The opinion of the court was delivered by: Sidney H. Stein, U.S. District Judge.
Plaintiff Sheldon Sussman brings this action pursuant to section 502 of the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1132, and for breach of contract and conversion. Sussman alleges that his former employer, Rabobank International, owes him $833,208.76 in benefits that he earned under the terms of the Rabobank International Bonus Deferral Plan. Rabobank responds that Sussman explicitly waived his right to these benefits in the separation agreement he signed upon leaving the employ of Rabobank in 2008. Rabobank moved for judgment on the pleadings, or alternatively, for summary judgment, and Sussman has now cross-moved for summary judgment. Because this Court finds that Sussman waived his right to the relevant benefits before they vested, defendant's motion for summary judgment is granted, and plaintiff's cross-motion for summary judgment is denied.
The following facts are undisputed, unless otherwise noted.
A. The Parties' Employment Relationship
Sussman began working for Rabobank in 1998 and served as its Head of Global Financial Markets until his termination on March 10, 2008. (Def.'s Local Civil Rule 56.1 Statement of Undisputed Facts ("Def.'s 56.1") ¶ 1; Pl.'s Local Civil Rule 56.1 Statement of Undisputed Facts ("Pl.'s 56.1") ¶ 1.)
B. The Bonus Deferral Plan
Sussman was a participant in the Rabobank International Bonus Deferral Plan (the "Plan"). (Def.'s 56.1 ¶ 2; Pl.'s 56.1 ¶ 2.) As a Plan participant, he had his annual bonus compensation placed in a segregated fund, known as a Rabbi Trust. (Def.'s 56.1 ¶¶ 3, 9; Pl.'s 56.1 ¶¶ 3, 9.) According to the Plan's vesting schedule, 50% of the deferred benefits would vest after one year of "Vesting Service" and the remaining 50% would vest after the second year of "Vesting Service." (See Plan § 3.02, Ex. A to Compl.) Plan participants receive "Vesting Service" credit as long as they are "employed [by Rabobank] at all times during a Plan Year"--which is defined as the 12-month period beginning on March 1 of each calendar year. (Id.) In addition, the Plan provides special vesting conditions in connection with the termination of employment. (Id.)
In March 2007, Sussman earned a bonus award of $1,524,246, which was deferred pursuant to the Plan. (Def.'s 56.1 ¶ 15; Pl.'s 56.1 ¶ 15.) After one year of Vesting Service, Sussman received 50% of this bonus award in the amount of $762,123. (Def.'s 56.1 ¶ 16; Pl.'s 56.1 ¶ 16.) The remaining 50% of the bonus award-the second tranche ("Second Tranche")- was scheduled to vest one year later, in March 2009, pursuant to section 3.02 of the Plan. (Def.'s 56.1 ¶ 17; Pl.'s 56.1 ¶ 17.)
C. Plaintiff's Termination and the Separation Agreement
Rabobank gave Sussman notice on March 10, 2008 that he was being terminated, without cause, effective September 10, 2008. (Def.'s 56.1 ¶ 18; Def.'s Local Civil Rule 56.1 Counterstatement of Material Facts ¶ 71; Pl.'s 56.1 ¶¶ 18, 71.) Sussman continued to draw his normal salary until his termination became effective on September 10, 2008; and with the assistance of his attorney, Jonathan Sack, Esq., Sussman negotiated a Separation Agreement, dated August 13, 2008. (Def.'s 56.1 ¶ 23, 61; Pl.'s 56.1 ¶ 23, 61; Separation Agreement, Ex. C to Compl. ("Sep. Agmt.") ¶ 1.) Sussman signed the Separation Agreement with Rabobank on September 2, 2008. (Def.'s 56.1 ¶ 59; Pl.'s 56.1 ¶ 59.) The Separation Agreement provides a $4.9 million lump-sum payment to Sussman in consideration of his "covenants and obligations under this Agreement." (Def.'s 56.1 ¶ 61; Pl.'s 56.1 ¶ 61; Sep. Agmt. ¶ 2.) The Separation Agreement also contains a broad release and waiver of claims against Rabobank, with a carve-out to the release and waiver for "benefits vested as of the Termination Date [defined as March 10, 2008] under any of the Bank's retirement plans." (Sep. Agmt. ¶ 6.)
Following Sussman's execution of the Separation Agreement, Rabobank allegedly "without authority liquidated" the Second Tranche. (Compl. ¶ 34.) Sussman claims that when he learned of this liquidation, he demanded payment from Rabobank. (Compl. ¶ 38.) Counsel for Rabobank directed him to bring his claim to the Plan administrator, and Sussman made a written application for $769,164 on February 20, 2009. (Compl. ¶ 41.) Andrew Druch, Rabobank's general counsel, responded that, by signing the Separation Agreement, Sussman had released Rabobank of all claims, including those to the Second Tranche. (Compl. ¶ 42.) Druch informed Sussman that he no longer had any rights under the Plan. (Compl. ¶ 44). Sussman claims that he filed a timely administrative appeal challenging that determination and has exhausted his administrative remedies. (Compl. ¶ 48.)
Sussman alleges that the accrued balance of his fully vested deferred compensation was $833,208.76 as of the date of his final pay stub on September 15, 2008. (Compl. ¶ 46.) He asks the Court to direct Rabobank to pay his benefits pursuant to ERISA. In the alternative, Sussman asks the ...