Oracle Corporation, a Delaware Corporation v. Pier Carlo Falotti, an Individual
Opinion
Opinion
Tallman, J.
Oracle Corporation terminated Pier Carlo Falotti, a former senior executive based in Switzerland, in May 2000. In the four months following his termination, Falotti was scheduled to vest his remaining stock options worth more than 85 million U.S. dollars. Oracle brought this action seeking a declaration that Falotti is neither entitled to vest these stock options nor to receive their value as damages. Falotti resisted and brought various counterclaims against Oracle. The district court ruled in favor of Oracle on cross-motions for summary judgment.
We have jurisdiction and affirm.
I.
A
Falotti had worked in Geneva, Switzerland, since 1973. In 1995, Oracle contacted Falotti — who at the time was an executive with AT & T — about a job offer. Nothing arose from this initial contact, but talks resumed in 1996. Falotti eventually-signed an offer letter from Oracle on July 10, 1996(“July 1996 Letter Agreement”).
Under the July 1996 Letter Agreement, Falotti agreed to work from Geneva as Oracle’s Senior Vice President for Europe, the Middle East, and Africa. With incentives, he earned one million U.S. dollars a year in salary. He was also promised that if he remained continuously…