Gilmore v. Citigroup, Inc.

LIPEZ, Circuit Judge.

Invoking contract and other state common law claims, appellants Jerrold E. Slutzky and Richard H. Gilmore challenge appellee Citigroup, Inc.’s Capital Accumulation Plan (“CAP”), which gives certain employees the option of receiving part of their compensation as Citigroup stock, awarded at a discounted rate. The dispute arises over the provisions of that plan that require a participating employee to forfeit his unvested shares, and his equivalent monetary wages foregone to purchase those shares, if he voluntarily leaves the company before those shares have vested. Just two…