United States District Court, S.D. Indiana, Indianapolis Division
ORDER GRANTING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
SARAH EVANS BARKER, District Judge.
This cause is before the Court on the parties' cross-motions for summary judgment. Def.'s Mot. Dismiss or Summ. J. [Docket No. 7]; Pl.'s Br. Opp'n Summ. J & Cross Mot. Summ. J. [Docket No. 13]. For the reasons set forth below, Defendant's motion is GRANTED, and Plaintiff's motion is DENIED.
Plaintiff, Mary Ellen Youngs, is the personal representative of the estate of Roger Youngs. Compl. ¶ 2. Mr. Youngs was employed by Defendant, Finance Center Federal Credit Union (now more correctly known as Financial Center Federal Credit Union), where he served as the company's Chief Executive Officer and President. Compl. ¶ 4. While occupying that role in 2007, Mr. Youngs entered into a Supplemental Retirement Benefit Agreement ("SRBA") with Defendant, which was an amendment and restatement of a previously executed SRBA. See Pl.'s Ex. A at 1. The SRBA terminology refers to Defendant as "Employer" and Mr. Youngs as "Employee, " and identifies its purpose as recognizing Mr. Youngs' value as an employee and providing him additional compensation because of that value. See id.
To further that purpose, the SRBA provides supplemental benefits "if the Employee is employed by the Employer as its Chief Executive Officer and President" on December 31, 2013; "[i]f the Employee terminates employment with the Employer prior to December 31, 2013 due to Disability"; or "[i]f the Employee terminates employment with Employer prior to December 31, 2013 due to his death[.]" Id. at 2. SRBA benefits are forfeited "[i]f the Employee's employment with the Employer is terminated for any reason other than his death or Disability or as provided in Section 4,  prior to December 31, 2013...." Id. at 3.
In 2009, Mr. Youngs and Defendant entered into another agreement titled Severance Agreement and Release of Claims ("Severance Agreement")-which refers to Mr. Youngs as "Executive" and Defendant as "Credit Union"-that identifies Mr. Youngs as Defendant's President and states that "Executive and Credit Union have agreed that it would be in the best interest of the Credit Union if Executive were to resign his position as President, effective September 22, 2009[.]" See Pl.'s Ex. B at 1. Mr. Youngs and Defendant "desire[d] to enter into this Agreement to provide for mutually satisfactory terms and conditions of the separation of Executive's employment from Credit Union." Id.
Under the terms of the Severance Agreement, Mr. Youngs agreed to release and waive Defendant's liability for potential claims arising out of discrimination statutes, including, but not limited to, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, and ERISA. Id. at ¶ 3. Mr. Youngs was also notified of his rights under the Older Workers Benefit Protection Act and agreed to non-disclosure and non-compete clauses. See id. at ¶¶ 4, 6. Specifically under the non-disclosure clause, Mr. Youngs agreed not to disclose confidential information to which he had been privy as the company's executive; he also agreed to return:
all credit cards and other property of Credit Union... [and] all Confidential Information that is in his possession or control, including any Confidential Information that is stored on any electronic equipment or device owned by Executive (i.e. laptop computer, personal digital assistant, etc) upon Executive's separation of employment from Credit Union; and to promptly return to Credit Union. Executive represents and warrants that prior to the execution of this Agreement, he returned to the Credit Union, all laptops [sic] computers in his possession that were provided to him by the Credit Union.
Id at ¶ 6D. The non-compete clause provides:
E. Non-Compete. The Executive hereby understands, acknowledges and agrees that, by virtue of his positions with the Credit Union, the Executive has and will have advantageous familiarity and personal contacts with the Credit Union's Members, wherever located, and has and will have advantageous familiarity with the business, operations and affairs of Credit Union. In addition, the Executive understands, acknowledges and agrees that the business of the Credit Union, a financial institution, is highly competitive. Accordingly, at all times while the Executive is employed by the Credit Union and for a two-year period following the termination of Executive's employment with the Credit Union, the Executive will not...
i. engage in or assist another Person in engaging in, or use or permit his name to be used in connection with, any business, operation or activity which competes with any business, operation or activity conducted or proposed to be conducted by the Credit Union or which is in the same or a similar line of business as the Credit Union, at any time during the Executive's employment with the Credit Union during such two-year period following the Resignation Date; or
ii. finance, join, operate or control any business, operation or activity which competes with any business, operation or activity conducted or proposed to be conducted by the Credit Union or which is in the same or a similar line of business as the Credit Union, at any time during the Executive's employment with the Credit Union or during such two-year period following the Resignation Date.
Id. at ¶ 6E.
Outside of these restrictions, the Severance Agreement provides benefits under two sections. Section 7 provides for "Severance Payments, " where Mr. Youngs "shall receive severance equal to his current salary for a period of 24 months... [which] shall be paid to Executive on Credit Union's regular payroll dates[.]" Id. at ¶ 7. Under Section 9, Mr. Youngs remained eligible for retirement benefits to the extent that he was already eligible for such benefits. Id. at ¶ 9. He could elect to maintain his medical, dental, and vision benefits; could retain his company-owned vehicle and employer-issued cell phone if he paid the associated fees; and could convert his group life insurance policy to an individual insurance policy. Id. at ¶ 9B. Under Section 8 of the Severance Agreement, Mr. Youngs was also ...