216 F.3d 1071 (2nd Cir. 2000), 99-9533, Doherty v. American Home Products Corp.

Docket Nº:99-9533.
Citation:216 F.3d 1071
Party Name:John F. DOHERTY et al., Plaintiffs-Appellants, v. AMERICAN HOME PRODUCTS CORPORATION, Defendant-Appellee.
Case Date:June 15, 2000
Court:United States Courts of Appeals, Court of Appeals for the Second Circuit
 
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Page 1071

216 F.3d 1071 (2nd Cir. 2000)

John F. DOHERTY et al., Plaintiffs-Appellants,

v.

AMERICAN HOME PRODUCTS CORPORATION, Defendant-Appellee.

No. 99-9533.

United States Court of Appeals, Second Circuit

June 15, 2000

Editorial Note:

This opinion appears in the Federal reporter in a table titled "Table of Decisions Without Reported Opinions". (See FI CTA2 s 0.23 regarding use of unpublished opinions)

Appeal from the United States District Court for the District of Connecticut, Burns, Judge.

Michael B. Wolk, Alfred V. Greco, P.C.; Alfred V. Greco, Edmund F. Wolk, Amy E. Kirwan, of counsel, New York, NY, for appellants.

Francis H. Morrison III, Day, Berry & Howard LLP; Glenn W. Dowd, Michael A. Bucci, of counsel, Hartford, CT, for appellee.

Present WINTER, Chief Judge, SACK, Circuit Judge, and HODGES, [*] District Judge.

SUMMARY ORDER

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that the judgment of the District Court is hereby AFFIRMED.

John F. Doherty and 196 similarly situated co-appellants appeal from Judge Burns's dismissal of their complaint. Appellants principally claim that appellee American Home Products Corporation ("AHP") breached their outstanding stock option agreements by limiting the terms of their options subsequent to a change of control transaction. The district court determined that the option terms were legitimately limited under the unambiguous language of the option agreements and dismissed appellants' complaint. We affirm.

All appellants were employed by Corometrics Medical Systems ("CMS"), a former subsidiary of AHP, and entered into stock option agreements with AHP under appellee's 1985 Stock Option Plan and/or 1990 Stock Incentive Plan (collectively, "Option Plans"). The Option Plans explicitly provided that "no Option may be exercised unless the optionee ... is then employed by [AHP] or any of its subsidiaries and shall have been continuously employed by [AHP] or one or more of such subsidiaries since the date of the grant of his or her Option." Subsection (g) of the Option Plans did provide, however, that optionees would have the right to exercise their options for three years after AHP or one of its subsidiaries terminated their employment due to retirement or disability and for three months after AHP or one of its subsidiaries caused their termination for any other reason other...

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