Kerns’s 2011 bonus or that there should have been a method for breaking a tie vote. Evidence that there was a tie vote by members of the LSC Board of Directors or Compensation Committee on Mr. Evidence that the Agreement “guaranteed” Mr. LSC now moves in limine to exclude the following from trial: 1.
Because of this factual dispute, the Court denied summary judgment. The Court stated that the “parties have a factual dispute as to whether Logicworks acted in good faith ‘to set forth such individual and corporate performance goals within 60 days of the Effective Date,’ with each party offering different interpretations of the various emails and documents gathered during discovery.” Id. The Court found that a material issue of fact existed, however, “as to whether Logicworks breached the good faith requirement of the Agreement’s bonus provision.” Id. Kerns’s first argument, reiterating “that the Agreement’s bonus provision is discretionary, and whether Logicworks adopted a bonus program and/or the timeliness of such adoption has no effect on that outcome.” Id. He asserted that LSC materially breached the Agreement by (1) failing to adopt a bonus program and pay him a 2011 bonus and by (2) violating the Agreement’s requirement that the Board act in “good faith” to adopt performance goals within sixty days of his 2 NOT FOR PUBLICATION start date. Kerns filed a second motion for summary judgment. On June 5, 2013, after several months of discovery, Mr. The Court found as a matter of law that the Agreement’s bonus provision was discretionary and unambiguous in that it did not guarantee Mr. Kerns’s first motion for summary judgment on October 10, 2012. On July 6, 2012, LSC removed the case here. Kerns filed suit against LSC in New Jersey Superior Court, Hudson County, for breach of contract. Kerns was “entitled to a 2011 cash bonus in the amount of $22,148.97.” Id. Kerns that LSC had adopted a bonus program and that, under the program, Mr. Kerns resigned for “Good Reason” and that he was entitled to severance pay. Kerns’s resignation letter on May 11, 2012. Kerns’s letter also stated that, because his resignation was for “Good Reason,” he was entitled to severance pay under Section 4(a)(i) of the Agreement. His resignation letter asserted that he was resigning with “Good Reason” because LSC had breached its contractual duty to pay him a 2011 bonus.
Approximately nine months later, on March 16, 2012, Mr. The Agreement defined the “Effective Date” as the first day of Mr. The Boards will use good faith efforts to set forth such individual and corporate performance goals within 60 days of the Effective Date. The Target Bonus for any fiscal year will be paid by March 15 of the 1 NOT FOR PUBLICATION following calendar year. The Target Bonus for the each fiscal year will be not less than 50% of your Base Salary, provided, that, for 2011, the Target Bonus will be pro-rated based on the portion of such year during which you were employed by the Company, and, for each year, will be based upon the achievement by the Company of certain individual and corporate performance goals to be established by the Boards. The Agreement also provided terms for a bonus: The Company shall adopt an annual Bonus Program and you will be eligible to receive an annual bonus in an amount determined by the Board (the “Target Bonus”). Kerns would be employed by LSC as Chief Executive Officer, at a salary of $325,000, beginning on or about June 15, 2011. FACTUAL AND PROCEDURAL BACKGROUND On June 8, 2011, Plaintiff George Kerns signed a Letter Agreement of Employment (the “Agreement”) with LSC. Decided without oral argument under Federal Rule of Civil Procedure 78(b), LSC’s motion is granted in part and denied in part. Walls, Senior District Judge In this dispute about whether a company owes its former Chief Executive Officer additional compensation, Defendant Logicworks Systems Corporation (“LSC” or “Logicworks”) moves in limine to exclude evidence from trial. 12-04146 (WHW) (CLW) LOGICWORKS SYSTEMS CORPORATION, Defendant. 63 NOT FOR PUBLICATION UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY GEORGE L.
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