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CARLSON v. VIACOM INTL. INC.

June 24, 1983

John F. Carlson
v.
Viacom International Inc.


Pollack, District Judge


The opinion of the court was delivered by: POLLACK

MEMORANDUM

Plaintiff John F. Carlson, a former executive of defendant Viacom International Inc., alleges that Viacom breached its employment agreement with him. Defendant Viacom moves for summary judgment pursuant to Rule 56 of the Federal Rules of Civil Procedure. Carlson cross-moves for summary judgment pursuant to Rule 56 and asserts that if summary judgment is not granted in his favor that there are material issues of fact in dispute that prevent a grant of summary judgment for the defendant. For reasons stated below, defendant Viacom's motion for summary judgment is granted and the complaint is dismissed.

 Summary of Events

 Plaintiff was hired by Viacom as its Vice President of Finance in July 1979. On or about July 19, 1979, he was granted an option to purchase Viacom stock pursuant to a written agreement. This agreement entitled him to purchase 10,000 shares at $30.375 per share but was readjusted on May 11, 1981 to allow him to purchase 20,000 shares at $15.187 per share following a two-for-one split of the stock.

 This agreement provided that Carlson's option was to become exercisable with respect to predetermined numbers of shares on set dates. Thus, for example, Carlson was to be entitled to exercise his option to purchase 5,000 shares if he was still employed by Viacom on July 19, 1981. The only issue in dispute is whether Carlson's status at Viacom entitled him to execute these options.

 The option agreement specifically stated that except as provided in the agreement, "no option shall be exercisable if the Employee is not an employee of the Company." (Agreement para. 3(b), Exhibit 15 to Defendant's Notice of Motion.) In addition, the agreement stated specifically that:

 
the grant of an option shall not constitute an assurance of continued employment for any period, and such employment shall (subject to the provisions of any other contract between the Company and the Employee) be at the pleasure of the Company.

 Agreement, para. 7, Exhibit 15 to Defendant's Notice of Motion.

 Thus, Carlson had the right to exercise an option for 5,000 shares on July 19, 1981 if he was still an employee of Viacom on that date.

 According to plaintiff's own testimony, at some time in December, 1980, Mr. Elkes, Viacom's President, informed Carlson that he should begin to look for other employment although he was not yet being terminated at that point. In March 1981, however, Elkes again spoke with Carlson and did terminate him. Elkes sent a memorandum dated March 20, 1981 which provided in part that:

 
On or about March 30, 1981, you will relinquish the position of Vice President and Chief Financial Officer.
 
You shall continue on the Viacom payroll as Senior Vice President until such time as you have secured employment elsewhere or until June 30, 1981, whichever is sooner, at which time your employment shall terminate . . . .
 
Upon termination of your employment you will be entitled to receive as your financial compensation any accrued but unpaid compensation plus the cash ...

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