In the

United States Court of Appeals

For the Seventh Circuit

Nos. 00-1851 & 00-1932

WILLIAM A. BOWLES,

Plaintiff-Appellee, Cross-Appellant,

v.

QUANTUM CHEMICAL COMPANY,

a division of QUANTUM CHEMICAL 

CORPORATION, a Hanson Company,

Defendant-Appellant, Cross-Appellee.

Appeals from the United States District Court

for the Northern District of Illinois, Eastern Division.

No. 95 C 2719--Rudy Lozano, Judge.

ARGUED FEBRUARY 27, 2001--DECIDED SEPTEMBER 11, 2001

 Before COFFEY, RIPPLE and EVANS, Circuit

Judges.

 RIPPLE, Circuit Judge. William Bowles

left his management position at Quantum

Chemical Company ("Quantum") after

Quantum was acquired by Hanson PLC ("Han

son"). Dr. Bowles sued Quantum to recover

severance benefits allegedly due to him

under Quantum’s severance protection plan

("the severance plan"). Following a bench

trial, the district court determined that

there was a diminution in Dr. Bowles’

authority, duties, responsibilities, and

status, which entitled Dr. Bowles to

benefits under the severance plan. The

court awarded Dr. Bowles $195,390, plus

attorneys’ fees and prejudgment interest.

Quantum appeals that award. Dr. Bowles

cross-appeals on the grounds that (1) he

also is entitled to a supplemental bonus

that the district court did not award him

and (2) the court’s award of attorneys’

fees was too low. For the reasons set

forth in the following opinion, we affirm

the district court’s award of severance

benefits as well as its denial of the

supplemental bonus. We vacate and remand

the issue of attorneys’ fees to the

district court for reconsideration. 

I

BACKGROUND
A. Facts

 Dr. Bowles, who holds a Ph.D. in

Chemistry, was employed by Quantum or one

of its predecessors from June 1976 until

the time he left his position on

September 30, 1994. At the time he

terminated his employment, Dr. Bowles was

serving as Quantum’s director of

polyolefins/1 research and technology

acquisition, which was a senior-level

management position. 

 At trial, Dr. Bowles testified as to the

nature of his job prior to September 30,

1993. According to Dr. Bowles, he was

responsible for planning, organizing, and

supervising the major polyolefins

research projects at Quantum.

Approximately 200 people reported to him,

roughly half of whom were degreed

professionals. Dr. Bowles reported

directly to Dr. Michael Baldwin, the vice

president of research and development,

who in turn reported directly to Dr.

Ronald Yocum, Quantum’s president. The

total corporate research budget was

approximately $44 million, and

approximately $29 million of that was

allocated to Dr. Bowles’ department. Dr.

Bowles had a particular interest in the Q

Technology project, the purpose of which

was to find ways of making Quantum less

dependent on its competitors’ technology.

He had spent anywhere between twenty and

fifty percent of his time on that project

since its inception in the early 1990s. 

 As a senior-level manager, Dr. Bowles

was eligible for certain bonuses and

benefits. Pursuant to its senior manager

performance plan ("the SMPP"), Quantum

gave annual incentive bonuses/2 to

certain employees if the company and the

employee met or exceeded business goals.

These bonuses were a certain percentage

of the employee’s base salary. Dr. Bowles

was slated to receive target bonuses in

1993 and 1994, and, although the

testimony on this point was conflicting,

it appears that those bonuses should have

been thirty percent of his base salary.

Although Quantum did not pay out target

bonuses in 1993, Dr. Bowles received a

target bonus of $37,551.60 in 1994. 

 Additionally, Dr. Bowles was eligible to

participate in Quantum’s incentive award

deferral plan ("the deferral plan"). The
deferral plan allowed Dr. Bowles to

invest all or part of the bonuses he

received in the company’s general fund.

The money earned interest at a favorable

rate, and Dr. Bowles did not have to pay

taxes on it until the funds were paid out

to him at a time he specified, presumably

during his retirement when he would be in

a lower tax bracket. The deferral plan

contained a provision that required the

company to pay out any and all funds in

the plan thirty days after a change in

control. This provision was designed to

ensure that employees who had invested in

the fund would not lose their money if

the corporation became insolvent

following a takeover. During the course

of his employment at Quantum, Dr. Bowles

invested approximately $191,000 in the

deferral plan. 

 In the early 1990s, Quantum began

experiencing serious financial

difficulties. Quantum’s senior management

actively sought out another entity that

could help Quantum get its financial

affairs back on track. At the same time,

the company revised its severance plan

"to protect certain key managers from the

effects of an actual or possible Change

in Control." R.149, Pl.’s Ex.1 at 1.

Under the revised severance plan, an

employee who suffered a "loss of his or

her employment within one year following

a Change in Control" was entitled to

receive severance benefits. Id. As is

relevant here, there were two

circumstances in which an employee could

initiate the termination of his

employment and still receive severance

benefits for having suffered a loss of

employment. First, an employee would

receive benefits if he resigned following

"a diminution of [his] authority, duties,

responsibilities or status" ("the

diminution trigger"). Id. at 3.

Alternatively, the employee would receive

severance benefits if he resigned

following the acquiring company’s 

failure to provide [him] with the

opportunity to participate, on terms no

less favorable than those existing

immediately prior to the Change in

Control, in any incentive bonus, savings,

pension or other employeebenefit plan of

Quantum in effect immediately prior to

the Change in Control (or plans and

benefits which are, in the aggregate, no

less favorable to [him] than those in
effect six months prior to the Change in

Control) [("the loss-of-benefits

trigger")].

Id. The occurrence of either trigger was

sufficient for an employee to receive

benefits under the severance plan. 

 An employee entitled to receive benefits

under the severance plan also was

entitled to receive an annual incentive

bonus award. The drafter of the severance

plan, C. William Carmean, testified by

deposition that the purpose of this bonus

provision was to ensure that an employee

who had earned a bonus prior to a change

in control still would be paid that bonus

following the change in control. The rel

evant provision of the severance plan

provides:

Each eligible employee who becomes

entitled to benefits under the Plan shall

be paid an annual incentive bonus award,

as described below, with respect to each

year or portion thereof during the period

beginning the first full year preceding a

Change in Control and ending on the date

such employee loses his or her

employment. The annual incentive bonus

award with respect to such year or

portion thereof shall be the greater of

(a) the amount of any such award actually

granted to such employee with respect to

such period, and (b) the amount of the

award, if any, that would have been

granted to such employee with respect to

such period under the Senior Manager

Performance Plan . . . as such plan was

in effect with respect to bonuses granted

for the full year preceding the Initial

Year (the "Prior Year") and based upon

such employee’s target bonus for the

Prior Year . . . .

Id. at 1-2. Lastly, the severance plan

provided that "Quantum shall also pay all

legal fees and expenses incurred by an

eligible employee as a result of such

employee’s seeking to obtain or enforce

any right or benefit" under the plan. Id.

at 4.

 On September 30, 1993, Quantum was

acquired by Hanson. This acquisition

constituted a change in control that

triggered Quantum’s obligation to pay

severance benefits, provided that the

employee also suffered a loss of

employment within the meaning of the
severance plan. Dr. Bowles testified at

trial that, in his opinion, Hanson’s

acquisition of Quantum significantly

diminished his authority, duties,

responsibilities, and status. Dr. Bowles

believed that the most significant change

in his job following the acquisition was

the termination of the Q Technology

project. According to Dr. Bowles, the

company’s decision to discontinue the Q

Technology project "[b]asically gutted

[his job]. It ripped the heart out of

it." R.169-I at 38. Dr. Bowles perceived

the termination of the project as an

indication that the company no longer was

going to pursue researching and

developing its own technology. Not only

did Dr. Bowles believe that this decision

signified a decline in the importance of

independent research to the company, he

thought it was detrimental to the

company’s future. 

 Dr. Bowles also explained that, in his

view, the restructuring inserted an extra

layer of management between himself and

the company president. Dr. Bowles’ direct

superior, Baldwin, who used to report

directly to President Yocum, now reported

to Gene Allspach, the vice president of

manufacturing and technology. According

to Dr. Bowles, this change in the

hierarchy detrimentally affected his own

position because Allspach, unlike

Baldwin, did not have a research

background. Consequently, Dr. Bowles had

to spend a significant amount of time

educating Allspach about research,

whereas that process was unnecessary when

Baldwin could go straight to Yocum on Dr.

Bowles’ behalf. 

 Dr. Bowles also described other

deleterious changes to his job, such as a

lower research budget, lower expenditure

authorizations for him and his

subordinates, and the loss of

approximately twenty people in his

department, five of whom were degreed

professionals who performed important

research functions within the department.

Four additional employees who were

responsible for process modeling were

transferred out of the research and

development department into the

engineering department. According to Dr.

Bowles, these four employees maintained

the computers his department needed for

data acquisition in addition to their

process-modeling work. As a result of
their transfer, Dr. Bowles’ department

was left without anyone who could

maintain its computers on an emergency

basis, which hindered the advancement of

the department’s research and data

acquisition.

 In addition to these changes to his

daily responsibilities, Dr. Bowles lost

the opportunity to participate in the

deferral plan, which he believed entitled

him to severance benefits under the lossof-benefits trigger. Pursuant to its

terms, the deferral plan had paid out its

funds, including those Dr. Bowles had

invested, approximately thirty days after

the change in control. Because the funds

were distributed, Dr. Bowles had to pay

taxes on them, and his tax liability was

approximately $70,000. Prior to the time

Dr. Bowles terminated his employment,

Quantum did not implement a substitute

program that allowed employees to shelter

their bonuses the way the deferral plan

had allowed them to do./3 Hanson did,

however, introduce new employee benefits

that previously were unavailable. For

instance, it increased the company’s

401(k) contributions, increased

employees’ travel and accident insurance,

and added new employee discounts on a

range of Hanson products. 

 An additional benefit Hanson implemented

following the change in control was a

supplemental bonus program that granted

certain employees bonuses over and above

the target bonuses they received under

the SMPP. According to Myra Perkinson,

Quantum’s vice president of human

resources and communications, Hanson

added the supplemental bonus plan to

"continue the momentum" of the company’s

success. R.169-II at 184. Dr. Bowles

earned a $28,163.70 bonus for 1994 under

this supplemental bonus plan;/4 however,

Dr. Bowles never was paid this

bonus.Perkinson explained that employees

had to be employed by the company at the

time of payout to receive the

supplemental bonus, and employees who

were eligible forseverance benefits could

not receive a supplemental bonus.

Nevertheless, Dr. Bowles believed that,

because the annual incentive bonus

provision of the severance plan was

designed to protect any bonus an employee

had earned, he was entitled to receive

his supplemental bonus under the plan. 
 Dr. Bowles informed Quantum’s management

that he was terminating his employment

and that he felt he was entitled to

severance benefits. Perkinson, who was

responsible for administering the

severance plan and determining whether

Dr. Bowles was entitled to severance

benefits, consulted Baldwin about the

scope of the changes to Dr. Bowles’ job

following the change in control.

Perkinson and Baldwin’s analysis of

whether Dr. Bowles’ job was diminished

appears to have employed the Hay

methodology, which Quantum used to

evaluate the size of its employees’ jobs.

That methodology determined the size of a

job by focusing on the "know how"

required to do the job, the problem

solving associated with the job, and the

job’s accountability. R.169-II at 158.

According to the trial testimony, the

most significant factor in rating

research positions under the Hay

methodology was the job’s know how, and

neither Perkinson nor Baldwin believed

that this element of Dr. Bowles’ job was

affected by Hanson’s acquisition of

Quantum. Thus, Perkinson, together with

Yocum and Quantum’s senior counsel,

concluded that Dr. Bowles’ authority,

duties, responsibilities, and status had

not been diminished following the change

in control.

 In addition, Quantum did not believe

that Dr. Bowles was denied the

opportunity to participate in an employee

benefit program under the loss-ofbenefits trigger simply because the

deferral plan had paid out its funds.

Quantum viewed the payout as the

fulfillment of the deferral plan rather

than as its termination. Quantum also

believed that, in the aggregate, the

benefits available to Dr. Bowles had

increased, which prevented the

application of the loss-of-benefits

trigger. For these reasons, Quantum

determined that Dr. Bowles was not

entitled to severance benefits. Dr.

Bowles then sued to enforce the terms of

the severance plan.

B. Earlier Proceedings

 After holding a bench trial, the

district court entered findings of fact

and conclusions of law. The court first

concluded that the severance plan was an

employee benefit plan covered by the
Employee Retirement Income Security Act

("ERISA"), 29 U.S.C. sec. 1001 et seq.,

because it required "ongoing, case-bycase administration by persons exercising

their judgment under standards not

capable of mechanical application." R.129

at 5. Then, the court found specifically

that Dr. Bowles’ authority, duties,

responsibilities, and status were

diminished within the year following the

change in control. The court referred to

the following facts as support for its

conclusion: (1) the budgets for the

research department in general and for

the polyolefins research group in

particular were reduced by seven-figure

amounts; (2) the Q Technology project,

which took up at least twenty percent of

Dr. Bowles’ time, was terminated; (3) Dr.

Bowles’ authority to approve expenditures

was reduced substantially, as was the

authority of the persons reporting to

him, which required Dr. Bowles to monitor

more closely the expenditures of others;

(4) an extra layer of management was

added between Dr. Bowles and Quantum’s

president; (5) several people who worked

for Dr. Bowles left the company and were

not replaced; and (6) Dr. Bowles’

supervisory position with respect to

process modeling was eliminated. 

 The district court recognized that there

was conflicting testimony regarding

whether Dr. Bowles’ authority, duties,

responsibilities, and status were

diminished; however, the court "found the

testimony of [Dr.] Bowles to be credible

because he knew the most about what

happened to his job after the change in

control and appeared candid." Id. at 3.

The court explained further that its

findings were based "on the totality of

the evidence and the credibility of the

witnesses." Id. Because the court

determined that Dr. Bowles’ authority,

duties, responsibilities, and status had

been diminished in the year following the

change in control, it held that Dr.

Bowles was entitled to severance benefits

under the diminution trigger. It

calculated the amount of the benefits

owed to Dr. Bowles as $195,390./5 

 Although the court’s finding that Dr.

Bowles was entitled to benefits under the

diminution trigger was sufficient to

support its award of severance benefits

to Dr. Bowles, the court went on to

address whether Dr. Bowles also was
entitled to benefits under the loss-ofbenefits trigger. In the district court’s

view, an employee was entitled to

benefits under the loss-of-benefits

trigger if he lost the opportunity to

participate in a benefit plan, unless the

benefits he retained were as favorable in

the aggregate as the benefits that were

available to him six months prior to the

change in control. The district court did

not believe that Dr. Bowles had

demonstrated that the benefits he

retained following the change in control

were less favorable in the aggregate than

those available to him six months prior

to the change in control. Thus, the court

held that Dr. Bowles was not entitled to

severance benefits under the loss-ofbenefits trigger. 

 The court then held that Dr. Bowles was

not entitled to a supplemental bonus. The

court found it persuasive that the only

bonus mentioned in the severance plan was

the annual incentive bonus award, which

the court did not believe could be read

to include the supplemental bonus. The

court noted that, although Dr. Bowles had

tried to show through extrinsic evidence

that the supplemental bonus was part of

the same program as the annual incentive

bonus award explicitly mentioned in the

severance plan, he had not met his burden

of proof on this issue. Consequently, the

court declined to award Dr. Bowles the

$28,163.70 supplemental bonus he had

earned in 1994.

 Lastly, in accordance with the

attorneys’ fee provision in the severance

plan, the court awarded Dr. Bowles his

attorneys’ fees. Dr. Bowles had signed a

contingent fee agreement with his

attorney, under which Dr. Bowles agreed

to pay his attorney one-third of

everything he was awarded. The district

court awarded Dr. Bowles $64,478.70

inattorneys’ fees, which is slightly less

than one-third of the amount of the

severance benefits it awarded him. The

court also awarded Dr. Bowles prejudgment

interest in the amount of $51,363.88.

II

DISCUSSION

 Quantum appeals the district court’s

award of severance benefits, attorneys’

fees, and prejudgment interest to Dr.
Bowles. Dr. Bowles cross-appeals the

district court’s determination that he

was not entitled to a supplemental bonus;

he also argues that he was entitled to

receive one-third of the amount of the

prejudgment interest award as additional

attorneys’ fees. 

 Following a bench trial, we review de

novo a district court’s conclusions of

law. See NRC Corp. v. Amoco Oil Co., 205

F.3d 1007, 1011 (7th Cir. 2000). However,

we afford great deference to the trial

court’s findings of fact, and we shall

reverse only if those findings are

clearly erroneous. See id. A finding is

clearly erroneous when the reviewing

court "’is left with a definite and firm

conviction that a mistake has been committed.’"

Central States, Southeast & Southwest

Areas Pension Fund v. Kroger Co., 226

F.3d 903, 910 (7th Cir. 2000) (quoting

United States v. U.S. Gypsum Co., 333

U.S. 364, 395 (1948)), cert. denied, 121

S. Ct. 1644 (2001). "If the district

court’s account of the facts is plausible

in light of the record viewed in its

entirety, we may not reverse that

decision even if we may have decided the

case differently." Id. "Furthermore, any

reasonable doubts we may harbor should be

resolved in favor of the district court’s

ruling ’in light of its greater immersion

in the case.’" Id. (quoting Cook v. City

of Chicago, 192 F.3d 693, 697 (7th Cir.

1999)). With these standards in mind, we

turn to the merits of the parties’

claims.

A. Applicability of ERISA

 The parties dispute whether the

severance plan is covered by ERISA.

Quantum argues that ERISA applies because

the terms of the severance plan require

Quantum to maintain an ongoing

administrative scheme. Dr. Bowles, on the

other hand, argues that ERISA does not

apply because the application of the

severance plan does not require the

exercise of discretion; instead, the

severance plan provides for a one-time,

lump sum payment upon the occurrence of a

specified event./6 The district court

accepted Quantum’s argument and applied

ERISA. We agree with the district court’s

conclusion.

 ERISA will preempt a state law breach of

contract claim if the claim requires the
court to interpret or to apply the terms

of an employee benefit plan. See Collins

v. Ralston Purina Co., 147 F.3d 592, 595

(7th Cir. 1998). An employee benefit plan

can include severance payments. See 29

U.S.C. sec. 1002(1)(B); Fort Halifax

Packing Co. v. Coyne, 482 U.S. 1, 7 n.5

(1987). The decisive inquiry in

determining whether a severance plan

falls within ERISA’s coverage is whether

the plan requires an ongoing

administrative program to meet the

employer’s obligation. See Fort Halifax,

482 U.S. at 11-12; Collins, 147 F.3d at

595-96. ERISA applies when a severance

plan potentially places "periodic demands

on [an employer’s] assets that create a

need for financial coordination and

control." Fort Halifax, 482 U.S. at 12;

see also Collins, 147 F.3d at 596. In

contrast, "[t]he requirement of a onetime, lump-sum payment triggered by a

single event requires no administrative

scheme whatsoever to meet the employer’s

obligation," and ERISA therefore does not

apply. Fort Halifax, 482 U.S. at 12. 

 We previously considered a severance

plan very similar to the plan involved in

this case and concluded that ERISA ought

to apply. See Collins, 147 F.3d at 595-

97. In Collins, we found it persuasive

that the employer "could not satisfy its

obligation by cutting a single check and

making a single set of payments to all of

its managers [covered by the plan] at

once." Id. at 595 (emphasis and internal

quotation marks omitted). Instead, the

employer was faced with a one-year period

in which it had to budget for the

prospect "of multiple payments to various

managers, at different times and under

different circumstances." Id. at 595-96

(emphasis omitted). Additionally, the

plan required the employer to consider

each manager’s job responsibilities

individually to determine whether those

responsibilities had been reduced

substantially. See id. at 596. We

concluded that, because the plan required

the employer to make "nonclerical

judgment calls" on multiple occasions, an

ongoing administrative scheme existed

that brought the plan within ERISA’s cov

erage. Id. at 597 (internal quotation

marks omitted).

 We do not believe that Quantum’s

severance plan is materially different

than the plan we considered in Collins.
Although the record does not reveal the

exact number of Quantum employees covered

by the severance plan, it is clear that

others in addition to Dr. Bowles were

covered. The covered employees had a oneyear period in which they could make a

demand for severance benefits, which

required Quantum to budget for the

possibility of making multiple payments

throughout the course of that year.

Perkinson also testified that, if Quantum

believed that its obligation to pay

severance benefits to a particular

employee had been triggered within the

year following the change in control,

Quantum would notify that employee of his

right to claim benefits. Thus, Quantum

also had to develop a mechanism for

monitoring the conditions of its

employees’ employment throughout the oneyear eligibility period. 

 Additionally, Perkinson’s testimony

regarding the manner in which she

administered the severance plan with

respect to Dr. Bowles demonstrates that

the severance plan was not capable of a

mechanical application, but required the

exercise of discretion. Once Dr. Bowles

made his demand for severance pay,

Perkinson did far more than simply

calculate the amount of benefits to which

Dr. Bowles was entitled and issue him a

check. See Fort Halifax, 482 U.S. at 12

("To do little more than write a check

hardly constitutes the operation of a

benefit plan."). Instead, she consulted

with Baldwin regarding the changes in Dr.

Bowles’ employment following the change

in control and made a "nonclerical

judgment call" as to whether those

changes diminished Dr. Bowles’ authority,

duties, responsibilities, or status.

Collins, 147 F.3d at 597. Moreover,

Perkinson would have had to undergo a

similar process for each employee subject

to the severance plan who demanded sever

ance pay under the diminution trigger.

This individualized investigation and

assessment demonstrates that Quantum

could not fulfill its obligations under

the severance plan through a single,

mechanical, nondiscretionary application

of the plan’s terms. See Bogue v. Ampex

Corp., 976 F.2d 1319, 1323 (9th Cir.

1992) (holding that ERISA applied when

the employer could not carry out its

obligations under a severance benefit

plan with an "unthinking, one-time,

nondiscretionary application" of the
plan’s terms).

 We agree with the First Circuit that the

sort of discretion that brings a

severance plan within ERISA’s coverage is

a matter of degree, the assessment of

which often requires the court to draw

fine lines. See Simas v. Quaker Fabric

Corp. of Fall River, 6 F.3d 849, 854 (1st

Cir. 1993). We believe our decision that

Quantum’s severance plan falls on the

ERISA side of the line is supported not

only by our own precedent, see Collins,

147 F.3d at 595-97, but by the precedent

of other circuits that have considered

similar plans./7 Moreover, we believe

this case easily is distinguishable from

those cases that have fallen on the nonERISA side of the line. This case is not

one in which the administrator was

required simply to make an arithmetical

computation. See, e.g., Young v. Wash.

Gas Light Co., 206 F.3d 1200, 1203-04

(D.C. Cir. 2000) (holding that ERISA did

not apply to a severance plan when "the

determinations of eligibility and the

amount of the benefits to be paid were

purely mechanical" and were triggered

solely by the employee’s decision to

retire pursuant to the terms of the plan,

which left the employer with nothing to

do but "calculate the amount of the

separation payment" pursuant to a set

formula); Kulinski v. Medtronic BioMedicus, Inc., 21 F.3d 254, 258 (8th Cir.

1994) (holding that ERISA did not apply

to a severance plan because "once a

hostile takeover occurred and [the

employee] resigned his employment for

what he regarded as a good reason, there

was nothing for the company to decide, no

discretion for it to exercise, and

nothing for it to do but write a check").

Nor is this a case in which the amount of

discretion exercised is insignificant.

See Velarde v. Pace Membership Warehouse,

Inc., 105 F.3d 1313, 1317 (9th Cir. 1997)

(holding that the "minimal quantum of

discretion" needed to determine whether

an employee had been terminated for cause

was insufficient to implicate ERISA);/8

see also Young, 206 F.3d at 1204 (holding

that the one discretionary act of

selecting an employee’s separation date

was insufficient to implicate ERISA). In

light of these considerations, it seems

clear to us that the severance plan at

issue here falls within ERISA’s coverage.

 Because we have determined that
Quantum’s severance plan is governed by

ERISA, we shall construe the plan in

accordance with the federal common law

under ERISA and shall apply general rules

of contract interpretation. See Grun v.

Pneumo Abex Corp., 163 F.3d 411, 419 (7th

Cir. 1998), cert. denied, 526 U.S. 1087

(1999). We note that federal courts "must

interpret the express terms of a plan ’in

an ordinary and popular sense as would a

person of average intelligence and

experience. . . .’" Id. (quoting Pitcher

v. Principal Mut. Life Ins. Co., 93 F.3d

407, 411 (7th Cir. 1996)).

B. The Diminution Trigger

 We must first consider whether the

district court erred in awarding Dr.

Bowles severance benefits under the

diminution trigger. Quantum argues that,

as a matter of law, it is inherent in the

diminution trigger that trivial changes

in an employee’s job do not obligate

Quantum to pay severance benefits.

Quantum believes that the severance plan

makes little practical sense without such

a qualification. Dr. Bowles, on the other

hand, argues that the severance plan

itself does not quantify or qualify the

degree of diminution necessary to trigger

an award of benefits. Alternatively, Dr.

Bowles argues that the district court

found that the changes in his job were

significant.

 Even if we accept Quantum’s suggestion

that trivial changes in an employee’s job

are insufficient to trigger an award of

benefits, we agree with Dr. Bowles that

the district court considered the

diminution in his authority, duties,

responsibilities, and status to be

significant. Although the district court

stated in its opinion that "the severance

plan does not contain any express

language to qualify or quantify the

degree of diminution required to

establish the trigger," R.129 at 6, the

language the court used in discussing the

changes in Dr. Bowles’ job belies

Quantum’s assertion that the court

thought these changes were trivial. In

particular, the court found that (1) Dr.

Bowles’ budget was reduced by "sevenfigure amounts;" (2) the Q Technology

project, "a major research initiative

that [Dr.] Bowles was instrumental in,"

was terminated; (3) Dr. Bowles’ authority

to approve expenditures "was reduced
substantially;" and (4) Dr. Bowles’

"supervisory position with respect to

process modeling was eliminated." Id. at

2-3 (emphasis added). These emphasized

words indicate to us that the district

court considered the degree to which the

changes affected Dr. Bowles’ position and

believed that those changes had a

meaningful impact. Moreover, the court

also found that (1) the expenditure

authority of employees below Dr. Bowles

was reduced, which required Dr. Bowles to

monitor their spending more closely; (2)

an extra layer of management was added

between Dr. Bowles and President Yocum;

and (3) employees who worked for Dr.

Bowles left and were not replaced. Our

review of the record and the trial

testimony reveals that there is

evidentiary support for each of the

court’s factual findings. Thus, we are

unable to conclude that any of these

determinations are clearly erroneous. 

 Quantum offers numerous reasons why the

changes we have just detailed were not

true diminutions in Dr. Bowles’ job. We

are unpersuaded by these explanations.

The district court specifically found

that the changes were diminutions. It has

been clear throughout this litigation

that Quantum, and those of its employees

responsible for administering the

severance plan, disagreed with Dr.

Bowles’ perception of the impact these

changes had on his job. However, the

district court stated explicitly that it

found Dr. Bowles’ testimony credible--

more credible than that of the severance

plan’s administrators--and we are not in

a position to ignore or second-guess that

finding. See United States v. Childs, 256

F.3d 559, 562 (7th Cir. 2001) ("If, in

making factual determinations, the

district court deems the testimony of one

witness more credible than that of

another witness and that testimony is

supported by the record, there can be no

clear error."). As a result, Quantum’s

attempt to explain away the district

court’s findings cannot succeed.

 It is clear to us that the district

court believed that the changes in Dr.

Bowles’ authority, duties,

responsibilities, and status were

meaningful diminutions. Because we find

no clear error in the district court’s

findings, we uphold its award of

severance benefits to Dr. Bowles under
the diminution trigger./9

C. The Supplemental Bonus

 Dr. Bowles argues that his damages award

should have included an additional

$28,163.70 that he earned under Hanson’s

supplemental bonus program. An employee

eligible for benefits under Quantum’s

severance plan also would receive an

annual incentive bonus award, the amount

of which was determined by the amount of

the target bonus that the employee

received under the SMPP. Dr. Bowles

admits that he received his target bonus

under the SMPP for 1994. However, he

believes that he also was entitled to

receive the supplemental bonus he earned

in 1994 because his ability to earn that

bonus was dependent upon his

participation in the SMPP. Dr. Bowles

also relies on the deposition testimony

of Carmean, the severance plan’s drafter,

to support his argument. Specifically,

Dr. Bowles contends that Carmean

testified that the provision of the

severance plan at issue here was designed

to protect any bonus the employee earned

prior to the change in control. Quantum

responds to Dr. Bowles’ argument by

pointing out that the severance plan only

mentions the annual incentive bonus

award, not the supplemental bonus.

 "[A]s a general rule, an unambiguous

contract should be construed without

reference to extrinsic evidence . . . ."

Grun, 163 F.3d at 420. "[I]f the language

of the contract provides an answer, then

the inquiry is over; parol evidence is

neither necessary nor admissible." Id.

The district court concluded that, as a

matter of law, "the proper interpretation

of the severance plan is that it does not

provide for payment of a supplemental

bonus." R.129 at 2-3. We agree with the

district court’s conclusion. The

operative documents do not suggest a

connection between the supplemental bonus

and the annual incentive bonus award

provided in the severance plan. The bonus

available under the severance plan is

defined in terms of the target bonus

available under the SMPP; the severance

plan makes no mention of the supplemental

bonus. Dr. Bowles correctly asserts that

he was only eligible for the supplemental

bonus because he was a participant in the

SMPP; however, the fact that eligibility

for both the target bonus and the supple
mental bonus was defined by reference to

the SMPP does not, in itself, establish

that the two bonuses were part of the

same overall bonus program. Without such

a connection between the two bonuses, we

are unable to conclude as a matter of law

that Dr. Bowles is entitled to the

supplemental bonus under the severance

plan.

 Even if we were to find ambiguity in

this provision of the severance plan and

therefore looked to extrinsic evidence to

determine its meaning, we would have to

conclude that Dr. Bowles did not meet his

burden of proving that the supplemental

bonus was part of the annual incentive

bonus award. Every indication in the

record is that the two programs were

entirely separate. The supplemental bonus

program did not exist at the time the

severance plan was drafted. Instead,

Hanson implemented the supplemental

bonuses after it had acquired Quantum.

The literature describing the target

bonuses available under the SMPP does not

mention supplemental bonuses. Moreover,

it appears that employees only could

receive a supplemental bonus after they

had earned all of the bonus money that

was available under the SMPP. In

addition, the target and supplemental

bonuses are itemized and labeled

separately on Dr. Bowles’ bonus summary

for 1994. Indeed, the only evidence Dr.

Bowles can offer to connect the two bonus

programs is Carmean’s testimony that the

severance plan was designed to protect a

bonus that the employee earned prior to

the change in control. However, that

testimony is not directly supportive of

Dr. Bowles’ argument because, when

Carmean made the statement, he was

referring specifically to the target

bonus program as discussed in the

provision of the severance plan

concerning the annual incentive bonus

award. As we already have indicated, that

provision of the severance plan makes no

mention of the supplemental bonus.

 In sum, we do not believe that Dr.

Bowles has demonstrated that the

provision of the severance plan that

grants eligible employees an annual

incentive bonus award encompasses the

supplemental bonus. Therefore, the

district court did not err in refusing to

include the supplemental bonus in its

calculation of Dr. Bowles’ damages. 
 

D. Attorneys’ Fees

 Dr. Bowles signed a contingent fee

agreement with his attorney that granted

his attorney one-third of the total

amount Dr. Bowles recovered, including

the prejudgment interest. In light of

this agreement, Dr. Bowles argues that

the district court’s award of attorneys’

fees should be increased by one-third the

amount of the prejudgment interest award.

Quantum responds that an award of

attorneys’ fees is within the discretion

of the district court, and the district

court did not abuse its discretion here.

 When an ERISA plaintiff seeks an award

of attorneys’ fees pursuant to ERISA’s

fee shifting provision, 29 U.S.C. sec.

1132(g)(1), we review the district

court’s award for an abuse of discretion.

See Bowerman v. Wal-Mart Stores, Inc.,

226 F.3d 574, 592 (7th Cir. 2000).

However, it appears that Dr. Bowles’

request for attorneys’ fees is

contractual, not statutory. The severance

plan specifically provides that 

Quantum shall also pay all legal fees and

expenses incurred by an eligible employee

as a result of such employee’s seeking to

obtain or enforce any right or benefit

under [the] Plan, unless a court or

arbitrator finds such employee’s

challenge was without merit . . . .

R.149, Pl.’s Ex.1 at 4 (emphasis added).

Given that we have determined that Dr.

Bowles is entitled to severance benefits,

we cannot say that his claim was without

merit. Thus, the plain language of the

severance plan entitles him to his

attorneys’ fees, and the amount of those

fees is a matter of contract

interpretation, not a matter of

discretion. See Chojnacki v. GeorgiaPacific Corp., 108 F.3d 810, 814 & 818

(7th Cir. 1997) (evaluating whether the

plaintiff was entitled to attorneys’ fees

under the provision of his severance

agreement that granted him "all

reasonable legal fees and expenses

actually incurred," without considering

the requirements for an award of

statutory fees under ERISA).

 That interpretation appears to us to be

straightforward. The severance plan
grants Dr. Bowles all his fees and

expenses. Here, Dr. Bowles’ attorneys’

fees will include one-third of the amount

of the prejudgment interest award;

therefore, Quantum is contractually

obligated to pay him that amount as part

of his attorneys’ fees. Because the

district court did not include this

additional amount as part of Dr. Bowles’

fee award, we vacate the attorneys’ fee

award and remand this issue to the

district court to allow it to modify its

judgment.

Conclusion

 Dr. Bowles is entitled to recover

severance benefits because he suffered a

diminution of his authority, duties,

responsibility, and status within the

meaning of Quantum’s severance plan. He

is not entitled to recover a supplemental

bonus. Additionally, the district court’s

award of attorneys’ fees should have

included one-third of the amount of

prejudgment interest awarded to Dr.

Bowles. This case is remanded to the

district court for further proceedings

consistent with this opinion.

AFFIRMED in part, VACATED in part,

and REMANDED

FOOTNOTES

/1 Polyolefins are low-cost plastics that are used

primarily in disposable items, such as garbage

bags.

/2 From our review of the record, it appears that

the parties also have referred to these bonuses

as "target bonuses." As we shall discuss later,

the severance plan gives employees eligible for

severance benefits an annual incentive bonus

award. Although we believe that the annual incentive bonus award available under the severance

plan is related to the annual incentive bonus

award available under the SMPP, for the purpose

of clarity we shall refer to the bonuses under

the severance plan as annual incentive bonus

awards and, as the parties have done, we shall

refer to the bonuses under the SMPP as target

bonuses.

/3 The trial testimony indicated that Hanson may

have implemented a deferral plan that was more

favorable than the original after Dr. Bowles had

terminated his employment.

/4 This bonus appears to have covered the fiscal
year that ran from October 1, 1993, to September

30, 1994.

/5 The severance plan provided the following formula

for computing an employee’s severance benefits:

The amount of the employee’s 1993 salary plus his

1993 target bonus, divided by 52, and multiplied

by 65.

/6 Dr. Bowles has given us no indication of what law

he thinks ought to apply instead of ERISA. However, it does not appear that the application of

state law principles would alter the result

reached in this case.

/7 See, e.g., Emmenegger v. Bull Moose Tube Co., 197

F.3d 929, 935 (8th Cir. 1999) (holding that a

severance benefits plan was governed by ERISA

when eligible employees might be terminated

singly or in groups of indeterminate size, terminations could take place at any time, and benefits were to be paid only to those employees who

were not terminated for disciplinary reasons and

who gave excellent service to the company);

Schonholz v. Long Island Jewish Med. Ctr., 87

F.3d 72, 76 (2d Cir. 1996) (holding that a

severance benefits plan was subject to ERISA when

it required the employer to determine whether the

employee (1) had been terminated involuntarily,

(2) had been terminated for either illegal conduct or substantially deficient performance, (3)

was making a reasonable effort to obtain other

employment, and (4) had obtained new employment

that was commensurate with his former position);

Bogue v. Ampex Corp., 976 F.2d 1319, 1323 (9th

Cir. 1992) (holding that, even though the employer’s obligation to pay severance benefits was

triggered by the one-time event of a change in

control, the severance plan was covered by ERISA

because it required the employer to assess each

employee’s eligibility individually and at different times to determine whether the employee

had been offered a "substantially equivalent"

job).

/8 But see Tischmann v. ITT/Sheraton Corp., 145 F.3d

561, 567 (2d Cir. 1998) (holding that a severance

plan’s requirement that the employer determine

whether the employee had been terminated for

cause was a factor that suggested that ERISA

ought to apply); Simas v. Quaker Fabric Corp. of

Fall River, 6 F.3d 849, 853 (1st Cir. 1993) ("The

’for cause’ determination, in particular, is

likely to provoke controversy and call for judgments on information well beyond the employee’s

date of hiring and termination," which could

implicate ERISA).

/9 Because we have determined that Dr. Bowles is

entitled to severance benefits under the diminu-
tion trigger, it is unnecessary for us also to

consider whether he is entitled to benefits under

the loss-of-benefits trigger.