United States Court of Appeals, District of Columbia Circuit
Ronald E. Peck, Appellant
SELEX Systems Integration, Inc. and SELEX Sistemi Integrati, Inc. Key Employee Deferred Compensation Plan, Appellees
March 23, 2018
from the United States District Court for the District of
Columbia (No. 1:13-cv-00073)
William R. Wilder argued the cause and filed the briefs for
Timothy A. Hilton argued the cause for appellees. With him on
the brief were Julianne P. Story, Michael T. Raupp, and
Steven A. Neeley.
Before: Henderson and Srinivasan, Circuit Judges, and
Edwards, Senior Circuit Judge.
Srinivasan, Circuit Judge
working at SELEX Systems Integration, Inc. for over fifteen
years, Ronald Peck was terminated for refusing to transfer to
a different position in the company. He filed separate claims
for benefits under SELEX's deferred-compensation plan and
its severance policy. Both claims were denied on the same
ground: that Peck's termination for refusing to transfer
positions rendered him ineligible for benefits.
filed suit against SELEX and its Key Employee Deferred
Compensation Plan (together, SELEX), alleging that the denial
of benefits violated the Employee Retirement Income Security
Act of 1974 and breached SELEX's contractual duty to
provide severance pay to eligible employees. The district
court granted judgment in SELEX's favor on both the
deferred-compensation claim and the severance-pay claim. We
vacate the district court's judgment with regard to
deferred compensation but affirm with regard to severance
over fifteen years, Ronald Peck worked at SELEX Systems
Integration, an international company that designs and
produces aviation navigation, defense, and surveillance
systems for governments, militaries, and industrial
operators. Peck began his tenure with SELEX as the Director
of Quality at the company's U.S. headquarters in Overland
Park, Kansas. Peck rose through the ranks of the quality
department over the next eleven years, eventually assuming
the role of Vice President of Quality and Engineering.
transitioned away from quality-control positions in
conjunction with SELEX's implementation of a five-year
plan to expand its U.S. market. In March 2008, Peck became
the Vice President of Business Development, responsible for
all marketing and sales in the U.S. market. Two years later,
SELEX opened an office in Washington, D.C., to establish a
presence near the Federal Aviation Administration and other
D.C.-based clients. In connection with the opening, Peck
became Vice President of Strategy and Product Planning,
another marketing role. For the first year in the new
position, Peck traveled frequently between Kansas and D.C. In
October 2011, Peck moved to D.C. full time, and in February
2012, he officially transferred to the company's D.C.
August 23, 2012, SELEX's Chief Executive Officer, Mike
Warner, held a meeting with Peck. Warner informed Peck that
he was being removed from the marketing position in D.C. due
to poor performance. Warner offered Peck the option to
transfer back to the Kansas office and assume the position of
Vice President of Quality Control and Business Improvement.
Warner memorialized the offer in a letter to Peck dated
August 29, 2012. The letter confirmed that Peck's removal
from the "marketing leadership role" resulted from
"recurring deficiencies in [his] performance" that
could have "jeopardize[d] the continued success of the
company's business initiatives." J.A. 86. The letter
said that the company therefore "need[ed Peck] to
transfer immediately back to Overland Park to assume the
[quality-control] position," which was "well suited
to [his] expertise." Id.
initially declining Warner's offer on the telephone, Peck
confirmed his decision in a letter dated September 3, 2012.
Peck explained in the letter that the new position was
"not an equivalent position to [his] current role,"
did not "represent a logical step in [his] career
progression," and "would . . . effectively [have]
be[en] a regression in [his] career with the Company."
J.A. 87. Peck nonetheless expressed his willingness to
continue in the D.C. marketing position.
responded in a letter dated September 14, 2012, explaining
that there was no longer a position for Peck in D.C. Warner
sought to assure Peck that the new position was not a
"regression" because Peck would report directly to
Warner and take on the new responsibility of directly
supervising others. J.A. 88. Warner thus urged Peck to
"reconsider [his] refusal to accept [the] new
assignment" within two weeks. J.A. 89. Warner expressed
that Peck's refusal to do so "would constitute
'cause'" for his termination. Id.
Although Peck, as an at-will employee, could be ...