February 4, 1993  UNITED STATES COURT OF APPEALS

                      FOR THE FIRST CIRCUIT

                                           

No. 92-1947

                        DONATO F. PIZZUTI,

                      Plaintiff, Appellant,

                                v.

                      POLAROID CORPORATION,

                       Defendant, Appellee.

                                           

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF MASSACHUSETTS

         [Hon. Edward F. Harrington, U.S. District Judge]
                                                        

                                           

                              Before

                    Torruella, Circuit Judge,
                                            

                  Bownes, Senior Circuit Judge,
                                              

                    and Stahl, Circuit Judge.
                                            

                                           

     Joseph J. Brodigan, with whom  William D. Gardiner, James M.
                                                                 
Langan,  and  Langan,  Dempsey  &amp;  Brodigan, were  on  brief  for
                                           
appellant.
     Francis  H.  Fox, with  whom  Scott  C. Moriearty,  Marianne
                                                                 
Meacham and Bingham, Dana &amp; Gould, were on brief for appellee.
                                 

                                           

                                           

          TORRUELLA, Circuit Judge.  This appeal arises out of  a
                                  

summary  judgment  granted  on  behalf  of  Polaroid  Corporation

("Polaroid") dismissing a breach of contract action brought  by a

former employee, Donato F. Pizzuti ("Pizzuti").1  We affirm.

          The crux of the  lawsuit concerns the interpretation of

Polaroid's Profit Sharing Retirement Plan (the "Retirement Plan")

as well  as that  company's Employee Incentive  Compensation Plan

(the  "Bonus Plan")  with  respect to  Pizzuti's contention  that

Polaroid's employer  contributions from  April, 1976  to January,

1986 were undersubscribed.  Pizzuti based this contention on  the

winning and eventual settlement of  a patent infringement suit by

Polaroid against  Eastman Kodak  Co. ("Kodak") pursuant  to which

Kodak  paid approximately  $925  million in  cash and  short-term

securities  to  Polaroid  for infringements  occurring  from 1976

through 1986.  Pizzuti  contends that those payments require  the

restatement of Polaroid's profits for those years and in turn the

payment  of the additional  benefits and bonuses  that would have

been received from these additional receipts.

          Although  Pizzuti objects  to  the granting  of summary

judgment,  we  believe otherwise.   This  is  a classic  case for

summary  judgment:    no  material  facts  are  in   dispute  and

disposition is dependent  only on the legal interpretation of the

Retirement  and   Bonus Plans.   See  Fed. R.  Civ.  P. 56.   The
                                    

standard of review of  the district court's decision is  de novo,
                                                                

                    

1    Although  originally  brought  as  a  class  action  in  the
Massachusetts  Superior Court,  it  was never  certified as  such
either by the  state court or by the district  court after it was
removed to the federal court.

as only issues of  law are involved.  ITT Corp. v. LTX Corp., 926
                                                            

F.2d 1258, 1261 (1st Cir. 1991).

          The Retirement  Plan is a contribution  plan as defined

in   3(34) of the Employee Retirement Income Security Act of 1974

("ERISA"),  as amended, 29 U.S.C.   1002(34), and is thus subject

to construction pursuant to federal common law.  Firestone Tire &amp;
                                                                 

Rubber  Co. v.  Bruch, 489 U.S.  101, 110 (1989).   In construing
                     

ERISA-governed plans,  we apply "common-sense canons  of contract

interpretation."   Wickman  v. Northwestern  Nat'l Ins.  Co., 908
                                                            

F.2d 1077, 1084 (1st Cir.) (quoting Burnham v. Guardian Life Ins.
                                                                 

Co., 873 F.2d 486, 489 (1st Cir. 1989)), cert. denied, 111 S. Ct.
                                                     

581 (1990).  Although the Bonus Plan is governed by Massachusetts

law,  the standard  of interpretation  is similar,  requiring the

court  to  give  nonambiguous  terms  their  usual  and  ordinary

meaning.   Ober v. National  Casualty Co., 318  Mass. 27, 30,  60
                                         

N.E.2d 90, 91 (1945).

          A reading of the  Plan leads us to the  same conclusion

reached by the  district court:   "[n]othing in  the language  of

either plan requires Polaroid to revisit a  previously-determined

net profit and recalculate that figure based upon gains or losses

resulting  from subsequent  litigation,  or  any  other  source."

Pizzuti  v. Polaroid  Corp., No.  91-13018-H, slip  op. at  2 (D.
                           

Mass.  July  9,  1992).    Section 3.01  of the  Retirement  Plan

provides:

            [T]he term "net profit" for any Plan Year
            shall  mean the  total on  a consolidated
            basis  of the  net earnings  of [Polaroid
            and  its  subsidiaries]  for   such  year

                               -3-

            (excluding gains from the  sale, exchange
            or  other  disposition   of  capital   or
            depreciable  assets  not in  the ordinary
            course  of  business),  as   computed  by
            [Polaroid's]  accountants  in  accordance
                                                     
            with standard accounting practices .  . .
                                              
            [Polaroid's]  determination  of such  net
            profits  shall  be  conclusive   for  all
                                                     
            purposes under the Plan.
                                   

(Emphasis added.).

          The  undisputed  evidence  demonstrates  that  standard

accounting   practices  require  that   litigation  judgments  or

settlements  may  only  be  recognized  as  income  in  the  year

received.   This fact is reinforced by  Polaroid's recognition of

the  entire  $925  million  settlement  amount  as  1991  income,

notwithstanding  that Polaroid  undoubtedly would  have benefited

under  the  tax code  had it  been  allowed to  redistribute this

settlement as proposed by Pizzuti.

          Section  3.01  of  the  Bonus Plan  also  provides  for

calculation of "net profits" on an annual basis "by the Company's

accountants  in accordance  with standard  accounting practices,"

and also states  that "[t]he Company's determination  of such net

profit shall be conclusive for all purposes under the Plan."

          There is nothing ambiguous in the indicated language of

the Plans.   See ITT Corp.  v. LTX Corp., supra  at 1261 (whether
                                               

contract term is ambiguous is question of law for the court).  It

requires  that net profits be determined annually, on the year in

which   the  income   is   received,  and   that  the   Company's

determination in this  respect is decisive  and final as  regards

the Plans.  There is nothing more to be said.

                               -4-

          The judgment of the district court is affirmed.   Costs
                                                        

to appellee.

                               -5-
