OPINION & ORDER After founding a successful startup that developed lithium-ion energy solutions, Plaintiff Christopher Cook sold his business to Defendant EaglePicher Technologies, LLC (“EPT”), codifying the terms of the acquisition in a Purchase Agreement. Because he remained active in the operation of his former startup after the sale, Plaintiff also entered into an Employment Agreement with EPT. After resigning from EPT approximately one year later, Plaintiff brought this action against the company and Does 1-10, alleging he is owed a payout sum under the terms of those Agreements, and that Defendants are in breach for failure to pay. Now before the Court is Defendants’ motion to dismiss the Complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below, given the plain language of the contracts negotiated by the parties, the motion is granted, albeit without prejudice. BACKGROUND The following facts are taken from the Complaint, and the Court construes them to be true for the purposes of the present motion. See Lundy v. Cath. Health Sys. Of Long Island Inc., 711 F.3d 106, 113 (2d Cir. 2013). The Court also considers the Purchase Agreement, see Cohen Decl., Ex. 1, and Employment Agreement, see id., Ex. 2, given that they are “incorporated by reference in the [C]omplaint.” DiFolco v. MSNBC Cable LLC, 622 F.3d 104, 111 (2d Cir. 2010). Plaintiff founded LithiumStart, a company specialized in designing and building lithium-ion energy solutions for private and public entities, in 2011. Compl. 9. LithiumStart experienced rapid and sustained success in the years that followed, posting a revenue of $3.4 million by 2016. Id. 10. Given the rising demand for lithium-ion energy storage solutions, the company was expected to experience exponential growth in the years to follow. Id. 10. Defendant EPT sought to acquire LithiumStart in 2017, id. 11, and negotiated an arrangement such that LithiumStart would be able to preserve a degree of autonomy, would remain authorized to make its own investments and operating decisions, and would be provided with resources to stimulate growth, id. 14. The terms of the acquisition were ultimately codified in a Purchase Agreement executed by the parties in February 2017, and were additionally recorded in a separate Employment Agreement covering the terms of Plaintiff’s post-acquisition employment with EPT. Id. 11. The Purchase Agreement contained performance milestones entitling Plaintiff to additional earn-out payments provided certain conditions were met. Id. 12. Plaintiff alleges that, although he repeatedly completed these milestones, EPT regularly delayed the required payouts for months at a time. Id. The Complaint further alleges that EPT’s post-merger integration of LithiumStart was continuously delayed, such that, even a year after acquisition, it was only partially integrated into EPT. Id. 19. EPT also allegedly refused to formalize revenue counting methods, or to provide a current accounting for LithiumStart’s progress on defined milestones. Id. 20. On January 26, 2018, Plaintiff emailed Gordon Walker, EPT’s CEO, providing notice that he believed there had been a material reduction in his duties, level of authority, and/or responsibility, and thus a “Good Reason” for his departure had been created under the terms of the Purchase Agreement entitling him to a 2018 Accelerated Payment if the issues were not cured within the period specified by the contract. Id. 22. Specifically, Plaintiff raised concerns with the removal of subordinates from his reporting structure, with EPT’s refusal to allow LithumStart to purchase raw materials and supplies for key customers, with EPT’s implementation of hiring freezes and slowdowns, and with EPT’s unannounced reorganizations. Id. Plaintiff argued to Walker that these failings led to a significant backlog in business development and tasks, and eventually evolved into decreased revenue and lost customers. Id. As would later become apparent, Plaintiff alleges, Apollo Global Management LLC, EPT’s then-owner, had been preparing to sell EPT at the time of each of these organizational failings. Id. 15. A chain of events in March 2018 precipitated the present dispute between the parties. First, on March 6, 2018, Plaintiff informed Walker of his intent to resign — critically, effective April 6, 2018 — given what he characterized as EPT’s failure to cure the conditions set forth in his prior email in January. Id. 24. Two days later, on March 8, another entity, GTCR LLC, acquired EPT. Id. 25. Four days after that, on March 12, EPT’s Legal Director wrote an email indicating that new, limited Delegations of Authority pursuant to GTCR’s acquisition of EPT would also apply to LithiumStart and Plaintiff. Id. 27.1 On March 14, Plaintiff gave notice that he was entitled to an acceleration of his earn-out payments. Id. 30. And, on March 16, EPT accepted Plaintiff’s resignation, effective April 6, 2018, although disputing that his resignation was with “Good Reason.” Id. 24; Cohen Decl., Ex.5. EPT further indicated that Plaintiff “no longer was required to come into the office, but had to remain ready to do so upon request.” Id. 24. Accordingly, Plaintiff’s employment with EPT ended April 6, 2018; he was not paid the accelerated earn outs to which he claims he was entitled. Id.
