In the

United States Court of Appeals

For the Seventh Circuit

Nos. 13-1502 & 13-1503

DAVID LAWSON,

Plaintiff-Appellee/

Cross-Appellant,

v.

SUN MICROSYSTEMS, INC.,

Defendant-Appellant/

Cross-Appellee.

Appeals from the United States District Court 

for the Southern District of Indiana, Indianapolis Division.

No. 1:07-cv-00196-RLY-MJD — Richard L. Young, Chief Judge. 

ARGUED JANUARY 9, 2014 — DECIDED JUNE 30, 2015

Before MANION and SYKES, Circuit Judges, and GRIESBACH,

District Judge.

*

*

 Of the Eastern District of Wisconsin, sitting by designation.
2 Nos. 13-1502 & 13-1503

SYKES, Circuit Judge. David Lawson sold computer maintenance and support services for StorageTek, Inc., mostly to large

corporations. He was paid a base salary and commissions on

his sales under an annual incentive plan promulgated by the

company. Sun Microsystems, Inc., acquired StorageTek in

August 2005. At the time Lawson was working on a large sale

to JPMorgan Chase & Co., but the deal did not close until

March 2006. If StorageTek’s 2005 incentive plan applied,

Lawson would earn a seven-figure commission, perhaps as

high as $1.8 million. If instead the sale fell under Sun’s 2006

incentive plan, his commission would be far less—about

$54,000. Sun determined that the 2006 plan applied and

tendered the lower commission. Lawson refused it and sued

for breach of contract and violation of Indiana’s Wage Claim

Statute. He argued that the 2005 plan continued in effect

through at least March 2006, when the JPMorgan Chase deal

was finalized.

The district court rejected the statutory wage claim but

submitted the contract claim to a jury, which found in favor of

Lawson and awarded $1.5 million in damages. Sun appealed,

and Lawson cross-appealed to challenge the district court’s

ruling on the statutory claim.

We reverse and remand with instructions to enterjudgment

for Sun. The sale did not qualify for a commission under the

terms of the 2005 plan. Although the original plan documents

said the plan would remain in effect until superseded by a new

one, a September 2005 amendment set a definite termination

date for the plan year: December 25, 2005. To earn a commission under the 2005 plan, sales had to be final and invoiced by
Nos. 13-1502 & 13-1503 3

that date. Because Lawson’s sale wasn’t finalized and invoiced

until March 2006, Sun is entitled to judgment as a matter of

law. This conclusion necessarily defeats the cross-appeal.

I. Background

The parties’ briefs are laden with inscrutable acronyms and

sales jargon specific to StorageTek and Sun. We will simplify

where possible, but some peculiar terms are unavoidable.

StorageTek was a technology company specializing in data

storage. The company sold hardware and software used to

back up and recover data stored on centralized servers. It also

provided maintenance and support services for its products

and similar products sold by third parties. Many of its customers were large corporations.

Lawson worked for StorageTek as a Services Sales Executive II. In that position he sold computer maintenance and

support contracts to customers in a defined territory. At the

time in question, he was paid a base salary of $75,000 plus

commissions on his sales.

A. StorageTek’s Incentive Plan

Every year StorageTek issued three documents thatdefined

Lawson’s compensation for that year. The first, called a “Sales

Executive Incentive Plan,” explained the compensation plan’s

generalterms and conditions, including the terms under which

sales would qualify for commissions. The second document,

the “Incentive Plan Administration Document” or “IPAD,”
4 Nos. 13-1502 & 13-1503

explained how commissions would be calculated and also

contained additional terms and conditions applicable to

StorageTek’s North America sales territory. Finally,the “Quota

Document” detailed Lawson’s individualized sales goals and

expected commissions.

The first of these documents incorporated the other two by

reference, so together the three documents constituted

Lawson’s entire compensation agreement. The documents

specified that Lawson’s employment was at will. We’ll refer to

the plan documents collectively as the “incentive plan” (orjust

the “plan”) unless the context requires otherwise.

As a general matter, StorageTek’s incentive plan imposed

three basic requirements for a sale to qualify for a commission:

(1) the sale must be for “Enterprise Support Services” or

“Remote Managed Services”; (2) the contract must meet

StorageTek’s revenue recognition standards; and (3) the sale

must be final and the customer invoiced for the transaction.

The sale at issue here initially pertained to Enterprise Support

Services, a term with its own technical meaning. With some

exceptions, these were contracts to support third-party (not

StorageTek’s) software and equipment.

This litigation concerns the 2005 incentive plan. To receive

commission credit for new business under the terms of that

plan, a new contract had to be executed and invoiced during

StorageTek’s 2005 fiscal year, which was calendar year 2005.

The plan also awarded commissions for contracts executed

before calendar 2005 but invoiced on “January 1, or later in

2005.”
Nos. 13-1502 & 13-1503 5

Renewal business was treated differently under the plan.

StorageTek did not compensate renewed contracts as generously as new contracts. The company parceled out its existing

service contracts between its sales executives by territory. Sales

executives could claim commissions for renewals of the

contracts assigned to them in their annual incentive plans.

If a sales executive thought a certain sale deserved special

treatment, the executive could file a written request with the

company’s North America Incentive Plan Committee, with

copies to local management. The committee would review the

request and notify the sales executive of its decision.

StorageTek’s 2005 incentive plan closed with this section,

the meaning of which is central to this case:

This Plan is effective as of January 1, 2005, regardless of the specific date of publication or

distribution, and supersedes all prior Plans,

provisions, precedents, compensation arrangements, memoranda and incentive programs. It

will remain in effect until a subsequent plan, or

amendment to the Plan, becomes effective. All sales

eligible for quota credit under this Plan, or any

amendment, by the end of the fiscal year 2005

will be payable underthis Plan. Sales not eligible

will be payable under the Plan in effect at the

time quota credit is earned. Incentives are not

earned and are not wages until all requirements

under this Plan, the Quota Document, the IPAD [the

Administrative Document] and any amendments to
6 Nos. 13-1502 & 13-1503

these documents have been met as determined solely

by the Plan Administrator.

(Emphases added.)

B. Pursuit of JPMorgan Chase; the Sun Acquisition

Lawson started pursuing JPMorgan Chase as a customerin

2004, and by 2005 he was dedicating a significant amount of

time to closing a deal. In June 2005 JPMorgan Chase solicited

a bid from StorageTek for computer maintenance services.

Although the parties had a preexisting contractualrelationship

to service StorageTek products, the June 2005 Request for

Proposal involved computer maintenance services for

non-StorageTek products, so this was new business unrelated

to the prior contract. In other words, in StorageTek’s sales

taxonomy, JPMorgan Chase’s Request for Proposal sought

“Enterprise Support Services.” Lawson spearheaded

StorageTek’s response.

Importantly, however, a large percentage of the new

services contained within the Request for Proposal involved

servicing Sun’s products. Prior to Sun’s acquisition of

StorageTek in August 2005, IBM had subcontracted with Sun

to provide JPMorgan Chase with global support for Sun

products. This agreement, called a “Statement of Work,”

originally covered the period between February 1, 2003, and

January 31, 2006. Sun and IBM extended the arrangement

through December 31, 2009, pursuant to an amendment to the

Statement of Work executed on March 15, 2005. Despite this

extension, in June 2005 JPMorgan Chase issued a separate
Nos. 13-1502 & 13-1503 7

Request for Proposal inviting Sun to bid directly (not through

IBM) for the business covered by the Statement of Work. Jim

Whaley, a Sun sales executive, took the lead in coordinating

the response and submitted a bid on Sun’s behalf.

On June 2, 2005, Sun announced that it was acquiring

StorageTek. This announcement prompted Lawson to e-mail

his supervisor, Paul Heidkamp, to ask how the acquisition

would affect his commission on the JPMorgan Chase deal.

Heidkamp responded that he needed more information and

would get back to him. On August 31 Sun acquired

StorageTek.

After the acquisition JPMorgan Chase asked Sun to combine the StorageTek and Sun bids. From the standpoint of

Lawson’s commission, the takeover dramatically changed the

significance of the deal. As we’ve noted, a substantial portion

of the JPMorgan Chase work involved maintaining Sun

products—business that would have been new to StorageTek.

After the acquisition, however, it was classified as renewal

businessbecause Sun was already providing the servicesunder

the IBM Statement of Work.

Sun’s revised merged bid contained three components.

First, Sun offered to combine and continue services it was

already providing under the IBM Statement of Work and

StorageTek’s prior contract with JPMorgan Chase. Second, Sun

offered to partner with UNISYS to service products made by

other computer manufacturers, such as Hewlett Packard,

Compaq, Dell, and IBM; this work would be new business for

Sun. Third, Sun offered to provide maintenance services for

JPMorgan Chase’s mainframe computer systems.
8 Nos. 13-1502 & 13-1503

Whaley (from Sun) and Lawson (from StorageTek) spearheaded the joint proposal, which Sun submitted to JPMorgan

Chase on October 11, 2005. Whaley died shortly thereafter, and

Martina Caldara, who had worked on Sun’s pre-merger bid,

filled his position.

In addition to changing the significance of the JPMorgan

Chase deal, Sun’s takeover of StorageTek altered the terms of

Lawson’s incentive plan. On September 1, 2005, Sun amended

the plan to specifically address the effect of the acquisition.

Whereas StorageTek used the calendar year as its fiscal year,

Sun’s fiscal year began on June 26. The September 1 amendment explained that StorageTek would convert to Sun’s fiscal

year, with the transition to take place on December 25, the end

of Sun’s second fiscal quarter. To effectuate the conversion, the

amendment specifically stated that “the current incentive plan

year for StorageTek will end December 25, 2005.”

Sun continued to pursue the JPMorgan Chase deal through

the fall of 2005, and Lawson again tried to ascertain how the

acquisition would affect his incentive compensation. In

November 2005 he e-mailed Woody Wall, a Sun manager,

asking about the split between his commission and Whaley’s.

Wall assured Lawson that the company would “do the right

thing for this transaction” and asked him to explain his

concerns.

The day after this exchange, Peter Orr, who had been

Whaley’s supervisor, e-mailed Tom Kelley, Sun’s Vice President of North American sales, explaining that Lawson’s

situation was “unique” and attempting to determine how his

commission on the JPMorgan Chase deal should be treated.
Nos. 13-1502 & 13-1503 9

Lawson received a copy of the e-mail but does not recall

receiving any response.

On December 8 Lawson again e-mailed Heidkamp asking

whetherthe 2005 compensation plan would extend beyond the

new year or if a new plan would be forthcoming. Heidkamp

responded that the “comp plan should stay the same.”

Heidkamp also e-mailed Phil Auble, Sun’s Incentive Plan

Administrator, asking for a special “exception” for Lawson’s

commission onthe JPMorganChase sale.Additional exchanges

between Lawson, Heidkamp, and other Sun supervisors

throughout the month of December did not reach a consensus

on how Lawson would be compensated for his work on the

deal.

Sun’s second fiscalquarter ended on December 25. The next

day Sun sent Lawson a letter informing him that “[a]s of

December 26, 2005, you will transition to [Sun’s] Data Management Group Global Storage Sales Compensation Plan.” The

December 26 letter stated that Lawson would receive a copy of

the plan and an individual goal sheet “[o]n or about

January 15, 2006.” The letter also assigned Lawson a new title:

“Sales Specialist 1, DMG Sales.” Lawson countersigned the

letter, indicating that he received and understood it. Sun did

not send him a copy of the new incentive plan until March 17,

2006.

In the meantime, the JPMorgan Chase deal remained in

limbo. JPMorgan Chase continued to study Sun’s October 11

bid and asked for a $7 million price reduction for the Sun/IBM

component. On December 15, 2005, Lawson sent a detailed
10 Nos. 13-1502 & 13-1503

e-mail to Sun management proposing a strategy forpersuading

JPMorgan Chase to accept the deal.

JPMorgan Chase ultimately accepted only the first part of

Sun’s October 11 bid—the component consisting of the joint

Sun/IBM proposal and continuation of the services StorageTek

had previously provided. JPMorgan Chase and IBM executed

a “Letter of Authorization”—essentially an agreement to

negotiate in good faith toward a final agreement or amendment of the Statement of Work by January 30, 2006. The final

amendment wasn’t issued until September 29, 2006, but in the

interim the parties issued several letters of intent in which IBM

agreed to continue to work under the amendment to the

Statement of Work.Because JPMorgan Chase only accepted the

first component of the bid, the deal did not result in new

business to Sun or StorageTek. On March 16, 2006, Sun

internally recorded the sale as final, and on March 23, 2006,

issued the first invoices for the work.

C. The Dispute Over Lawson’s Commission

As the JPMorgan Chase sale was being finalized, Lawson

continued to pursue his commission. On February 22 he

requested a “max-draw” on his compensation—a request that

the company front his anticipated commission. For the next

several weeks, Sun management tried to determine the

appropriate commission for the sale. Lawson argued that the

JPMorgan Chase work should be classified as Enterprise

Support Services under the 2005 StorageTek plan because

that’s what it was when he started pursuing the deal more than

a year earlier. New contracts for Enterprise Support Services
Nos. 13-1502 & 13-1503 11

received the highest percentage commission under the 2005

plan because they constitute new business to the company.

With an agreed annual price of $21.2 million for the JPMorgan

Chase’s U.S. business and another $6.8 million for its worldwide business, Lawson’s commission under the 2005 plan

would exceed $1.8 million.1

While these discussions were ongoing, Sun paid Lawson

$17,000 on his draw request, fully recoverable if the company

later determined that the commission was not owed. Sun

management ultimately rejected Lawson’s request to treat the

JPMorgan Chase deal as Enterprise Support Services underthe

2005 plan. In light of the Sun/StorageTek merger, the sale was

not new business, so the company concluded that the higher

commission would be an improper windfall to Lawson. Sun

said it would treat the sale as an assigned renewal contract

under the 2006 plan, triggering a substantially lower commission.

On March 17 and again on March 23, Sun e-mailed Lawson

a copy of the 2006 incentive plan (technically called the “Data

ManagementGroupSalesCompensation Plan”). The plan itself

was dated March 13, 2006, and was retroactively effective to

December 26, 2005. On April 4 Lawson received his goal sheet,

which contained his individual sales targets for the year.

Lawson refused to sign it, fearing that doing so would prejudice his claim to a larger commission for the JPMorgan Chase

1

 This figure included a multiyear incentive, which could be awarded to a

sales executive for securing contracts of two or more years. Without that

incentive Lawson’s commission would be about $1.5 million. 
12 Nos. 13-1502 & 13-1503

deal. On May 12 Sun e-mailed Lawson a revised goal sheet,

which treated the JPMorgan Chase sale as an assigned renewal

and awarded a commission of $54,300. Lawson declined it and

refused to sign the goal sheet.

Lawson thereafter retained counsel and on June 2 made a

final demand for a commission for the JPMorgan Chase sale

under the terms of the 2005 StorageTek plan. Sun declined to

pay the demand. In October 2006 Lawson was laid off in a

reduction in force.

D. Litigation History

Lawson sued Sun in Indiana state court alleging claims for

breach of contract, quantum meruit, and violation of the

Indiana Wage Claims Statute, IND. CODE §§ 22-2-9-1 et seq.

(authorizing recovery of penalty damages and attorney’s fees).

Sun removed the case to federal court, see 28 U.S.C. §§ 1332(a),

1441(a), and filed a counterclaim alleging that Lawson violated

the Illinois and California eavesdropping statutes by secretly

recording severaltelephone conversations with Sun employees

during the dispute over the commission.

Sun moved for summary judgment, and the district court

granted the motion in part. The judge held that relief under

quantum meruit was barred because the parties had an express

contract. The judge also held that the eavesdropping counterclaim could not proceed because Indiana law applied (not the

law of Illinois or California). Neither side challenges these

rulings, so we’ll say no more about them. The judge denied

summary judgment on the contract and statutory wage claims,
Nos. 13-1502 & 13-1503 13

finding the plan documents ambiguous and a trial necessary to

determine liability.

The case was tried to a jury, which found Sun liable for

breach of contract and awarded $1.5 million in damages. On

the statutory claim, however, the judge changed his mind and

entered judgment for Sun as a matter of law, see FED. R. CIV.

P. 50(a), holding that Lawson’s commissions were not “wages”

under the Indiana statute. The judge rejected Sun’s Rule 50(b)

motion for judgment as a matter of law on the contract claim

and entered final judgment on the jury’s verdict. Both sides

appealed.

II. Discussion

Sun argues that Lawson’s contract claim fails as a matter of

law because the 2005 incentive plan expired on December 25,

2005, and the JPMorgan Chase sale was not finalized and

invoiced until March 2006. Lawson counters that the plan

documents are ambiguous and the evidence at trial was

sufficient for a reasonable jury to conclude that Sun intended

the 2005 plan to remain in effect through at least March 2006.

In his cross-appeal Lawsonchallenges thedistrict court’s ruling

on his statutory claim for unpaid wages.

We review the district court’s Rule 50(b) rulings de novo.

Rapold v. Baxter Int’l Inc., 718 F.3d 602, 613 (7th Cir. 2013).

Judgment as a matter of law is proper if “a reasonable jury

would not have a legally sufficient evidentiary basis to find for

the party on that issue.” FED. R. CIV. P. 50(a)(1); see also May v.
14 Nos. 13-1502 & 13-1503

Chrysler Grp., LLC, 716 F.3d 963, 970 (7th Cir. 2012). The parties

agree that Indiana law applies.

A. Waiver

As a preliminary matter, Lawson argues that Sun waived

its primary legal argument about the interpretation of the 2005

plan by failing to raise it at trial in a motion for judgment as a

matter of law under Rule 50(a) or in a posttrial motion under

Rule 50(b). We disagree.

At the summary-judgment stage, Sun specifically argued

that the 2006 incentive plan—not the 2005 plan—controlled as

a matter of law. The district court found the plan documents

ambiguous and allowed the contract claim to proceed to trial.

Sun’s argument about the proper interpretation of the plan is

more elaborate on appeal than it was in the district court, but

no rule prohibits appellate amplification of a properly preserved issue. See Yee v. Escondido, 503 U.S. 519, 534 (1992)

(“Once a ... claim is properly presented, a party can make any

argument in support of that claim; parties are not limited to the

precise arguments they made below.”).

Nor was Sun required to renew all the legal arguments it

made at the summary-judgment phase when challenging the

sufficiency of the trial evidence under Rule 50(a) and

Rule 50(b). As a general matter, we do not review a decision

denying summary judgment once the case has proceeded to

trial; summary judgment relies on evidentiary predictions,

which are unnecessary once a jury has found the actual facts.

Chemetall GmbH v. ZR Energy, Inc., 320 F.3d 714, 718 (7th Cir.
Nos. 13-1502 & 13-1503 15

2003). And although a Rule 50 motion ordinarily is required to

preserve a challenge to the sufficiency of the trial evidence, id.

at 718–19, questions of contract interpretation are different.

They involve pure questions of law unrelated to the sufficiency

of the trial evidence, so it’s not necessary for summaryjudgment losers to relitigate purely legal issues of contract

interpretation in a motion under Rule 50(a) or (b).2Id. at

718–20.

Sun’s principal argument on appeal raises a purely legal

question of contract interpretation: Based on the language of

the plan documents, does StorageTek’s 2005 incentive plan

apply to the JPMorgan Chase sale? Sun preserved this issue at

the summary-judgment stage. And because it has no bearing

on the sufficiency of the trial evidence, Sun did not need to

raise it again in its Rule 50(a) and (b) motions. The argument

was not waived.

B. The 2005 Incentive Plan Does Not Apply

Under Indiana law “[t]he unambiguous language of a

contract is conclusive upon the parties to the contract and upon

2 There’s a split of authority on this point, as we noted in Chemetall GmbH v.

ZR Energy, Inc. 320 F.3d 714, 719 (7th Cir. 2003) (citing Chesapeake Paper

Prods. Co. v. Stone & Webster Eng’g Corp., 51 F.3d 1229, 1239 (4th Cir. 1995));

see also Ji v. Bose Corp., 626 F.3d 116, 127–28 (1st Cir. 2010) (refusing to

recognize an exception for purely legal claims). The Supreme Court did not

resolve the question in Ortiz v. Jordan. 131 S. Ct. 884, 892 (2011) (refusing to

address whether a qualified-immunity defense based purely on a legal

question needed to be renewed in a posttrial Rule 50 motion).
16 Nos. 13-1502 & 13-1503

the courts.” Whitaker v. Brunner, 814 N.E.2d 288, 293 (Ind. Ct.

App. 2004) (quotation marks omitted).Extrinsic evidence of the

parties’ intent is permitted only when the contract is ambiguous or uncertain in its terms, in which case the question of the

parties’ intent is one for the fact finder. Trustcorp Mortg. Co. v.

Metro Mortg. Co., 867 N.E.2d 203, 212 (Ind. Ct. App. 2007). But

“[i]f the contract language is clear and unambiguous, the

document is interpreted as a matter of law without looking to

extrinsic evidence.” BKCAP, LLC v. CAPTEC Franchise Trust

2000-1, 572 F.3d 353, 359 (7th Cir. 2009) (Indiana law). “A

contract is not ambiguous merely because the parties disagree

as to its proper construction; rather, a contract will be found to

be ambiguous only if reasonable persons would differ as to the

meaning of its terms.” Allen Cnty. Pub. Library v. Shambaugh &

Son, L.P., 997 N.E.2d 48, 52 (Ind. Ct. App. 2013) (quoting

Vincennes Univ. v. Sparks, 988 N.E.2d 1160, 1165 (Ind. Ct. App.

2013)).

The relevant language in the 2005 incentive plan is not

ambiguous. As amended on September 1, 2005, the plan fixed

a clear and definite expiration date for the plan year:

December 25, 2005. More specifically, the September 1 amendment stated that “StorageTek has adopted Sun’s fiscal calendar

for incentive compensation purposes. Sun’s ... second fiscal

quarter (Q2) ends December 25, 2005. Therefore, the current

incentive plan year for StorageTek will end December 25,

2005.”

Lawson resists the force of this explicit termination date by

invoking the provision we have block-quoted above, which

states (among other things) that the plan “will remain in effect
Nos. 13-1502 & 13-1503 17

until a subsequent plan, or amendment to the Plan, becomes

effective.” In Lawson’s view this provision conflicts with the

fixed expiration date specified in the September 1 amendment,

creating an internal ambiguity. The district court agreed,

denied summary judgment, and allowed Lawson to present

extrinsic evidence at trial bearing on Sun’s intent that the plan

continue beyond the termination date.

That was a mistake. Contractual phrases are not read in

isolation; rather, the contract must be read as a whole. Allen

Cnty. Pub. Library, 997 N.E.2d at 52. Moreover, Indiana courts

prefer “an interpretation of the contract that harmonizes its

provisions, as opposed to one that causes the provisions to

conflict.” Four Seasons Mfg. v. 1001 Coliseum, LLC, 870 N.E.2d

494, 501 (Ind. Ct. App. 2007). Read holistically and harmonized, these provisions are not in tension with each other.

As we’ve noted, Lawson’s argument relies heavily on the

concluding paragraph in the unamended 2005 plan, which we

have quoted in full above. That paragraph contains the

following key terms: (1) the 2005 incentive plan is exclusive,

i.e., it’s the only compensation plan in place for StorageTek’s

2005 fiscal year; (2) the plan is effective January 1, 2005, even if

published later; (3) the plan supersedes any previous plan and

continues in effect until a subsequent plan or amendment

becomes effective; and (4) the only sales eligible for commission credit under the 2005 plan are those meeting all plan

requirements by the end of fiscal year 2005. The September 1

amendment substituted Sun’s fiscal year for StorageTek’s and

fixed a definite termination date for StorageTek’s then-current

plan year: December 25, 2005.
18 Nos. 13-1502 & 13-1503

Read together, these provisions unambiguously establish

that to qualify for commission credit under StorageTek’s 2005

plan, a sale must meet all eligibility requirements by the end of

the plan year, that is, by December 25, 2005. The JPMorgan

Chase sale plainly did not qualify.

Lawson proposes an alternative interpretation: Although

the plan year ended on December 25, 2005 (by virtue of the

language in the September 1 amendment), the plan itself

continued in effect beyond that date until a new plan became

effective. And because Sun did not transmit the 2006 plan to

him until March 17—the day after Sun internally recognized

the JPMorgan Chase deal as final (on March 16)—he is entitled

to a commission under the 2005 plan.

There are several problems with this interpretation. First,

the 2005 plan unequivocally states that “[a]ll sales eligible for

quota credit under this Plan, or any amendment, by the end of

fiscal year 2005 will be payable under this Plan.” (Emphasis

added.) Another provision makes it clear that new contracts

must be invoiced during the 2005 fiscal yearto receive commission credit:

Both contract execution and initial invoicing must

occur during the StorageTek Fiscal Year to count as

Comp Revenue, unless determined otherwise in

StorageTek’s sole discretion. If a contract is fully

executed prior to January 1, 2005 and not invoiced until January 1, or later in 2005, it will

count as Comp Revenue under this Plan.

(Emphasis added.)
Nos. 13-1502 & 13-1503 19

Moreover, the 2005 plan is explicit that “[s]ales not eligible

[underthis plan] will be payable under the Plan in effect at the

time quota credit is earned.” This provision contemplates the

likelihood that sales may be in progress in 2005 but not

finalized and invoiced untillater, and specifically provides that

quota credit for these sales is awarded under the terms of the

plan in effect when credit is earned—i.e., under a successor

plan, not the 2005 plan. In other words, sales in progress but

not yet invoiced when the 2005 plan year expires are not

grandfathered into the 2005 plan. Finally, Sun’s 2006 incentive

plan, though dated and delivered to Lawson on March 17,

2006, was made fully retroactive to December 26, 2005.

If more were needed to demonstrate the flaws in Lawson’s

interpretation, the 2005 plan specifically required that sales

executives submit all payment requests for 2005 commissions

no later than 30 days afterthe close of the 2005 fiscal year. That

requirement would be impossible to fulfill for sales still in

progress and not yet invoiced when the fiscal year expired.

In short, Lawson’s proposed interpretation cannot be

reconciled with key plan requirements for commission eligibility. To the contrary, accepting Lawson’s interpretation would

require us to rewrite the most important terms of the compensation plan to make the JPMorgan Chase deal qualify for

commission credit without fulfilling any of the requirements

necessary to earn a commission under the 2005 plan. That, by

definition, makes Lawson’s proposed interpretation an

unreasonable one. See Hepburn v. Tri-Cnty. Bank, 842 N.E.2d

378, 384 (Ind. Ct. App. 2006) (explaining that Indiana courts do

not “add provisions to a contract that were not placed there by
20 Nos. 13-1502 & 13-1503

the parties”); Colonial Penn Ins. Co. v. Guzorek, 690 N.E.2d 664,

669 (Ind. 1997) (“[T]he power to interpret contracts does not

extend to changing their terms.”).

In addition to these intratextual difficulties, the compensation plan as written is not readily amenable to judicial gapfilling. As we’ve explained, the plan treated new and renewal

business differently. New business received the highest

commission; renewal contracts received no commission unless

specifically assigned to a sales executive as part of his revenue

quota, and these commission rates were lower than for new

business. If the 2005 plan continued beyond fiscal year 2005

and covered sales finalized and invoiced in 2006, vexing

questions would arise about how to calculate commissions.

Business might be considered new in 2005 (and therefore

compensable at the highest rate) but not new in 2006, when the

commission is actually earned. Commissions based on 2005

assigned renewals likewise could have a different status in

2006—including, for example, a reduced commissionrate if the

profitability of a deal declined over time. This interpretive

difficulty bolsters our conclusion that Lawson’s preferred

reading of the plan is not a reasonable one.

The parties spill a lot of ink debating Lawson’s status as an

at-will employee; the meaning of Sun’s December 26, 2005

letter; the effect of Lawson’s refusal to sign his 2006 goal sheet

(and revised goal sheet); and the parties’ course of conduct in

late 2005 and early 2006 as the negotiations over the disputed

commission unfolded. Because the plan language is not

ambiguous, this extrinsic evidence simply drops out of the

case. The trial was unnecessary. 
Nos. 13-1502 & 13-1503 21

In sum, the JPMorgan Chase sale unambiguously did not

qualify for a commission under the 2005 plan. And because

Lawson was not entitled to a commission under the 2005 plan,

his claim for unpaid wages under the Indiana Wage Claims

Statute necessarily fails.

Accordingly, we REVERSE the district court’s judgment and

REMAND with instructions to enter judgment for Sun.