Thomas Kmak v. American Century Companies

LOKEN, Circuit Judge.

In 2003 and 2005, Thomas Kmak exercised options to purchase restricted shares of American Century Companies, Inc. (American Century), common stock. At the time of purchase, he signed Stock Restriction Agreements (SRAs) providing, as relevant here, that American Century “will have the right to call any of the Shares for repurchase ... at any time following the Purchaser’s disability, death, or termination of, or retirement from, the Company’s employment.” Kmak terminated his employ in September 2007. American Century called his shares for repurchase in December 2011,…