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Ragan v. BP Products North America, Inc.

United States District Court, N.D. Illinois, Eastern Division

January 10, 2020

KATHLEEN RAGAN, Plaintiff and Counter-Defendant,
BP PRODUCTS NORTH AMERICA, INC. and BP AMERICA, INC. Defendant and Counter-Plaintiff.


          Honorable Marvin E. Aspen, United States District Judge.

         Before us is Defendants BP Products North America and BP America Inc.'s (collectively, “Defendants” or “BP”) motion to reconsider our order denying Defendants' summary judgment motion in part and granting it in part and denying Plaintiff's summary judgment motion. (Def. Mem. in Support of Mot. to Reconsider (“Def. Mot.”) (Dkt. No. 97); Mem. Order and Op. (“Mem.”) (Dkt. No. 96).) Defendants argue we failed to consider the relationship between the Illinois Wage Payment and Collection Act and the $500, 000 in restricted share units (“RSUs”) (Id. at 1.) Defendants misconstrue our order, but we take their invitation to clarify this issue to prevent further confusion.


         The parties dispute the exact nature of BP's offer to Ragan. Daniel Barry, the then-head of the Global Environmental Products (“GEP”) group at BP called Ragan on April 17, 2015 to discuss an offer of employment at BP. (Def.'s Statement of Material Facts (“Def. SOF”) (Dkt. No. 69) ¶ 7.) Barry emailed Ragan following their conversation with a summary of the compensation package BP was offering her. (Def. SOF ¶ 7; Pl.'s Resp. to Def.'s Statement of Material Facts (“Pl. SOF Resp.”) (Dkt. No. 91.) ¶ 7.) The email refers to three categories of bonus: “Buyout, ” “Minimum Bonus subject to My Plan, ” and “Sign-on Bonus.” (Id.) The term “Guarantee” is substituted in the “Total Sign-on” descriptor for the minimum bonus and sign-on bonus. (Id.) Ragan did not respond to Barry's email with an acceptance of these terms. (Def. SOF ¶ 9; Pl. SOF Resp. ¶ 9.) On April 23, 2015, BP sent Ragan a written offer letter that she signed four days later to work as an Emissions Trader for the Defendants' Integrated Supply and Trading (“IST”) group. (Def. SOF ¶ 10; Pl. SOF Resp. ¶ 10.) The parties dispute whether the offer letter contained all the terms and conditions of Ragan's employment with BP, Ragan's position is that Barry's prior email was incorporated into the agreement. (Def. SOF ¶ 10; Pl. SOF Resp. ¶ 10.) Ragan therefore believes that the April 23rd letter does not constitute the complete offer. (See Def. SOF ¶¶ 11-24; Pl. SOF Resp. ¶¶ 11-24.) Ragan also points out that the letter references policies and codes to which she did not have access prior to her employment with BP. (Pl. SOF Resp. ¶¶ 10, 11, 13, 15, 19, 20, 21.)

         The terms of the offer letter and the various BP policies referenced within it are undisputed. (See Def. SOF ¶¶ 11-24; Pl. SOF Resp. ¶¶ 11-24.) The offer letter stated, in relevant part, the following:

Restricted Stock [Share] Units
In addition to the other elements of your compensation package, you will also be granted Restricted Stock [Share] United (“RSUs”) representing BP plc American Depositary Shares (“ADSs”) valued at $500, 000 at the time of grant. Your grant will be issued in the quarter following your start date with BP, and will vary in amount with the price of BP's stock [shares] over time. 25% of the grant will vest 2 years after the grant date and the remaining 75% will vest 3 years after the grant date, both calculated at the then-current value of the stock [shares]. In general, in order for the RSUs to vest, you must be employed by BP on the vesting date. . . . all awards are subject to the terms of the plan under which they are granted. You will receive . . . a link to the plan prospectus, which you should read in its entirety.

(Def. SOF ¶¶ 18 (emphasis added).) The Restricted Share Plan II included the following terms:

• Each RSU represents a conditional entitlement to receive one BP American Depositary Share (“ADS” or “share”) at a date in the future, provided that the specified terms and/or conditions are met.
• The main terms and conditions for this grant or award are your continued employment with BP until the end of the restricted period and the satisfaction of conditions specified at the time of the grant or award, either in this document, the Plan Rules or in a separate grant letter you would have received.
• If your employment with BP ends before the vesting date then, with the exception of certain special circumstances, you will forfeit your RSUs.
• Generally, if you cease to be an employee of BP before the vesting date then you will forfeit your RSUs. Forfeited RSUs cannot vest . . .
• However, if your employment with BP terminates for any of the following exceptional reasons before the vesting fate, then you will not forfeit all of your RSUs, and a proportion of the RSUs will continue to vest according to the original terms: . . . Termination . . . as a result of “Disability” or “involuntary termination of employment” with any member of the Group, other than due to your conduct or ...

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