UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

THOMAS AARON,
Plaintiff-Appellant,

v.                                                                 No. 96-1815

EMC CORPORATION,
Defendant-Appellee.

Appeal from the United States District Court
for the Eastern District of Virginia, at Alexandria.
Albert V. Bryan, Jr., Senior District Judge.
(CA-95-1369-A)

Argued: May 5, 1997

Decided: June 23, 1997

Before WILKINSON, Chief Judge, and RUSSELL and
WILLIAMS, Circuit Judges.

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Affirmed by unpublished per curiam opinion.

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COUNSEL

ARGUED: David Payne Sutton, Sr., Baltimore, Maryland, for Appel-
lant. Michele A. Whitham, FOLEY, HOAG & ELIOT, L.L.P., Bos-
ton, Massachusetts, for Appellee. ON BRIEF: Arthur G. Telegen,
Amy B.G. Katz, FOLEY, HOAG & ELIOT, L.L.P., Boston, Massa-
chusetts; Robert R. Vieth, MCGUIRE, WOODS, BATTLE &
BOOTH, L.L.P., McLean, Virginia, for Appellee.

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Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).

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OPINION

PER CURIAM:

Thomas Aaron appeals the district court's grant of summary judg-
ment in favor of his former employer, EMC Corp. Aaron had sued
EMC, claiming that EMC's refusal to allow him to exercise certain
stock options, offered as an incentive to its employees, was a breach
of contract.

We review a grant of summary judgment de novo .1 A district court
should grant summary judgment only when there are no genuine
issues of material fact in dispute, and the movant is entitled to judg-
ment as a matter of law.2

When Aaron was hired in 1991, he was granted incentive stock
options of 5,000 shares of EMC stock. Those options gave Aaron the
right to purchase 1,000 shares per year, once a year, for five succes-
sive years, starting in January 1992. In June 1993, EMC decided to
terminate Aaron. It asked him to remain with the company until his
replacement could be hired and trained. Aaron stayed with the com-
pany until October 29, 1993. Aaron claimed the right to exercise the
1,000 options that vested in January 1994. He argues on appeal, as he
did below, that language in EMC's Stock Option Plan permitted him
to exercise his incentive stock options for up to three months follow-
ing his termination.

The document granting Aaron incentive stock options stated that
they were subject to the provisions of EMC's 1985 Stock Option Plan
(the Plan). The Plan included the following provision regarding an
employee's termination:
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1 Mitchell v. Rice, 954 F.2d 187, 190 (4th Cir. 1992).

2 Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 247 (1986).

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          Termination of Employment. If the employment of a Par-
          ticipant terminates for any reason other than his death, all
          options held by the Participant shall thereupon expire on
          the date of the termination unless the option by its terms, or
          the Committee by resolution, shall allow the Participant to
          exercise any or all of the options held by him after termina-
          tion. In the case of an Incentive Stock Option, the Incentive
          Stock Option shall in any event expire at the end of three
          months after such termination of employment. . . .

(emphasis added).

Aaron contended that he had an unfettered right to exercise his
incentive options within three months of his termination. However,
the district court found no ambiguity in the Plan, and that the plain
language of the agreement indicated that upon termination of employ-
ment, the option expired, unless the option itself or the Committee
extended it. Because the district court found there was no evidence in
the record suggesting that the option or the Committee extended
Aaron's option beyond the date of his termination, it granted EMC's
motion for summary judgment.

Furthermore, the Plan included a provision that vested full author-
ity in the Committee to interpret the terms and conditions of the Plan.
Evidence presented by EMC included an affidavit of Brian
O'Connell, Vice-President of Human Resources for EMC. O'Connell
stated that "EMC consistently interprets [the Termination of Employ-
ment provision of the Plan] to require the expiration of all outstanding
stock options of a terminated employee at 12:00 midnight on the date
of his or her termination of employment from EMC." Aaron failed to
present any evidence suggesting that EMC had ever interpreted the
plan differently.

Having carefully reviewed the record, briefs and the contentions of
the parties at oral argument, we find no error in the decision of the
court below. Accordingly, the judgment below is affirmed.

AFFIRMED

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