MEMORANDUM

Soonhee Jang (“Jang”) appeals the district court’s decision to dismiss her claims against E.I. du Pont de Nemours and Company’s (“Du Pont”) for breach of contract and violation of California’s Unfair Competition Law (“UCL”). We have jurisdiction under 28 U.S.C, § 636(c)(3). We review the district court’s determination de novo, and we AFFIRM.

The pertinent Paragraph of the disputed Contract, which the parties agree is governed by Delaware law, states,

(emphasis added).

Jang was terminated from DuPont in June 2014, at which point some of the Options she had been awarded were not scheduled to vest until a time that was more than one year after June 2014. She claims that DuPont’s refusal to permit her to exercise those Options amounts to a breach of contract, for which she is entitled to damages and equitable relief.

While DuPont’s Contract is certainly not a model of clarity, we hold, applying principles of Delaware corporate law, that the Contract is not ambiguous, and that it is logically capable of only DuPont’s interpretation.

Rhone-Poulenc Basic Chemicals Co. v. Am. Motorists Ins. Co., 616 A.2d 1192 (Del. 1992) is the leading Delaware case regarding determinations of contractual ambiguity, and articulates the following “objective person” test:

Id. at 1196 (citations and quotation marks omitted).

Applying the Rhone-Poulenc test, it is clear that the Contract is susceptible to only DuPont’s interpretation. That is, as the district court concluded, the term “any” in “any unexercised Options will expire after [one year from the termination date]” refers both to “unexercised Options” that have already vested, and to “unexercised Options” that have not yet vested. While Jang is correct that unvest-ed options are not exercisable, there is no basis under Delaware law to conclude that a contract cannot provide for the expiration of a stock option before it vests, for example before it is exercisable.

Nor is there any legal principle prohibiting the expiration of options before their vesting. See, e.g., Butvin v. DoubleClick, Inc., 2001 WL 228121 , at *9 (S.D.N.Y. Mar. 7, 2001), aff'd, 22 Fed.Appx. 57 (2d Cir. 2001) (applying Delaware corporate law, and explaining that an employee “ha[s] no ownership interest in stock options before they vest[ ]” and therefore an employee with unvested stock options “cannot argue that he had been deprived of anything to which he was entitled”). Here, even if the phrase “any unexercised Options will expire” did, as Jang contends, refer only to vested Options, then any unvested Options that subsequently vested after one year from her termination—“in accordance with the Vesting Schedule”— would be meaningless, because they would simply become “unexercised Options” that had already expired. In that ease, Jang could not successfully argue that she was denied the benefit of the unvested Options, because they were a benefit to which she had never been entitled in the first place.

Concluding that the Contract is susceptible only to DuPont’s interpretation does not, as Jang contends, render the last sentence of the Paragraph superfluous. Instead, the only logical function of the last sentence of the Paragraph is to explain that Options that had not vested by the date of Jang’s termination would continue to vest until one year after her termination, such that she would be entitled to exercise any Options that vested in that one-year window.

Accordingly, the district court properly dismissed Jang’s breach of contract claim. See VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 615 (Del. 2003) (A trial court may dismiss a claim for failure to state a claim upon which relief can be granted if it “appears with reasonable certainty that the plaintiff cannot prevail on any set of facts which might be proven to support the allegations in the complaint.”). Because, as Jang concedes, her UCL claim is derivative of her breach of contract claim, that claim was also properly dismissed.

AFFIRMED.

This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. . Dismissals for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6), In re Cutera Sec. Litig., 610 F.3d 1103, 1107 (9th Cir. 2010), and "determinations of whether contract language is ambiguous,” U.S. Cellular Inv. Co. v. GTE Mobilnet, Inc., 281 F.3d 929 , 934 (9th Cir. 2002), are reviewed de novo. . We agree with Jang, over DuPont's objections, that she did not waive her argument that the employment Contract was ambiguous, since (1) she raised this argument as an alternative argument in her opposition to DuPont’s motion to dismiss, (2) she raised this argument at oral argument, and (3) the district court made an explicit finding that the Contract was not ambiguous.