Donald R. Scribner v. Worldcom, Inc., a Georgia Corporation

TROTT, Circuit Judge:

In this appeal, we must decide what the words “termination without cause” mean in the context of a stock option contract between an employer and employee. The question is whether the employer, who retains discretion to construe the contract, can define the word “cause” to mean something other than its ordinary meaning without informing the employee that the ordinary meaning is irrelevant. Under the circumstances of this case, we conclude that the answer is no.

The parties are Donald Scribner and WorldCom, Inc., Scribner’s former employer. Scribner owned unvested options to…