Lewitton v. ITA Software, Inc.

Before BAUER, KANNE, and EVANS, Circuit Judges.

Three months after Derek Lewitton stopped working for ITA Software, Inc. he attempted to exercise options to purchase 138,900 shares of ITA stock. According to Lewitton, those shares vested pursuant to his employment contract during his 25-month tenure with ITA. When ITA refused to allow Lewitton to purchase more than 34,722 shares, Lewitton filed this suit in Illinois state court claiming that ITA breached the employment contract. ITA removed the case to federal court under diversity jurisdiction, and eventually Lewitton moved for summary judgment. The district court determined that the employment contract unambiguously establishes a system granting Lewitton options to purchase 5,556 shares per month, subject to forfeiture only if certain triggering events occur. Because the court found that no triggering events had taken place, it concluded that Lewitton is entitled to exercise his remaining options to purchase an additional 104,178 shares. With this finding, the court granted summary judgment to Lewitton. ITA appeals.