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X. SELECTED RECENT EMPLOYMENT CASES ADDRESSING STOCK OPTIONS
  A. Damages Awarded for Stock Options
    1. Greene v. Safeway Stores, Inc., 210 F.3d 1237 (10th Cir. 2000), appeal after remand, 211 F.3d 1237 (10th Cir. 2000), reported in full, 2000 U.S.App. LEXIS 8541 (10th Cir. 2000)(accrual of postjudgment interest triggered by entry of judgment)(unpublished decision).
      a. Jury verdict in favor of plaintiff in age discrimination lawsuit, including an award of $4.4 million dollars for unrealized stock option appreciation and a finding that the discrimination was wilful, entitling plaintiff to liquidated damages.
        (1) The trial court held that the $4.4 million was not subject to doubling under the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq. (ADEA).
      b. The Tenth Circuit Court of Appeals affirmed the denial of the defendant's motion for judgment as a matter of law, holding that the unrealized stock option appreciation was compensable under the ADEA and that the stock option award was not an amount due and owing at the time of trial and therefore was not subject to doubling. Id. at 1240.
      c. Plaintiff was terminated on October 15, 1993 at the age of 53. At the time, he had 250,000 fully vested stock options, with an exercise price of $1.00 per share. Another 250,000 shares had not yet vested.
      d. Under the applicable agreements, plaintiff was required to exercise his vested options within 95 days of his termination. Plaintiff exercised options on December 21, 1993, obtaining stock with a market value in excess of $3 million dollars, for a gain on paper of $2,160,000 and a tax liability of roughly $850,000.
      e. Plaintiff testified that but for his termination he would have refrained from exercising his options until shortly after November 7, 1995, his planned retirement date. He also testified that he sold all of the shares he acquired by exercising his options because he needed cash to pay the tax liability and on which to live.
      f. Plaintiff's expert accountant testified that had plaintiff exercised his options on January 31, 1996 as planned, rather than on December 21, 1993 following his termination, plaintiff would have reaped the benefit of increases in the market price of Safeway stock for an incremental gain of $3 million dollars.
        (1) Accountant also testified that the additional 250,000 shares that would have vested by the time of plaintiff's planned retirement could have been exercised for an additional gain of more than $1 million dollars.
      g. The Tenth Circuit began its analysis by observing that deterrence and providing compensation for injuries caused by illegal discrimination are goals of the ADEA. Id. at 1244 (citations omitted).
        (1) "The purpose of the . . . remedies under the ADEA is to make a plaintiff whole - to put the plaintiff, as nearly as possible, into the position he or she wold have been in absent the discriminatory conduct." Id., quoting, Sandlin v. Corporate Interiors, Inc., 972 F.2d 1212, 1215 (10th Cir. 1992).
        (2) Safeway's termination of plaintiff's employment forced plaintiff to exercise his stock options sooner than he had planned. The difference in the value of the options at the time plaintiff was forced to exercise them and their value when he otherwise would have exercised them constitutes "contingent compensation" plaintiff would have received but for his termination. Greene, supra, 210 F.3d 1245.
          (a) "Failure to compensate [plaintiff] for his unrealized stock option appreciation would be a failure to 'return him as nearly as possible to the economic situation he would have enjoyed but for the defendant's illegal conduct." Id.
      h. In reaching its decision, the court rejected the defendant's argument that unrealized stock option appreciation constitutes "consequential damages" in that the defendant had no control over the market price of its stock and plaintiff opted to sell the stock shortly after exercise.
        (1) The court found defendant's argument unpersuasive because defendant conferred on plaintiff the right to buy the stock at a set price and, in forcing him to exercise upon termination, curtailed plaintiff's right to chose the date of exercise. Id.
      i. The court also rejected defendant's argument that the award was too speculative, finding that the award for the unrealized appreciation of the stock options was close to the tabulations presented by plaintiff's expert accountant and thus supported by the evidence. Id. (court reviewed record under a clearly erroneous standard or for lack of evidence to support the award).
      j. The court also rejected the defendant's argument that the trial court erred by failing to instruct the jury that the plaintiff had a duty to mitigate his unrealized stock option appreciation by holding on to the stock.
        (1) Based upon the trial record, the court concluded that the defendant failed to preserve an objection to the lack of a mitigation instruction pursuant to Fed.R.Civ.P. 51 when it assented to the use of a proximate cause instruction in lieu of a mitigation instruction. Id.
        (2) The court held that when a trial court gives a proximate cause instruction, "the failure to give a mitigation instruction is not patently, plainly erroneous and prejudicial." Id.
      k. The court denied plaintiff's cross-appeal on the issue of doubling, declining to characterize the lost appreciation damages as "an amount owing at the time of trial that would be subject to doubling under the ADEA." Id. at 1247.
        (1) Court persuaded that award for unrealized stock option appreciation is more like front pay than it is like back pay, even though the damage calculation date occurred before trial. Id. at 1246.
        (2) Court also notes in this context that the date used by plaintiff's expert as the foundation of his damage calculations was "somewhat arbitrarily" chosen and that the unrealized appreciation would have been $842,000 less if a market price from only two weeks earlier were used. Id.
      (3) But see, Anderson v. Consolidated Rail Corporation, 2001 U.S.Dist. LEXIS 15978 (E.D.Pa., Jan. 26, 2001)(Bartle, J.), motion for new trial denied, 2001 U.S.Dist. LEXIS 1882 (E.D.Pa, Jan. 26, 2001) in which the court held that distributions from pension plan and from Employee Stock Option Plan constitute back pay and are therefore subject to doubling for the liquidated damages award under the ADEA. Id. at *12.
          (a) Back pay "encompasses all 'amounts owing' to a wrongfully discharged employee not paid before trial. See 29 U.S.C. 626(b). It is a matter of when the payments are due, not the source of the funds or what they are called." Id.
      l. Finally, the court in Greene found no abuse of discretion in the trial court's application of the law of the circuit that "prejudgment interest is not available under the ADEA if plaintiffs receive liquidated damages." Id. at 1247 (citation omitted).
    2. Passantino v. Johnson & Johnson Consumer Products, Inc., 212 F.3d 493 (9th Cir. 2000).
      a. Gender discrimination and retaliation case under Title VII and the Washington Law Against Discrimination based on an alleged failure to promote. Jury found for the defendant on the gender discrimination claim and for the plaintiff on the retaliation claim.
      b. Jury awarded plaintiff $100,000 in back pay, $2,000,000 in front pay, $1,000,000 in compensatory emotional distress damages and $8,600,000 in punitive damages. The trial court allocated all of the compensatory, front pay and back pay to plaintiff's state law claims and all of her punitive damages to Title VII, reducing it to $300,000 under the mandatory cap.
      c. On appeal, the Ninth Circuit Court of Appeals rejects the defendant's argument that the front pay award was speculative and excessive under Washington law.
        (1) Court finds that the award was supported by the evidence, including evidence of higher base salaries in higher positions, potential cash bonuses, stock bonuses of four to seven per cent, and stock options worth 200-300% of salary. Id. at 511-512.
    3. Ekedahl v. Corestaff, Inc., 183 F.3d 855 (D.C.Cir. 1999).
      a. Jury award to plaintiff in the amount of $661,875 reversed in breach of contract action against former employer on ground that there was no agreement on an essential term regarding the vesting of stock options.
      b. The employer's formal offer of employment, signed by both parties, provided as to stock options: "15,000 shares to be granted immediately."
        (1) Shortly thereafter, plaintiff received a draft of the employer's standard employment agreement, providing that vesting for the stock options would occur over a three year period.
        (2) Plaintiff did not sign the employment agree or a subsequent stock option agreement, maintaining that they contained vesting provisions inconsistent with the employment offer.
        (3) Plaintiff was dismissed for unrelated reasons and sued.
      c. The Court of Appeals ruled as a matter of law that there was no contract respecting the vesting of options and declined to adopt default rules to apply when a contract is silent as to vesting.
        (1) Court stated that there was no evidence that the parties orally agreed on a vesting provision and the plaintiff offered no evidence to support her contention that the defendant-employer knew that the prospect of immediately-vested options was a critical inducement in luring her away from her previous job.
        (2) The court also stated that the plaintiff's failure to introduce evidence as to her compensation package with her previous employer meant that there was no evidence from which the jury could conclude that only with an immediate-vesting provision would the new package have been worth more than plaintiff's compensation package from her previous employer. Id. at 859.
    4. Vizcaino v. Microsoft Corporation, 120 F.3d 1006 (9th Cir. 1997), cert. denied, 522 U.S. 1098, 139 L.Ed. 884, 118 S.Ct. 899 (1998).
      a. This case, with a long and complicated procedural history, followed the determination of the Internal Revenue Service that certain workers hired by Microsoft and classified as independent contractors were employees as a matter of law under common law principles.
      b. Following the workers classification as employees, they sued, claiming that as employees, they should have had the opportunity to participate in various pension and welfare plans, including Microsoft's Savings Plan Plus and Employee Stock Purchase Plan. Stock options were not at issue.
      c. The Ninth Circuit Court of Appeals ultimately agreed, but left it to the district court to determine the appropriate remedy for the Employment Stock Purchase Plan's "somewhat unusual benefit" arising from the need for employees who choose to participate to pay for the purchase of stock.
      d. The litigation settled in December of 2000, without the district court issuing a decision as to the proper measure of damages for the exclusion of the workers from the Stock Purchase Plan.
    5. Lamb v. Black & Decker Corporation, 47 F.3d 551 (2d Cir. 1995).
      a. Appellate court affirms trial court's bench decision finding that Change in Control amendments to Stock Option Plans applied to plaintiffs, resulting in award for payment of all shares covered by plaintiff's options at the time of termination, including those not exercisable at time of termination.
    6. Butvin v. Doubleclick, Inc., 2001 U.S.Dist. LEXIS 2318 (S.D.N.Y., March 7, 2001).
      a. Plaintiff brought action against former employer seeking $3.3 million dollars in damages for common law fraud, negligent misrepresentation, unjust enrichment, breach of contract and violations of federal securities law arising from alleged promise that he would have an "indefeasible equity ownership" in the company through stock options for 13,000 shares of Doubleclick stock.
        (1) The stock options were granted subject to the Doubleclick 1996 Stock Option Plan, which outlined various restrictions on the exercise and transferability of the stock options, including a provision that the exercise of any option after termination of employment would be limited to those shares that could have been obtained on the date of termination.
        (2) Only 3,250 shares had vested during plaintiff's employment; following his termination, the company rejected his attempts to exercise the remaining shares on the ground that they had not vested as of the date of termination pursuant to the applicable Stock Option Plan.
      b. The court granted the defendant's motion to dismiss the plaintiff's first amended complaint but granted plaintiff's request to amend the complaint, although the court barred re-pleading of the claims for breach of contract, negligent misrepresentation or unjust enrichment because re-pleading would be futile.
      c. Plaintiff filed a second amended complaint alleging common law fraud and sought leave to further amend the complaint to add a claim for breach of the covenant of good faith and fair dealing.
      d. The court dismissed the second amended complaint on the ground that plaintiff failed to allege a common law fraud claim under New York law because he was not justified in relying upon the allegedly fraudulent statements regarding the 13,000 shares of stock because his employment agreement specifically stated that stock options would be granted in accordance with the company's Stock Option Plan. Id. at *14 (also rejecting plaintiff's claim that statements denying the existence of any Plan justified his reliance on immediate vesting).
        (1) New York law precludes claim for fraud where plaintiff on notice of the existence of the Plan; plaintiff's own lack of due care created his predicament. Id. at 15-16 (citations omitted).
      e. The court also denied plaintiff's motion for leave to again amend the complaint to allege a breach of the covenant of good faith and fair dealing under the Stock Option Plan (decided under Delaware law as specified in the Agreement) because he received all that he was entitled to receive under the Plan and any such claim would be futile.
      f. Plaintiff's breach of the covenant of good faith and fair dealing under the employment agreement, decided under New York law, also denied on ground that the plaintiff's allegations did not amount to a subversion of the contract itself, the only basis for a separate cause of action for the breach of the covenant of good faith and fair dealing under New York law. Id. at *28-30. Again, any amendment of the complaint on this theory would be futile.
    7. Markovits v. Venture Info Capital, Inc., 2001 U.S. Dist. LEXIS 899 (S.D.N.Y., Feb. 1, 2001).
      a. The court grants plaintiff's motion for partial summary judgment in the amount of $931,272 on basis that plaintiff was entitled to $2.00 per share for the 66.67% of plaintiff's stock in the company that employer was entitled to repurchase under the Stock Agreement upon termination. Id. at *19.
        (1) Court rejects employer's argument that termination was for cause and rules that "after-acquired evidence" could not be used to convert termination without cause into a termination for cause (which would have resulted in a stock repurchase price of $0 per share). Id. at 14.
    8. Anderson v. Consolidated Rail Corporation, 2001 U.S.Dist. LEXIS 15978 (E.D.Pa., Jan. 26, 2001)(Bartle, J.), motion for new trial denied, 2001 U.S.Dist. LEXIS 1882 (E.D.Pa, Jan. 26, 2001).
      a. Court holds that distributions from pension plan and from Employee Stock Option Plan constitute back pay and are therefore subject to doubling for the liquidated damages award under the Age Discrimination in Employment Act and awards pre-judgment interest. Id. at *12.
      b. Court rejects plaintiff's argument that prejudgment interest rate should be significantly more than the 52-week U.S. Treasury Bill rate (often used as a guide by the courts) because higher interest rate is justified by the large gains the stock market had experienced in the last five years. Nothing in the record as to whether plaintiff would have invested the money in the market nor what the proper rate should be to reflect the long bull market. Id. at *15.
    9. McIntyre v. Philadelphia Suburban Corporation, 90 F.Supp.2d 596 (E.D.Pa. 2000)(Kelly, R.K., J.).
      a. Court grants defendants' motion for summary judgment on plaintiff's claims for breach of contract and anticipatory breach arising from allegedly wrongful denial of plaintiff's claimed post-retirement right to exercise stock options pursuant to a Stock Option Plan.
      b. The court finds that the determination as to whether the Stock Option Plan allows for post-retirement exercise of options "fits squarely" within those powers explicitly reserved by the Compensation Committee of the Board of Directors, and that the Committee determined that post-retirement exercise was not permitted.
        (1) Judicial determination of a decision properly within the discretion of the Plan Committee is limited to a determination as to whether the Committee "has been arbitrary or has acted in bad faith or in a fraudulent manner." Id. at 600 (citations omitted).
        (2) Plaintiff failed to persuade court that the Committee's determination was arbitrary, made in bad faith, or fraudulent, and review of the Committee's decision, therefore, was not justified. Id.
      c. The court also affirms summary judgment entered against plaintiff on his breach of the covenant of good faith and fair dealing claim.
        (1) Plaintiff failed to provide sufficient evidence to show that the Committee's decision was arbitrary, capricious, or vexatious and plaintiff's claim of detrimental reliance or promissory estoppel was inapplicable due to the existence of a contract. Id. at 602.
      d. Finally, the court enters judgment on plaintiff's claims under the Pennsylvania Wage Payment and Collection Law ("WPCL"), ruling that because plaintiff's contract claim fails as a matter of law, so does his WPCL claim.
        (1) Even assuming that stock options constitute wages under the WPCL, the law does not create a statutory right to wages, only a statutory remedy when the employer breaches a contractual right to earned wages. Id.
    10. Carver v. Global Sports, Inc., 2000 U.S.Dist. LEXIS 4773 (E.D.Pa., Mar. 28, 2000)(Robreno, J.).
      a. Following termination from employment, plaintiff filed a complaint against his former employer, alleging violations of the Employee Retirement Security Act of 1972 (ERISA) in connection with certain stock option awards.
      b. Plaintiff signed a Key Employee Agreement at the time of hire, which contained an arbitration clause and referenced the company's Equity Incentive Plan.
      c. Court dismisses action because of valid arbitration clause, pursuant to which the parties agreed to submit the dispute concerning the stock option awards to arbitration, rejecting the plaintiff's argument that the dispute arises under the Equity Incentive Plan and not the Key Employee Agreement. Id. at *14 (Key Employee Agreement incorporates by reference the provisions of the Equity Incentive Award implicated in the dispute).
    11. Lautman v. The Loewen Group, Inc., 2000 U.S.Dist. LEXIS 8241 (E.D.Pa., June 15, 2000)(Yohn, J.).
      (a) Breach of contract action for stock options under marketing consulting agreement with corporation and employment agreement with corporation's subsidiary, pursuant to which compensation would be derived from a stock option agreement, and alleged violations of Pennsylvania Wage Payment and Collection Law (WPCL).
      (b) On motion to dismiss claims arising under WPCL against individual defendants, who were officers and directors of the subsidiary, the court concludes that the plaintiff's complaint alleges sufficient facts to establish that the corporation was the employer and denied the motion to dismiss.
      (c) Plaintiff contended that provisions in the options agreements provide a basis for the calculation of the "net catch-up payment", pursuant to which plaintiff was entitled to a cash payment equal to the number of unexercised vested options multiplied by the difference between the exercise price and the average closing price per share of the stock during a period specified in the agreements.
        (1) The "net catch-up payment" was allegedly due because the exercise price under the option agreement was greater than the market price per share during the time period specified in the contract.
    12. Fox v. Rodel, Inc., 1999 U.S. Dist. LEXIS 15502 (D.Del., September 13, 1999)(for electronic publication only).
      a. Plaintiff sued her former employer for breach of the terms of her compensation package by failing to make available options to acquire common stock of the company, asserting claims for breach of contract, breach of the obligation of good faith and fair dealing, promissory estoppel and specific performance.
        (1) The parties' dispute arose over the issue of whether the plaintiff timely exercised her options and/or whether the defendants effectively prevented the plaintiff from exercising her options by failing to make the options available and by failing to provide the promised financing. Id. at *18.
      b. The court denied plaintiff's motion for partial summary judgment, finding that a reasonable fact finder could infer that the defendant-employer offered plaintiff the opportunity to exercise her vested options but that she failed to do so in a timely fashion.
        (1) Genuine issues of material fact exist concerning:
          (a) Whether the vested options terminated upon plaintiff's separation from employment;
          (b) Whether the defendants were required to prepare formal documentation regarding the stock options and their financing;
          (c) Whether the defendants breached their obligation to provide plaintiff with the financing necessary to allow her to exercise the options.
      c. The court granted the defendants' motion for summary judgment in part, finding that the language of the stock option provisions in correspondence between the parties was unambiguous, rejecting plaintiff's assertion that the language was ambiguous and could be construed to allow vesting on a pro rata basis rather than on the employment anniversary date.
      d. The court denied the defendants' motion for summary judgment on the promissory estoppel claim, finding that it was premature unless and until the court made a finding that the correspondence at issue comprised valid and enforceable contracts. Id. at 32-33 (noting as "axiomatic" that a claim for promissory estoppel is applicable only in the absence of an enforceable contract)(citations omitted).
      e. The court granted summary judgment in favor of the defendants on the plaintiff's punitive damage claim, finding that plaintiff was barred from presenting evidence of any tortious conduct by the defendants by the terms of the parties' Separation Agreement and General Release, limiting future litigation to a breach of contract claim involving only the terms of the stock options agreement. Id. at 36-37 (declining to reach the issue as to whether Delaware law precluded a claim for punitive damages under the facts of the case because it involved a breach of employment contract action).
    13. Kers & Company v. ATC Communications Group, 9 F.Supp.2d 1267 (D.Kan. 1998).
      a. Court grants plaintiff's motion for summary judgment in breach of stock option agreement claim arising from the defendant's failure to register stock in a timely manner upon notice of exercise.
      b. The court finds that plaintiff's evidence, through the testimony of its Trustees and Board minutes, established the intent to sell shares within a specific time period if registration had been timely.
      c. Court rejects the defendant's argument that a jury question remained as to whether the plaintiff could show that it would have sold the shares on the specified date.
        (1) Plaintiff offered uncontradicted evidence as to when it would have sold the stock.
        (2) Fact that the plaintiff did not sell the stock after it was belatedly registered did not detract from the uncontradicted evidence because, by the later date, the stock price had fallen precipitously. Id. at 1272-73.
  14. Jordan v. SmithKline Beecham, Inc., 958 F.Supp. 1012 (E.D.Pa. 1997)(Buckwalter, J.), aff'd without op., 142 F.3d 428 (3d Cir.), cert. denied, 525 U.S. 871, 142 L.Ed.2d 137, 119 S.Ct. 168 (1998).
      a. Court grants defendant's motion for summary judgment on plaintiff's claims for breach of contract, breach of the covenant of good faith and fair dealing, claim of negligent misrepresentation, and race discrimination claims under Title VII, Section 1981 and the Pennsylvania Human Relations Act.
      b. Plaintiff resigned under the terms of a voluntary resignation program ("VRIF") in anticipation of a reorganization and likely merger and signed a covenant not to sue; after plaintiff accepted the terms of the program, the company granted stock options to designated employees who either decided to remain with the company or rescinded their acceptance of the VRIF package.
      c. The company's Board of Directors also passed a resolution which stated that corporate staff employees who had not taken the VRIF or revoked their acceptance of it would still be eligible for the enhanced VRIF separation package if there was a "change of control" of the company and their positions were involuntarily terminated during the next 24 months.
      d. Plaintiff claimed that he should have been included in the stock option grant granted to employees who did not accept the VRIF package or rescinded their acceptance and that he was constructively discharged and discriminated against based on the company's alleged failure to inform him of the stock option resolution for those employees who had rejected or rescinded their acceptance of the VRIF package.
      e. The court rules that the defendant is entitled to summary judgment solely on the basis of the covenant to sue, but also finds that plaintiff had no contractual right to the stock options or the bonuses he sought, that plaintiff failed to file his discrimination claims in a timely manner and that he failed to provide any evidence of discrimination in any event. Id. at 1022-23.
      f. The court also holds that the plaintiff breached the covenant not to sue by filing suit with damages to be assessed at a future hearing. Id. at 1026.
    15. Commonwealth Associates v. Palomar Medical Technologies, Inc., 982 F.Supp. 205 (S.D.N.Y. 1997).
      a. Plaintiff sought damages for breach of contract for investment banking services for which defendant agreed to issue five-year non-callable warrants (similar to options) for the purchase of 25,000 shares of defendant's common stock at $3.00 per share and defendant's failure to honor the plaintiff's demand to register the warrants, a step necessary for the plaintiff to sell the shares at a price likely to be in excess of the strike price.
      b. In determining damages, the court looks to "what probably would have occurred if [defendant] had performed as required." Id. at 208.
        (1) Court states that in assessing damages, "particularly for lost profits", it recognizes the inevitability of some imprecision in the proof and notes "that certainty as to the amount of damages is not required, particularly when it is the defendant's breach that has made such imprecision unavoidable." Id. at 208 (citations omitted).
        (2) The court reviews the Supreme Court's decision in Galigher, supra, and Schultz, supra, and determines that the relevant breach under the facts occurred when the defendant failed to honor plaintiff's request for registration and issuance of the shares and not, as defendant argued, when it originally failed to register the warrants. Id. a 211.
        (3) Court also describes "credible evidence" regarding plaintiff's view of the warrants and its intentions as to when it would seek registration and exercise its options. Id. at 212.
    16. Ta-Chotani v. Doubleclick, Inc., 276 A.D.2d 313, 714 N.Y.S.2d 34 (N.Y.App.Div. 2000).
      a. The court affirms summary judgment granted to plaintiff who elected to purchase stock under Stock Option Plan, tendered full payment and resigned less than a month later, where defendant-employer purported to terminate plaintiff's employment nine days after plaintiff's resignation, together with her rights to vested and unvested options, retroactive to plaintiff's date of resignation.
        (1) Employer's claim that it terminated plaintiff after her resignation is "disingenuous" and attempted retroactive termination without effect. Id.
        (2) Defendant's contention that plaintiff failed to execute and deliver a counterpart of its security holders agreement in connection with exercise of options was not preserved for appellate review. Id.
    17. Knox v. Microsoft Corporation, 92 Wn.App. 204, 962 P.2d 839 (Wash. App. 1998), review denied, 137 Wn. 1022, 980 P.2d 1280 (1999).
      a. Plaintiff sued his employer for wrongful termination, claiming breach of an employment contract. In addition to damages arising from forced early exercise of vested options, plaintiff sought damages arising from cancellation of unvested options upon termination.
        (1) Pursuant to written agreements signed with each stock option grant, any unvested options at the time of termination were canceled.
      b. The trial court granted the defendant's partial motions for summary judgment, which precluded the jury from awarding any damages for the unvested options that were canceled and for the early exercise of the vested options, although it appears that the jury was permitted to award damages for any future stock options that were lost as a result of the termination.
      c. The jury returned a verdict in the plaintiff's favor in the amount of $650,000.
      d. The issue on appeal was limited to the measure of damages the plaintiff was entitled to seek, to which "general contract principles apply, as [plaintiff's] wrongful termination action was based on a breach of employment contract theory." Id. at 207, 962 P.2d at 841.
      e. The Washington Court of Appeals reversed the summary judgment orders and remanded for further proceedings, ruling that plaintiff is entitled to seek money damages incurred from the cancellation and from the early exercise of the options, "which naturally flowed from Microsoft's breach of [plaintiff's] employment contract." Id. at 211, 962 P.2d at 843.
      (1) The court held that the general measure of damages for breach of contract, which is applicable to employment contract cases, "is that the injured party is entitled (1) to recovery of all damages that accrue naturally from the breach, and (2) to be put into as good a position pecuniarily as he would have been had the contract been performed." Id. at 208-09, 962 P.2d at 841 (citations omitted).
    18. Hartman v. Baker, 2000 Pa. Super. 140, allocatur denied, ___ Pa. ___, 764 A.2d 1070 (2000).
      a. The court holds that equity interest offered to employee constitutes "wages" as defined in by the Pennsylvania Wage Payment and Collection Act, 43 P.S. 260.2a.
      b. The court vacated the Chancellor's ruling that the employer acted in bad faith and awarding liquidated damages on the ground that employer's conduct in failing to pay the equity interest was not in bad faith under a clear and convincing standard; employer made an incorrect legal conclusion in good faith that was based upon supportive authority and a thorough examination of the parties' course of conduct.
    19. Carpenter Technology Corporation v. Workers' Compensation Appeal Board, 751 A.2d 710 2000 Pa. Commw. LEXIS 96 (Pa. Commw. 2000).
      a. The court held that profit sharing benefits received by employee are properly included in determining the claimant's post-injury earning power for purposes of Section 306(b) of the Workers' Compensation Act, 77 P.S. 512.

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