Cutbirth v. Clipper Windpower
Michael D. Cutbirth (respondent) was the president of Clipper Windpower, Inc. (appellant). Pursuant to an employment agreement (Employment Agreement), he was granted options to purchase appellant's stock. There was no time period for the exercise of the stock option in the Employment Agreement. After respondent left the company, appellant refused to allow him to exercise the options. Appellant contended that the options had terminated pursuant to the provisions of its incentive stock option plan (Plan) which provided a three month period for the exercise of the options.
Appellant contends that the trial court erroneously concluded that (1) the Employment Agreement is an integrated writing not subject to the Plan three-month expiration provision, (2) an implied term of the Employment Agreement is that respondent shall have a reasonable period of time in which to exercise the options, (3) five years is a reasonable period of time, and (4) respondent is not estopped from denying that his stock options expired three months after the termination of his employment. Court affirm.
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