Court Imposes "Harsh And Oppressive" Standard In Refusing To Enforce Stock Plan

In a recent decision, Battiston v Microsoft Canada Inc.¹, the Ontario Superior Court refused to enforce termination provisions, similar to those commonly found in stock award agreements, which provided that an employee lost their right to unvested awards upon termination of employment. The court found that the termination provisions were unenforceable despite being unambiguous because they were “harsh and oppressive” and the employer ought to have brought them to the employee's attention.

Facts

The employee, Mr. Battiston, joined Microsoft Canada in December 1995 as a Senior Consultant. He was promoted a number of times over the years, but in 2018 was terminated without cause.