United States District Court, E.D. Virginia, Alexandria Division
JAMES C. CACHERIS, District Judge.
This matter is before the Court on Defendant Computer Sciences Corp.'s ("Defendant" or "CSC") Motion for Summary Judgment. [Dkt. 33.] Roberty Leahy ("Plaintiff" or "Leahy") alleges Defendant impermissibly terminated him because of his age, in violation of the Age Discrimination in Employment Act, and breached its stock options and restricted stock unit agreements with Plaintiff as a consequence of that termination. For the following reasons, the Court will grant in part and deny in part the motion.
The following facts are not in dispute. James Finn ("Finn") was hired by CSC as Vice President for Corporate Communications in March 2013, reporting directly to CSC's CEO, Michael Lawrie ("Lawrie"). (Def.'s Mem. in Supp. [Dkt. 34] at 6.) Two months later, at Finn's request, CSC hired Plaintiff. (Id. ) Finn had known Leahy for years, wanted Leahy to serve as his "utility infielder" in corporate communications, and created a position for Plaintiff that previously did not exist. (Id. ) Plaintiff was 61 years old at the time of his hire. (Id. ) Before making the job offer, Plaintiff was interviewed by Lawrie's Chief of Staff, Joanne Mason ("Mason"), who found him qualified. (Id. )
At the start of his tenure with CSC, CSC and Plaintiff entered into a stock option agreement. (Id. at 11.) Under the agreement, Plaintiff was not entitled to exercise the stock options until they had vested. (Id. ) None of the shares were scheduled to vest before July 15, 2014. (Id. at 12.) Should Plaintiff be terminated at the age of 61 or younger for any reason, then the unvested shares would terminate on the date of his termination. (Id. ) Plaintiff and CSC also entered into a restricted stock unit award agreement ("RSU Agreement"). Under the RSU agreement, Plaintiff was not entitled to any RSU shares until vesting, which was scheduled for July 15, 2016. (Id. ) If Plaintiff was terminated at 61 years of age or younger, then the citations will refer to Defendant's Memorandum in Support of its Motion. Plaintiff's objections that do not relate to a disputed an issue of fact are noted in the footnotes. unvested RSU shares would terminate on the date of his termination. (Id. )
CSC maintains human resources policies requiring employees "to conduct and present themselves at all times in a highly professional and reliable fashion and to be sensitive to circumstances in which their conduct is not acceptable." (Id. at 7 (quoting Def.'s Mem. in Supp., Ex. F, at 1-3).) Unacceptable conduct includes "[c]onduct which demonstrates lack of desire or ability to work in the spirit of harmony or cooperation with the efforts of coworkers, customers, subordinates, or superiors, including unlawfully discriminatory behavior of any type" or "[a]ny conduct, whether verbal, physical or both, which is inappropriate, indecent, or so disruptive of the work environment that it has no place in a professional setting." (Id. ) CSC also maintains a Code of Business Conduct that identifies CSC's corporate values as: "Client Focused"; "Leadership"; "Execution Excellence"; "Aspiration"; and "Results." (Id. ) These values are referred to by the acronym "CLEAR." (Id. ) The value of "Leadership" is described as "lead[ing] from the front, displaying our integrity and using facts to support our straight talk. We create an environment for positive change built on collaboration and trust." (Id. )
Beginning at least as early as December 2013, Lawrie received reports that there were behavioral issues with the leadership of the corporate communications group. (Id. ) Lawrie heard from some of Finn's peers at CSC that he had lost credibility with them and had erratic behavior. (Id. at 8.) Lawrie also learned that seven of fewer than thirty people in the corporate communications group had left within the last three to six months. (Id. at 7-8.)
Mason also heard some reports of problems in the corporate communications group in in December 2013. Mason spoke with Edda Van Winkle ("Van Winkle"), a member of CSC's corporate communications staff who had submitted her resignation. (Id. at 8.) Van Winkle reported to Mason that earlier in 2013, Van Winkle had a negative encounter with Plaintiff, who, at that time had only been at CSC for a few weeks. (Id. ) Van Winkle stated Plaintiff "told me in a threatening manner that I had six months to prove myself...." (Id. ) Around the same time as Mason's conversation with Van Winkle, Sandeep Sethuraman, a McKinsey consultant working at CSC, told Mason of an intemperate and profane email sent by Finn to approximately eight members of Finn's staff. (Id. ) Sethuraman told Mason there was a "toxic environment" in the corporate communications group. (Id. at 8.) Mason informed Lawrie and Sunita Holzer ("Holzer"), CSC's Vice President of Human Resources, that she thought there was a problem with the group based on these reports. (Id. )
Lawrie commissioned an investigation of the corporate communications group. (Id. ) Additionally, he asked Mason to meet with the corporate communications staff to get their feedback. (Id. at 8-9.) On January 23, 2014 Mason convened a meeting of senior employees in the communications group, which Holzer, who was on business travel in Germany, participated by phone. (Id. at 9.) Sethuraman and six CSC employees participated. (Id. ) Finn, Leahy, and Finn's newly hired other direct report Richard Adamonis ("Adamonis"), were not invited. (Id. ) Two days before this meeting occurred, on January 21, 2014, Mark Delisi ("Delisi"), head of CSC's Corporate Responsibility program and Plaintiff's only direct subordinate, submitted his resignation. (Id. )
Lawrie, Holzer, and Mason met on January 28, 2014. (Id. at 10.) It was at this meeting that the decision to fire Plaintiff was made. (Id. ) At the same meeting, the decision to fire Finn was made. (Id. ) As of this date, neither Lawrie nor Holzer had met Plaintiff. (Id. ) Mason had interacted with Plaintiff on a handful of occasions: once when she interviewed him for the position and again in connection with Power Point slides he prepared. (Id. at 10-11.)
After the decision to fire Plaintiff had been made but before Plaintiff was actually terminated, Holzer spoke with Delisi. (Id. at 11.) Following that call, Delisi sent Holzer a memorandum he had begun preparing in September 2013 in which he stated, among other things, that Plaintiff "creates a very hostile workplace"; that Delisi had "never experienced management that is so vulgar, unethical, and counter to the values of the company;" that Delisi believed "[Plaintiff] is the ultimate bully"; and that "[Plaintiff] constantly belittles me and others on the Corp. Comms. Team." (Id. )
On February 4, 2014, Holzer met with Plaintiff and informed him he was being terminated for performance because he violated the "CLEAR" values. (Id. ) At the time of his termination, Plaintiff was 61 years old. (Id. ) At the same time, Lawrie met with Finn and terminated him as well. (Id. )
Plaintiff filed suit in this Court on June 4, 2014, alleging two causes of action: age discrimination, in violation of the Age Discrimination in Employment Act, 29 U.S.C. 623(a)(1) ("Count One"); and breach of contract of the stock option agreement and the RSU Agreement ("Count Two"). (Compl. [Dkt. 1] ¶¶ 16-26.) Defendant timely moved for summary judgment. (Mot. for ...