Defendants Planning Technologies, Inc. “PTI”, Arturo H. Sanchez, and Ronald G. Spencer appeal the trial court’s grant of partial summary judgment in favor of plaintiff Peter J. Korman on his claim for breach of a stock option agreement. For the reasons discussed below, we vacate the trial court’s order granting summary judgment and remand with instruction. On appeal from a grant of summary judgment, we review the evidence de novo, viewing it in the light most favorable to the nonmovant, to determine whether the trial court erred in concluding that no genuine issue of material fact remains and that the moving party was entitled to judgment as a matter of law.Citation omitted. Briddle v. Cornerstone Lodge of America , 288 Ga. App. 353, 353-354 654 SE2d 188 2007. So viewed, the record reflects that PTI is a Georgia corporation founded by Sanchez and Spencer that provides infrastructure consulting services to clients involved in e-business. In 1997, PTI hired Korman to serve as President of the corporation. Korman later assumed the roles of Chief Operating Officer, Secretary, and Treasurer.
The Stock Option Plan and Agreement. In 1998, PTI adopted its Stock Incentive Plan the “Plan” to secure for itself and its shareholders “the benefits of the incentive inherent in stock ownership in PTI by employees . . . who are responsible for its future growth and continued success.” The Plan set out general terms and conditions for the grant of stock options and delineated how the Plan would be administered by PTI. Article 3.1 provided that “the Plan shall be administered by the Board of Directors or by any other Committee appointed by the Board that is granted authority to administer the Plan.” The Plan also contained several other articles addressing the administration of the Plan:3.2 Authority of the Committee . Subject to the provisions of the Plan, the Committee shall have full power to . . . construe and interpret the Plan and any agreement or instrument entered into under the Plan . . . . Further, the Committee shall make all other determinations which may be necessary or advisable in the Committee’s opinion for the administration of the Plan.3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Board shall be final, conclusive and binding on all Persons, including PTI, the shareholders, Employees, Participants and their estates and beneficiaries.. . .6.5 Exercise of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve . . . Korman and PTI subsequently executed the Stock Option Agreement the “Agreement”, which awarded Korman options on 2,500,000 shares of PTI common stock. The options awarded to Korman were scheduled to vest over three years, one-third each in August 1998, August 1999, and August 2000. Significantly, however, there was an exception to the three-year vesting schedule set out in Section 6.1 of the Agreement, which stated that “upon a Change in Control as defined in the Plan, all outstanding unvested Options shall become immediately and fully exercisable.” Article 13.1 b of the Plan defined a “Change in Control” as, among other things, “the approval by the shareholders of PTI of a reorganization, merger, consolidation, complete liquidation or dissolution of PTI, the sale or disposition of all or substantially all of the assets of PTI or similar corporate transaction.”
