United States District Court, N.D. Illinois, Eastern Division
WILFORD W. STARGEL, Plaintiff,
THE NUTRASWEET COMPANY and NUTRASWEET HOLDINGS, INC., Defendants.
MEMORANDUM OPINION AND ORDER
JOHN W. DARRAH, District Judge.
Plaintiff Wilford Stargel has filed a three-count Complaint alleging breach of contract. Defendants The NutraSweet Company ("Company") and NutraSweet Holdings, Inc. ("Holdings") have moved to dismiss the Complaint, pursuant to Federal Rule of Civil Procedure 12(b)(6), for failure to state a claim for breach. For the reasons provided below, Defendants' Motion to Dismiss  is granted in part and denied in part.
Stargel was a long-term employee of Company and was responsible for bringing the product known as NutraSweet through the regulatory approval process. (Compl. ¶ 1) In September 2003, Stargel separated from Company and entered into a Release and Separation Agreement ("Agreement"). (Compl. ¶¶ 2-3.)
Pursuant to the Agreement, Company agreed to pay Stargel:
A) One year's separation pay;
B) A lump sum of $117, 000.00 to satisfy all claims to incentive or bonus pay;
C) $3, 000 for unused vacation;
D) Reimbursement of all Company-paid portions of dental coverage;
E) Distribution of Stargel's 401(k) plan;
F) $100.00 per share for each of the 4, 000 shares of Holdings stock that Company would "cause [Holdings] to purchase" from Stargel, totaling $400, 000.00, by issuance of two promissory notes to Stargel.
(Compl. Ex. A.) The first note ("Note A") required Holdings to pay Stargel $200, 000.00 over two years in four installments of $50, 000.00 each, plus quarterly interest payments on any unpaid principal. ( Id. at 8.) The second note ("Note B") required Holdings to pay Stargel the remaining $200, 000.00 on September 30, 2013. ( Id. at 11.) Note B contains the following provision:
Default; Remedy. Upon the occurrence of an Event of Default (as hereinafter defined), the Holder may b[y] written notice to the Payor declare this note to be in default, whereupon the unpaid balance of the principal of this Note and all ...