so here.
An anti-competitive clause, if that is what the forfeiture
provision here is, may still be enforced in Illinois as long
as it is reasonable. E.g., Advent Elecs., 112 F.3d at 274,
quoting Rao v. Rao, 718 F.2d 219, 223 (7th Cir. 1983). A
provision that calls for the forfeiture of a bonus in the form
of stock options does not strike us as an unreasonable
restraint on competition. Stock options, in contrast to other
No. 00-3843 15
types of regular and bonus compensation, give an employee
the right to acquire an ownership interest in a company;
that interest in turn gives the employee a long-term stake
in the company and supplies him an incentive to contribute
to the company’s performance. See Rosenberg v. Salomon,
Inc., 992 F. Supp. 513, 518 (D. Conn. 1997). A provision
calling for the forfeiture of such options in the event that
the holder goes to work for a competitor thus serves to keep
the option holder’s interests aligned with the company’s. In
this respect, the LTIP’s forfeiture provision is not unreason-
able.
Based on the record before us, we also find that Ameri-
tech was within its rights to deem U.S. West a competitor
and thus to invoke the forfeiture provision. To cite but a few
examples of competition disclosed in the record: (1) In
1995, Ameritech’s CBS unit (of which Tatom was then Vice
President for Operations) had made a bid to provide certain
nonregulated communications services, including voice and
data services, to Motorola in Arizona but lost out to U.S.
West (R. 48, Mulchrone Aff. ¶¶ 8-9); (2) also in 1995, Time
Warner, of which U.S. West was a part-owner, won certifi-
cation to provide local telephone service in Chicago (R. 48,
Weller Dep. at 92); and (3) in 1996, U.S. West, in partner-
ship with PCS Prime Co, was providing cellular service in
Chicago, among other localities (R. 48, Woodward Aff. Ex.
B, U.S. West Media Group 1996 Summary Annual Report
at 8). This evidence suggests that Ameritech had ample
ground on which to treat U.S. West as one of its competi-
tors. Indeed, Tatom has identified nothing in the record
that calls that assessment into doubt, beyond arguing that
the evidence is insufficient to show that the two companies
were repeatedly bidding head to head to serve the same
customers and seizing business from one another, which we
believe to be an unrealistically narrow understanding of the
concept of competition.
16 No. 00-3843
Finally, although Ameritech did not require two other
employees to forfeit their LTIP benefits when they left the
company to work with U.S. West, this does not present a
question as to whether Ameritech violated the covenant of
good faith and fair dealing that Illinois law reads into all
contracts absent express disavowal. E.g., Interim Health
Care of N. Ill., Inc. v. Interim Health Care, Inc., 225 F.3d
876, 884 (7th Cir. 2000). The record reveals that (1) Ameri-
tech was unaware that the other employees had taken jobs
with U.S. West when they left Ameritech’s employ (R. 48,
Oliver Dep. at 211; id., Cohen Dep at 101); (2) Tatom was a
higher level executive with broader responsibilities than
either of the other two employees (see, e.g., R. 48, Tatom
Dep. at 56); and (3) Tatom’s status was reflected by the fact
that he was one of approximately 225 of Ameritech’s 24,719
management employees who participated in the company’s
Corporate Resources program (R. 48, Young Aff. ¶¶ 4-5),
which gave him access to a wider array of benefits than the
other two employees, including Ameritech’s Key Manage-
ment Life Insurance Plan (pursuant to which the company
and the participant shared the cost of insurance on the
participant’s life), additional disability and pension plan
benefits, and higher stock option grant levels (id. ¶ 6). The
company thus had a plausible basis on which to treat
Tatom differently than it did other departing employees.
Moreover, the record gives no indication that Ameritech
acted precipitously or arbitrarily in deciding to forfeit
Tatom’s stock options: Oliver, who was charged with that
decision, initiated consultations with the company’s Legal
and Corporate Strategy departments, ascertained that the
company did, in fact, view U.S. West as one of its competi-
tors, and invoked the forfeiture clause on that basis. See R.
48, Oliver Dep. 82-84, 88-89. There is no evidence in the
record suggesting that Ameritech made that decision on
any other basis, let alone an improper one.
No. 00-3843 17
III.
For all of these reasons, we AFFIRM the district court’s
decision to grant summary judgment in favor of the defen-
dants on Tatom’s contractual claims.
A true Copy:
Teste:
________________________________
Clerk of the United States Court of
Appeals for the Seventh Circuit
USCA-97-C-006—9-18-02