The opinion of the court was delivered by: Magistrate Judge Susan Paradise Baxter
A. Relevant Procedural History
On March 17, 2008, Plaintiff filed the instant action claiming that Defendant Keystone Powdered Metal Company retaliated against him by excluding him from the 2005 Retention Benefit Plan. In his one-count complaint, Plaintiff avers that this exclusion was done in retaliation for Plaintiff's filing of two previous EEOC charges (an age discrimination charge filed in August of 2004 and a retaliation charge filed in March of 2005). Plaintiff seeks monetary relief.
Defendant has filed a motion for summary judgment (document # 21), Plaintiff has filed a brief in opposition (document # 27) and Defendant has filed a reply brief (document # 29).
Defendant argues for summary judgment on three alternative bases: 1)Plaintiff cannot establish a prima facie case of retaliation as there is no causal connection; 2) Defendant had legitimate, non-discriminatory reasons for not including Plaintiff in the Plan; and 3) Barker's prior settlement agreement precludes him from participating in the Plan.
The pending motion for summary judgment is ripe for disposition by this Court.
B. Standard of Review - Motion for Summary Judgment
Federal Rule of Civil Procedure 56(c)(2) provides that summary judgment shall be granted if the "pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." Rule 56(e) further provides that when a motion for summary judgment is made and supported, "an opposing party may not rely merely on allegations or denials in its own pleading; rather, its response must -- by affidavits or as otherwise provided in this rule -- set out specific facts showing a genuine issue for trial. If the opposing party does not so respond, summary judgment should, if appropriate, be entered against that party."
A district court may grant summary judgment for the defendant when the plaintiff has failed to present any genuine issues of material fact. See Fed.R.Civ.P. 56(c); Krouse v. American Sterilizer Company, 126 F.3d 494, 500 n.2 (3d Cir. 1997). The moving party has the initial burden of proving to the district court the absence of evidence supporting the non-moving party's claims. Celotex Corp. v. Catrett, 477 U.S. 317 (1986); Country Floors, Inc. v. Partnership Composed of Gepner and Ford, 930 F.2d 1056, 1061 (3d Cir. 1990). Further, "[R]ule 56 enables a party contending that there is no genuine dispute as to a specific, essential fact 'to demand at least one sworn averment of that fact before the lengthy process of litigation continues.'" Schoch v. First Fidelity Bancorporation, 912 F.2d 654, 657 (3d Cir. 1990) quoting Lujan v. National Wildlife Federation, 497 U.S. 871 (1990).
The burden then shifts to the non-movant to come forward with specific facts showing a genuine issue for trial. Matsushita Elec. Indus. Company v. Zenith Radio Corp., 475 U.S. 574 (1986); Williams v. Borough of West Chester, Pa., 891 F.2d 458, 460-461 (3d Cir. 1989)(the non-movant must present affirmative evidence - more than a scintilla but less than a preponderance - which supports each element of his claim to defeat a properly presented motion for summary judgment). The non-moving party must go beyond the pleadings and show specific facts by affidavit or by information contained in the filed documents (i.e., depositions, answers to interrogatories and admissions) to meet his burden of proving elements essential to his claim. Celotex, 477 U.S. at 322; Country Floors, 930 F.2d at 1061.
A material fact is a fact whose resolution will affect the outcome of the case under applicable law. Anderson v. Liberty Lobby, Inc. 477 U.S. 242, 248 (1986). Although the court must resolve any doubts as to the existence of genuine issues of fact against the party moving for summary judgment, Rule 56 "does not allow a party resisting the motion to rely merely upon bare assertions, conclusory allegation or suspicions." Firemen's Ins. Company of Newark, N.J. v. DuFresne, 676 F.2d 965, 969 (3d Cir. 1982). Summary judgment is only precluded if the dispute about a material fact is "genuine," i.e., if the evidence is such that a reasonable jury could return a verdict for the non-moving party. Anderson, 477 U.S. at 247-249.
C. The Undisputed Relevant Facts*fn2
1. Plaintiff's Work History
Plaintiff began his employment with Defendant Keystone Powdered Metal Company on January 17, 1962. Document # 24-1, Deposition of Plaintiff William M. Barker, page 3. In 1998, Plaintiff was promoted to Director of Manufacturing with responsibility for overseeing Keystone's four separate facilities. Id. at pages 13-14. In early August of 2004, Plaintiff was removed from his position as Corporate Director of Manufacturing and Quality and placed into the Manager of Sales and Marketing position. Id. at page 16.
On August 27, 2004, Plaintiff filed his first charge of age discrimination with the EEOC. Id. at page 20. In March of 2005, Plaintiff filed a charge of retaliation with the EEOC.
Plaintiff and Defendant reached a final settlement on both charges with Plaintiff signing the settlement agreement on October 21, 2005, and Defendant signing the agreement on November 1, 2005. Document # 24-1, Settlement Agreement, pages 45-51. The agreement included the following provisions:
1. Barker's Employment Status. The Parties acknowledge that in August 2004, the Company transferred Barker from the position of Corporate Director of Manufacturing and Quality to the position of Sales and Marketing Manager, that in connection with that move, the Company reduced Barker's pay from One Hundred Twenty-Two Thousand Dollars ($122, 000) a year to One Hundred Thousand Dollars ($100,000) a year effective January 1, 2005, and that Barker is currently employed by the Company as Sales and Marketing Manager at that salary.
3. Entire Amount of Monetary Consideration. Barker agrees that this Agreement sets forth the entire amount of monetary consideration to which he is entitled from the Company through the date of his execution of this Agreement, apart from his current salary and benefits(e.g., outstanding stock options and vested benefits, under the Company's retirement, management retention and other benefit plans), that but for his execution of this Agreement, he would not be entitled to the monetary consideration for which this Agreement provides, and that he will not seek any further compensation or benefits of any kind or nature from the Company, including but not limited to back pay, severance pay, front pay, wages, vacation pay, bonuses, benefits, attorneys' fees, costs, interest, damages (whether compensatory, punitive or otherwise), or other monies, in connection with the matters encompassed by this Agreement.
12. Exclusion from Meetings. Barker acknowledges that the Company has the right to excuse him from new product and manufacturing cost review meetings (as well as meetings that he has no business need to attend), understands that the Company intends to exclude him from such meetings in the future, and agrees that the Company has legitimate, non-discriminatory and non-retaliatory reasons for excluding him from the meetings, reasons that preclude him from challenging or contesting its action.
18. Entire Agreement. The Parties agree that the foregoing constitutes the entire agreement between them and that there exist no other agreements, oral or written, express or implied, relating to any matters covered by this Agreement, or relating to any other matter whatsoever, whether or not within the knowledge or contemplation of any of the Parties at the time of execution of this Agreement.
2. The 2000 Management Retention Pool
In 2000, Keystone developed a Management Retention Pool to provide incentives to key employees so that they would work hard to improve the value of the company and to keep the management of the company in place. Document # 23, Defendant's Statement of Material Facts, ¶ 39; Document # 28, Plaintiff's Counter-Statement of Material Facts, ¶39. When the 2000 MRP was implemented, key executives (as determined by the Board of Directors) were included as participants. Id. at ¶¶ 41, 42. Plaintiff Barker was included as a participant in the 2000 MRP. Id. at ¶ 45.
Under the terms of the 2000 MRP, if Keystone had a fair market value of 57 million dollars by December 31, 2004, MRP participants would receive a payout. Id. at ¶ 47. The MRP ended on December 31, 2004, but by agreement with MRP participants, the date to complete a company valuation for the MRP was extended twice with the final valuation completed by December 9, 2005. Id. at ¶ 48. On December 9, 2005, Duff & Phelps, experts conducting a valuation of the business, issued a report indicating that Keystone was valued at between 49.3 and 55.3 million dollars. Id. at ¶ 55. The parties agree that there was no payout at the conclusion of the 2000 Management Retention Pool.
3. The 2005 Retention Bonus Plan
The new Retention Bonus Plan went into effect in late November 2005. The Board of Directors appointed a committee of three non-employee directors (Richard Reuscher, Robert Reuscher, and James Stalder) to set up the new plan and to determine who the participants would be. Document # 24-5, Resolution of Keystone Board of Directors*fn3 . According to Board Member Robert Reuscher, it was important to Keystone that key employees remained with the company, particularly after there was no payout under the 2000 Management Retention Pool. Documents # 23, 28, at ¶ 81. Not all management level employees were eligible to participate in the 2005 Plan. Id. at ¶ 86.