Wood v. Symantec Corp.

872 F.Supp.2d 476

David WOOD, Plaintiff,

v.SYMANTEC CORPORATION, Defendant.

No. 1:11cv827 (JCC/JFA).

United States District Court,

E.D. Virginia,

Alexandria Division.

Feb. 2, 2012.

Neil Lawrence Henrichsen, Henrichsen Siegel PLLC, Washington, DC, Paula M. Potoczak, Law Office of Paula M. Potoczak, Alexandria, VA, for Plaintiff.

Taron Kato Murakami, Seyfarth Shaw LLP, Washington, DC, for Defendant.

MEMORANDUM OPINION

JAMES C. CACHERIS, District Judge.

This matter is before the Court on Defendant Symantec Corporation's (“Defendant” or “Symantec”) Motion for Summary Judgment. [Dkt. 27.] For the following reasons, the Court will grant Defendant's Motion.

I. Background

This case arises out of a dispute between Symantec and its former employee, Plaintiff David Wood (“Plaintiff” or “Wood”), over alleged unpaid commissions.

A. Factual Background

1. Wood's Employment at Symantec

Symantec is a computer software company that provides storage and systems management solutions to individual consumers, small businesses, and large organizations.(Def.'s Mem. [Dkt. 28] Statement of Undisputed Facts (“Def.'s Facts”) ¶ 1.) In March 2009, Wood was a Senior Account Manager at Symantec. (Def.'s Facts ¶ 2.) Wood's job was to sell Symantec products and services to the public sector, including the federal government. ( Id.)

At that time, Wood's compensation was governed by the Fiscal Year 2009 Symantec Sales and Services Compensation Program Guide (the “FY 2009 Program Guide”). (Def.'s Facts ¶ 3.) Sales employees like Wood were paid a base salary as well as commissions based on their performance. (Def.'s Facts ¶¶ 4–5.)

2. The Carahsoft Contract

During his employment, Wood worked on a licensing agreement between Symantec and Carahsoft Technology Corporation (the “Carahsoft Contract”). (Wood Dep. [Def.'s Mem. Ex. 1] at 36:12–37:12.) The Carahsoft Contract was executed on April 1, 2009. (Def.'s Facts ¶ 12.) While the contract was with Carahsoft Technology Corporation, it allowed the United States Army to purchase Symantec products. ( Id.) The Carahsoft Contract contained a base year and two option years that could be exercised by the customer. (Def.'s Facts ¶ 13.) During the base year, the Army could use an unlimited quantity of specified Symantec Products. (Def.'s Facts ¶ 16.) The amount due and payable for the base year was approximately $11.1 million. (Def.'s Facts ¶ 15; Wood Dep. at 41:7–18.) The Army was contractually committed to the base year only, and was not required to exercise the option years. (Def.'s Facts ¶ 14.) Thus, in order for Symantec to be paid beyond the amount due and payable for the base year, the Army would have to exercise the option years. ( Id.)

In September 2008, Wood proposed a deal containing a contractual commitment close to $50 million, and which set forth the possibility of external financing. (Def.'s Facts ¶ 17.) In order to obtain external financing, Symantec would have to pay a financing company or reseller a fee to finance the deal. ( Id.) However, a multi-year deal with external financing eventually became unworkable. (Def.'s Facts ¶ 18.) Wood continued to lobby for a deal with external financing, however, because it would increase the Army's contractual commitment, and hence increase his commissions. (Def.'s Facts ¶¶ 19–20.) Wood eventually advocated a deal with a base year of approximately $12 million and an unlimited license, recognizing the high likelihood that the Army would exercise the option years. (Def.'s Mem. Ex. 10.) The Carahsoft Contract was ultimately executed without external financing. (Def.'s Facts ¶ 25.)

3. The FY 2009 Program Guide

Wood was a “Plan Participant” as defined in the FY 2009 Program Guide. (Opp. [Dkt. 33] Additional Facts (“Pl.'s Facts”) ¶ 3.) As a Plan Participant, Wood was assigned to a specific territory and given a quota. (Def.'s Facts ¶ 4; FY 2009 Program Guide [Def.'s Mem. Ex. 2] §§ 2.2, 7.1.) Wood's commissions were based on eligible products and services sold within his territory and for which he carried a quota. (Def.'s Facts ¶ 4; FY 2009 Program Guide §§ 1.5, 3.1, 3.2.)

The FY 2009 Program Guide provided that “[c]ommissions are earned when Symantec receives full payment from the customer unless the deal falls within the Windfall Clause ... in which case there are no earnings until a decision is made by Symantec regarding the windfall.” (Def.'s Facts ¶ 7; FY 2009 Program Guide § 1.6.) The guide further states that “[o]nly transactions which have been forecasted, approved and invoiced are eligible for Commissionable Bookings Credit.” (Def.'s Facts ¶ 7; FY 2009 Program Guide § 1.6.) Commissionable Bookings Credit is in turn defined as the amount credited to the territory and against the quota for commission purposes. (Pl.'s Facts ¶ 7; FY 2009 Program Guide § 1.5). Section 4 of the FY 2009 Program Guide further addresses Commissionable Bookings Credit, and provides in part that:

An order for both products and/or services must be a binding commitment on both the third-party (customer or partner) and Symantec. No caveats, cancellation clauses, Availability of Funds (AOF) clauses (which must be immediately billable on standard payment terms)[,] non-standard payment terms, contingencies, acceptance clauses, or provisions are allowed without prior approval of the Geography Senior Vice President and Geography Finance Controller.

(Def.'s Facts ¶ 7; FY 2009 Program Guide § 4.8.) Section 4.11 reiterates that “[t]he appropriate Geography Senior Vice–President and Geography Finance Controller must approve all nonstandard payment terms.” (Def.'s Facts ¶ 7; FY 2009 Program Guide § 4.11.)

Symantec reserved the right “to amend the Program Guide and related policies and procedures prospectively or retroactively with or without prior written notice” and “at its complete discretion.” (Def.'s Facts ¶ 7; FY 2009 Program Guide § 2.3.) Symantec also reserved the right to “make changes in Program Guide eligibility at any time” and to “modify at its complete discretion Quotas based on a number of conditions....” (Def.'s Facts ¶ 7; FY 2009 Program Guide §§ 2.4, 2.5.) Modifications to the FY 2009 Program Guide required “the prior written approval of the Executive Compensation Committee, made up of Executive Compensation Committee, made up of Executives from Sales, Services and Finance Organizations.” (Def.'s Facts ¶ 7; FY 2009 Program Guide § 2.7.)

Wood received the FY 2009 Program Guide in May 2008 and accepted its terms. (Def.'s Facts ¶ 8.)

4. Wood's Compensation on the Carahsoft Contract

Pursuant to the FY 2009 Program Guide, Wood was paid commission based on the Army's contractual commitment on the Carahsoft Contract, i.e., the approximately $11.1 million due and payable for the base year. (Def.'s Facts ¶ 31.) Wood met with one of his supervisors, Jim Russell, about compensation in April 2009. (Def.'s Facts ¶ 34.) Russell was a vice president responsible for Symantec's public sector business unit until October 2009. ( Id.) Wood sent Russell a memo he drafted concerning compensation on the Carahsoft Contract (the “compensation memo”). (Def.'s Mem. Ex. 13.) When Wood and Russell met, they discussed two courses of action: (1) an adjustment to Wood's quota for fiscal year 2010, and (2) paying the team “off plan.” (Def.'s Facts ¶ 35; Def.'s Mem. Ex. 14.)

Wood also spoke with another supervisor, David Connor, about his compensation. (Def.'s Facts ¶ 37.) In May 2009, Wood sent Connor an e-mail, which included the compensation memo as well as three proposals for how the sales team could be compensated. (Def.'s Facts ¶ 38; Def.'s Mem. Ex. 15.) Wood asked Connor that compensation for the Carahsoft Contract be “non-standard” or “off plan.” (Def.'s Mem. Ex. 15.)

In June 2009, Wood met with his three supervisors, Russell, Connor, and Doug Martin. (Def.'s Facts ¶ 41.) Wood sent an e-mail confirming the meeting, in which he referenced discussions with Rich Spring and Bill Robbins, both of whom had authority levels higher than Russell with respect to the Carahsoft Contract. (Def.'s Facts ¶ 41; Russell Dep. [Def.'s Mem. Ex. 6] at 14:10–13; Def.'s Mem. Ex. 16.) As set forth in the e-mail, these discussions reflected that the Carahsoft Contract was “recognized by Symantec as a 1 year deal,” that the sales team was “paid according to [its] FY09 compensation plan,” and that “Bill [Robbins] and Rich [Spring] will not entertain taking the Army ELA [ i.e., the Carahsoft Contract] off plan for the sales team to realize a fixed payment upon the second and third payments by the Army.” (Def.'s Facts ¶ 41; Def.'s Mem. at 11 n. 6; Def.'s Mem. Ex. 16.) Wood also stated in the e-mail that these discussions did not adequately compensate the sales team and did not align with previous discussions regarding compensation. (Def.'s Mem. Ex. 16.) According to Wood, he was told “get the deal done and then we will discuss payment” and “I want to get you paid. I am trying to get you paid.” (Def.'s Mem. Ex. 16; Wood Dep. at 141:5–142:4.)

In October 2009, Gigi Schumm became Symantec's vice president and general manager of the public sector business unit. (Def.'s Facts ¶ 44.) Wood, as well as Brian Booker, another member of Wood's sales team, raised the issue of compensation with Schumm, including the amount of money they were paid on the Carahsoft Contract. (Def.'s Facts ¶¶ 46–47; Schumm Dep. [Def.'s Mem. Ex. 4] at 20:14–21:16.) Wood met with Schumm in October 2009 and presented her with his compensation memo. (Def.'s Facts ¶ 48.) Wood (and Booker) argued that the Carahsoft Contract should be treated as a three-year deal as opposed to a one-year deal, and informed Schumm about various proposals submitted to Russell and Connor. (Def.'s Facts ¶ 49; Schumm Dep. at 20:14–21:16.) Schumm thereafter inquired about the sales team's compensation on the Carahsoft Contract, speaking with Martin, who was Wood and Booker's direct supervisor, as well as Spring and Robbins. (Def.'s Facts ¶ 52; Schumm Dep. at 20:3–13.) She...