Adams v. Louisiana-Pacific Corp.

177 F. App'x 335
CourtCourt of Appeals for the Fourth Circuit
DecidedApril 26, 2006
Docket04-2529
StatusUnpublished
Cited by2 cases

This text of 177 F. App'x 335 (Adams v. Louisiana-Pacific Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fourth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Adams v. Louisiana-Pacific Corp., 177 F. App'x 335 (4th Cir. 2006).

Opinion

PER CURIAM:

In this ERISA case, the Louisiana-Pacific Corporation’s (“LP”) Retirement Committee, which is the plan administrator of Supplemental Benefit Plan # 2 (the “Supplemental Plan”), excluded the stock option income of William J. Adams in calculating his retirement benefits and also actuarially reduced his benefits because he retired before age 65. Adams filed suit, alleging that the LP Retirement Committee improperly reduced his retirement benefits. After the parties filed cross-motions for summary judgment, the district court denied the defendants’ motion for summary judgment but granted Adams’ motion for summary judgment. 1 The defendants now appeal. Because we hold that the LP Retirement Committee did not abuse its discretion, we reverse the district court’s grant of summary judgment in favor of Adams, vacate its orders calculating benefits and awarding attorneys’ fees, and remand for further proceedings.

I.

Adams was hired as an executive at ABTco, Inc. in 1992 and participated in both its Retirement Plan and Supplemental Plan. The Supplemental Plan was designed to provide additional retirement benefits for only a select group of ABT’s top executives. The Supplemental Plan contains many of the same contractual provisions contained in the Retirement Plan.

In 1998, Adams exercised his ABT stock options worth approximately $185,000. All of this stock option income was included in his 1998 Form W-2.

On January 18, 1999, in anticipation of the planned acquisition of ABT by LP, ABT established a golden parachute plan entitling Adams and five other ABT top executives to receive severance benefits after LP acquired control of ABT. This severance pay package provided for a cash out of stock options, eighteen months of severance pay, and several other benefits. The day after ABT established its golden parachute plan LP agreed to acquire ABT, and the LP Retirement Committee became the plan administrator of ABT’s Retirement Plan and Supplemental Plan. Thereafter, any benefits awarded under the Supplemental Plan were to be funded directly from the general assets of LP.

*338 Adams terminated his employment with ABT on April 30, 1999, and became an employee of LP the next day. In 1999, Adams cashed out his remaining ABT stock options worth approximately $870,000. All of this cancellation stock option income was reported on Adams’ 1999 Form W-2. Although Adams remained an employee at LP through 2000, he was also paid approximately $230,000 in 2000 in severance pay under ABT’s golden parachute plan.

Retirement benefits under the Supplemental Plan are based on the retiring employee’s average “Compensation” over a specified five-year period multiplied by his years of service. Although “Compensation” is not defined in the Supplemental Plan, section 4.1 of the Supplemental Plan expressly adopts the definition of that term in the related Retirement Plan. Section 5.1 of the Retirement Plan defines “Compensation” as:

the compensation reported as wages on participant’s Form W-2, plus salary deferral contributions ..., excluding other deferred compensation, reimbursements, fringe benefits, moving expenses and welfare benefits....

J.A. 173 (emphasis added). ABT hired an outside actuary (“the retained actuary”) to perform its benefits calculations.

One difference between the Retirement Plan and the Supplemental Plan is that the Retirement Plan has a specific provision— section 5.3—that actuarially reduces monthly benefits if a participant retires before age 65. Although the Supplemental Plan has no such specific provision, it distinguishes between “normal” and “early” retirement dates. The Supplemental Plan also provides that “[ujnless otherwise indicated, the terms used in this Plan shall have the same meaning as set forth in the Retirement Plan.” J.A. 392. The Retirement Plan defines “normal retirement date” as “the date the participant attains age 65,” and defines “early retirement date” as “the first day of the calendar month coincident with or next following the date of the participant’s retirement from the employ of the company ... before his or her normal retirement date but after having attained age 55.” J.A. 66.

The administrative record reveals that in 1995 the ABT Retirement Committee considered several issues under the Supplemental Plan, including whether benefits should be actuarially reduced for early retirement. The ABT Committee proposed several amendments to the Supplemental Plan, one of which was to pay early retirement benefits on an unreduced basis. The retained actuary analyzed the effect the early retirement amendment would have on the Plan and recommended that it not be adopted because it would be too costly. Despite this recommendation, ABT adopted the amendment to the Supplemental Plan in July 1995, which provided that early retirement benefits would be paid “on an unreduced basis.” J.A. 386. All of the other proposed amendments were also adopted.

However, two months later in September 1995, ABT issued a revised Supplemental Plan, which included all of the provisions adopted by ABT in July 1995 except for the provision requiring that early retirement be paid “on an unreduced basis.” It is undisputed that all benefits paid under this Supplemental Plan (and all earlier and later versions of the Plan) were actuarially reduced for those retiring before age 65. 2

In September 1999, Adams requested from ABT a benefits calculation under the *339 Retirement Plan and the Supplemental Plan for three different start-payment dates, 1999 (when Adams turned 58), 2003 (when Adams turned 62), and 2006 (when Adams turned 65). ABT provided to its retained actuary the amounts of Adams’ compensation for the five-year period 1995 through 1999 and requested a benefits calculation for Adams. In performing the requested calculations, the actuary included the income Adams received from the cancellation of his stock options in 1999. The retained actuary provided its calculations to the LP Retirement Committee, explaining that it included the stock option income because the “plan definition of compensation is essentially W-2, thus, if the exercised options are included in W-2, we will use them.” J.A. 910.

In October 1999, the LP Retirement Committee passed a Resolution relating to both the ABT Retirement Plan and the Supplemental Plan. According to this Resolution, “payments received in 1999 by participants in the Plans ... in consideration for the cancellation of certain outstanding stock options ... do not constitute “Compensation” as defined in Section 5.1 of the Retirement Plan and in Section 4.1 of the [Supplemental Plan].” J.A. 469.

In March 2000, the LP Retirement Committee responded to Adams’ request for benefit calculations, indicating that Adams would receive approximately $1,000 a month under the Retirement Plan and approximately $3,000 a month under the Supplemental Plan if he began receiving retirement benefits at age 65. Contrary to its retained actuary’s recommendation, the LP Retirement Committee’s calculation did not include the more than $1 million of income Adams received from his exercise and cancellation of stock options in 1998 and 1999.

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Bluebook (online)
177 F. App'x 335, Counsel Stack Legal Research, https://law.counselstack.com/opinion/adams-v-louisiana-pacific-corp-ca4-2006.