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FACTS: Harry Habets began working for Waste Management Inc. in 1985 as a general manager. He was promoted to a vice president’s position, with presidency over a specific division, in 1990. At that time, Habets was made eligible to participate the WMI’s golden parachute plan, the Key Executive Severance Plan (KESP). The KESP provided that it would terminate if an employee voluntarily resigned within three years of a change in control in company management. The plan also defined the term “participant,” required the plan provide prior written consent before making adverse changes to the plan, and stated that nothing in the plan granted a participant any right to remain an executive officer. Habets was also eligible to participate in the Supplemental Executive Retirement Plan (SERP). WMI underwent a corporate restructuring in 1991. Habets was removed from his position; he kept his job title, but he reported to another regional officer, rather than directly to the president. WMI’s corporate report for 1991 did not include Habets among its list of officers, and when the Executive Compensation Committee of the Board of Directors issued its new list of people eligible for participation in the KESP, Habets was not included. A few months later, WMI sought to terminate the KESP for all domestic participants. Someone from WMI’s general counsel’s office recommended that WMI offer stock options to KESP participants in exchange for waiving their KESP rights. Habets received stock options, but he was not one who was asked to sign a waiver. In 1998, when WMI merged with another company, the SERP was terminated and WMI agreed to pay its participants a lump-sum. Habets received payment, but disagreed with the amount. He argued that the SERP payment should have been based on his years of participation in the KESP. WMI said the KESP was terminated and could not be used in conjunction. Unsatisfied, Habets continued to protest the amount paid. WMI offered to pay Habets for two more months under the SERP in exchange for him dropping his complaint about the KESP. Habets received and cashed two checks under the SERP, totaling nearly $630,000, plus the compromise amount of $66,234, but he did not sign the waiver. Habets resigned in 1999. WMI refused Habets’ demand for severance under the KESP and the SERP. WMI claimed that the prior payments satisfied its obligations. Habets sued WMI in July 2001, alleging breach of the KESP and the SERP. A magistrate judge recommended granting WMI’s motion for summary judgment. The district court adopted the magistrate’s recommendation in its entirety. Habets appeals only the determination of his rights under the KESP. HOLDING: Affirmed. The court first refutes Habets’ contention that the district court did not conduct a de novo review of the magistrate’s findings. Habets’ argument is premised on the fact that the district court entered only a two-sentence order without opinion, only a day after it received Habets’ voluminous objections. Habets claims the district court did not analyze the “complex” issues and must have merely “rubber stamped” the recommendation. The court points out that in McGill v. Goff, 17 F.3d 729 (5th Cir. 1994), it has expressly rejected the position Habets takes. The holding in the McGill case refutes any claim that a district court must wait a certain amount of time after receiving objections to adopt a recommendation. Furthermore, Habets fails to cite any case law that supports his argument that a district court has to provide analysis when it adopts a magistrate’s recommendation for summary judgment. “In light of McGill, which allows for the expeditiousness of the district court’s order, and because the magistrate here made only legal findings on a summary judgment motion, the district court was permitted to issue an abbreviated order adopting the magistrate’s summary judgment recommendation one day after receiving Habets’ objections. We thus find the district court conducted a proper de novo review of the magistrate’s recommendation.” Turning to the merits of the case, the court applies the law of Delaware, where WMI is incorporated, in interpreting the contract language of the KESP. The court finds the definition of who was a participant clearly establishes that the board was permitted to specify from time to time those person who were key executives entitled to severance benefits upon a change in control of WMI. It did not confer on any corporate officer any vested right to continued participation in the KESP, nor did it limit the board’s exclusive power to specify who its participants were. The court also finds the provision about written consent prior to termination unambiguous. The exclusion of Habets from the corporate report was not a change in the plan requiring Habets’ consent.; it was an expression of the board’s power to specify participants in the KESP. “Overall, the magistrate and the district court found no ambiguity in any of the KESP’s provisions and that the Board had the discretion to and properly did so remove Habets as a KESP officer participant in May 1992 at the Executive Compensation Committee meeting prior to any change in control. Thus, [the plan] defined a participant as a WMI employee who is so designated by the Board as eligible for KESP benefits at the time a change in control occurs; [It] only required the individual consent of adversely affected participants when the KESP generally was to be amended or terminated, not when an individual participant was being removed by the Board; and [it] demonstrated the Board’s ability to remove officers.” OPINION: DeMoss, J.; Garza, DeMoss and Clement, JJ. DISSENT: Clement, J. The dissent would find the contract’s terms ambiguous and incorporate the use of extrinsic evidence to defeat summary judgment.

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