Donald F. Bogue v. Ampex Corporation and Allied-Signal, Inc. Does 1-10, Inclusive

The plaintiff/appellant, Donald Bogue, seeks severance payments denied him by his former employer. The district court upheld that denial under the Employee Retirement Income Security Act (“ERISA”). We find that ERISA controls this case, supports the denial of benefits, and offers Bogue no other opportunity to challenge the decisions below. We AFFIRM, but decline to award attorney fees to the appel-lees.

I. BACKGROUND

Donald Bogue was a Vice President of the Audio-Video Systems Division of Am-pex Corporation, a Redwood City manufacturer of sound equipment. Allied-Signal owned Ampex between September 1976 and May 1987. During November 1986 Allied-Signal informed ten executives of Ampex (including Bogue) that it intended to sell Ampex. To retain those executives, at least temporarily, Allied-Signal established the “Allied-Signal/E & I Sector Special Compensation Program for Designated Key Executives”. The program provided for severance benefits if

“[Substantially equivalent employment” was defined as a job that included “responsibilities similar” to those while Allied-Signal still owned Ampex. Allied-Signal would determine whether the benefits were appropriate in each case. The…