The opinion of the court was delivered by: Milton I. Shadur, Senior United States District Judge:
MEMORANDUM OPINION AND ORDER
Sheri L. Crampton ("Crampton") has filed a two-count Complaint against
her former employer Abbott Laboratories ("Abbott"), claiming that in
violation of Illinois law (1) Abbott terminated her unlawfully in
retaliation for her whistle-blowing activities and (2) Abbott breached a
series of option contracts by refusing to allow her to exercise stock
options granted under Abbott's Incentive Stock Option Programs.*fn1 Both
sides have now filed Fed. R. Civ. P. ("Rule") 56 summary judgment
motions,*fn2 with Abbott moving for summary judgment on both counts and
Crampton requesting summary judgment as to liability on the breach of
contract claim only. For the reasons set forth in this opinion,
Crampton's motion is granted, while Abbott's motion is accordingly denied
on the breach of contract claim but is granted on the retaliatory
Summary Judgment Standards
Familiar Rule 56 principles impose on each movant the burden of
establishing both the lack of a genuine issue of material fact and the
movant's entitlement to judgment as a matter of law (Celotex Corp. v.
Catrett, 477 U.S. 317, 322-23 (1986)). For that purpose this Court must
"read  the record in the light most favorable to the non-moving party,"
although it "is not required to draw unreasonable inferences from the
evidence" (St. Louis N. Joint Venture v. P & L Enters., Inc., 116 F.3d 262,
264, 265 n. 2 (7th Cir. 1997)). As Pipitone v. United States, 180 F.3d 859,
861 (7th Cir. 1999) has more recently quoted from Roger v. Yellow
Freight Sys., Inc., 21 F.3d 146, 149 (7th Cir. 1994)):
A genuine issue for trial exists only when a reasonable
jury could find for the party opposing the motion based
on the record as a whole.
Where as here cross-motions for summary judgment are
involved, it is thus necessary to adopt a dual
perspective. This opinion reflects that approach where
Crampton's Employment and Discharge
Crampton began working for Abbott on April 15, 1991 as a senior
Clinical Research Associate (A. St. ¶ 28). She was promoted twice,
so that in August 1998 she held the position of Assistant Director of
Clinical Research for the Macrolide Venture (A. St. ¶¶ 3, 28). In
that position she reported directly to Dr. George Aynilian ("Aynilian"),
Associate Venture Head of the Macrolide Venture, who in turn reported to
Venture Head Dr. Carl Craft ("Craft") (A. St. ¶ 4).
Throughout her employment at Abbott Crampton was actively involved with
the Abbott Research Quality Assurance, Standard Operating Procedures and
Guideline Rewrite Committee, and she was well-known for her knowledge of
clinical rules and regulations (C. Ex. H). In that regard she voiced
repeated complaints from 1992 to 1998, asserting violations of various
clinical protocols and FDA regulations by Abbott employees (A. St.
On August 3, 1998*fn3 Crampton sent this e-mail message to eight
Abbott employees, three of whom reported directly to her (A. St.
Subject: Searle/Monsanto HR Contact
For those who may be interested, here is the contact
person and e-mail address for the head of HR/hiring for
the Chicago area:
Linda Delavallade (formerly from Abbott as well!!)
She and her team are working on implementing upper
management's decisions (post merger with Monsanto) who
stays in Chicago-land, who has to relocate to the east
coast, who has an option to relocate, etc. They should
be finished with that process in a week or two. If you
want to contact her first to discuss possible openings,
her phone number is 982-7211 and fax is 982-4637.
Otherwise, if you have a current CV, you can attach it
to a memo and send it via e-mail.
Good luck! And will the last one out please turn off
Human Resources Manager Michael Spengler ("Spengler") met with Crampton
on August 6 to discuss the e-mail (A. St. ¶ 42). At the meeting
Crampton said that she did not think the e-mail was a problem (id.
¶ 43) and attempted to explain that she intended the last line as a
joke (C. Add. St. ¶ 87). On August 10, 1998 Craft and Spengler met
with Crampton and told her that she had been terminated because of the
lack of judgment, loyalty and professionalism reflected in the e-mail
(id. ¶ 50).
Crampton was granted stock options three times during her years at
Abbott: in 1995, 1996 and 1997 (C. St. ¶¶ 2-4). At the time of her
termination she had options for over 5000 shares available for exercise
(C. St. ¶ 5). Each grant was pursuant to an option contract, and
each contract contained a materially identical provision under which a
terminated employee could exercise an option within three months after
his or her last day of work, except that each option would terminate
immediately if the employee were to "engage , directly or indirectly,
for the benefit of the employee or others, in any activity, employment or
business . . . which, in the sole opinion and discretion of the
Compensation Committee, is competitive with the company or any of its
subsidiaries" (id. ¶ 6).
Elizabeth Fowler ("Fowler") is the Abbott employee who processes the
exercising of stock options (C. St. ¶ 13). She was notified on
August 28 that Crampton had been terminated, and she asked Jill Mueller
in Human Resources to obtain a document known as the non-compete
verification form (A. St. ¶ 69), which sets out whether a former
employee is competing with Abbott in his or her new employment (id.).
On September 2 Crampton's husband Demetre Svolopoulos ("Svolopoulos")
telephoned Fowler, saying that Crampton wished to exercise her options
and asking Fowler to send him the exercise forms (C. St. ¶ 18).
Fowler told him the options could not be exercised until Fowler had the
non-compete verification form (C. St. ¶ 19). Svolopoulos said
truthfully that his wife was not employed at the time and was currently
seeking employment (C. St. ¶ 20). Fowler made another attempt to
obtain the form from Human Resources later that same day, and she
ultimately received it on September 8 (C. St. ¶¶ 21, 23). In response
to the question "[w]ill the optionee be competing with the company in
his/her new employment?" the form was marked "no," but there was a
handwritten qualifier stating "do not know her plans at this time" (A.
St. ¶ 76).
"In the perfect world, if in fact time allowed," Fowler would try to
send a letter to any terminated employee who was not competing, advising
the employee of the last date for exercise of stock options, as well as
about the stock option statement (Fowler Dep. 56). If time were too
short, a telephone call would be tried instead (id. 57). But Fowler did
neither of those things for Crampton, assertedly because Fowler was
unsure whether Crampton was terminated or was on leave status (id.).
Instead Fowler didn't communicate with Crampton for fully two months
after she had the Human Resources form in hand on September 8.
Then on November 19 Fowler received an e-mail from Spengler stating
that Crampton was working in a competing position (C. St. ¶ 44). By
November 25 Abbott had determined that Crampton would not be allowed to
exercise her options because her employment with Agouron was competitive
with Abbott (C. St. ¶ 46). On December 4 Fowler wrote Crampton that
she would not be allowed to ...