Bruce P. Paolini v. Albertson's Inc. Plan Administrator, of Albertson's Amended and Restated Stock-Based Incentive Plan

Bruce P. Paolini (“Paolini”) appeals the district court’s grant of summary judgment to the defendants — Paolini’s former employer Albertson’s, Inc. and the Administrator of Albertson’s, Inc.’s Stock-Based Incentive Plan (the “Plan Administrator”), (collectively “Albertson’s”).

I.

Paolini was an employee of Albertson’s for seventeen years. He advanced to the position of Senior Vice President of Labor Relations and Employment Law. During Paolini’s time at Albertson’s he received several thousand stock options. The options were issued pursuant to the Albert-son’s Amended and Restated 1995 Stock-Based Incentive Plan (the “Plan”). According to the Plan, a “Change in Control” at the company accelerated the vesting of the stock options.

It is undisputed that in March 2001 Al-bertson’s adopted new Corporate Governance Guidelines, and that, pursuant to the Guidelines, the Board of Directors reduced its size. Six directors resigned in June 2001. That month Albertson’s also announced a significant restructuring plan that was to include store closures, division consolidations, and process streamlining.

Paolini communicated to the company that he believed these changes amounted to a change…