Vendura v. Boxer, No. 15-2387 (1st Cir. 2017)

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Justia Opinion Summary

In 1993, Vendura was hired by TRW Inc. and became a participant in the TRW Salaried Pension Plan. In 2002, Northrop Grumman Corp. acquired TRW and renamed the company (herein referred to as NGSMC). After NGSMC attempted to terminate Vendura’s employment Vendura challenged the attempt, and Vendura and NGSMSC signed a settlement agreement providing that Vendura would remain an employee of NGSMSC under certain conditions. In 2013, Vendura filed a claim for pension benefits to the Administrative Committee for the NGSMSC Plan, arguing that he was entitled to twenty years of benefit service under the settlement agreement. The Administrative Committee informed Vendura that he was eligible for a pension reflecting only twelve years of service. Vendura filed an eight-count complaint against Defendants, claiming, inter alia, a violation of ERISA. The district court granted summary judgment for Defendants. At issue on appeal concerned the number of “years of benefit service” that should be credited to Vendura in calculating his pension benefits under his pension plan. The First Circuit granted summary judgment to Defendants, holding that the Administrative Committee properly calculated Vendura’s pension benefits.

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United States Court of Appeals For the First Circuit No. 15-2387 GEORGE J. VENDURA, JR., Plaintiff, Appellant, v. JONATHAN BOXER; NORTHROP GRUMMAN CORPORATION; NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SALARIED PENSION PLAN; KEN BEDINGFIELD; MICHAEL HARDESTY; NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. SALARIED PENSION PLAN ADMINISTRATIVE COMMITTEE; NORTHROP GRUMMAN AEROSPACE SECTOR; TIFFANY MCCONNELL; NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP.; DENISE PEPPARD, Defendants, Appellees. APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS [Hon. William G. Young, U.S. District Judge] Before Torruella, Lipez, and Barron, Circuit Judges. Stephen D. Rosenberg, with whom Caroline Fiore and The Wagner Law Group were on brief, for appellant. Brian D. Netter, with whom Nancy G. Ross and Mayer Brown LLP were on brief, for appellees. January 11, 2017 BARRON, Circuit Judge. This appeal involves a suit for pension benefits that George Vendura brings against Northrop Grumman Corp. ("Northrop") and a number of related entities and individuals.1 The key point of contention concerns the number of "years of benefit service" that should be credited to Vendura in calculating his pension benefits under his pension plan. We affirm to the judgment below, which grants summary judgment defendants. I. Vendura was hired by TRW Inc. ("TRW") in 1993 and became a participant in the TRW Salaried Pension Plan ("TRW Plan"). After Vendura worked for TRW for seven years, he went on medical leave in June of 2000, in consequence of work-related injuries that he had suffered much earlier. Vendura received benefits. Social Security and During this leave, long-term disability Vendura also applied for and, he contends, received workers' compensation benefits during this time. In 2002, Northrop acquired TRW and renamed the company Northrup Grumman Space and Mission 1 Systems Corp. ("NGSMSC"). In particular, Vendura brought suit against ten corporate and individual defendants: Northrop Grumman Corp., Northrop Grumman Aerospace Sector, Northrop Grumman Space & Mission Systems Corp., Northrop Grumman Space & Mission Systems Corp. Salaried Pension Plan, Northrop Grumman Space & Mission Systems Corp. Salaried Pension Plan Administrative Committee, Jonathan Boxer, Ken Bedingfield, Michael Hardesty, Tiffany Mcconnell, and Denise Peppard. - 2 - Soon thereafter, employment. off, and, NGSMSC attempted to terminate Vendura's Vendura, however, challenged the attempt to lay him in 2003, Vendura and NGSMSC signed a settlement agreement that kept Vendura on board at NGSMSC. The settlement agreement provided that Vendura would remain an "employee" of NGSMSC and "receive all benefits and rights to which he is entitled pursuant to all benefit plans for which he is eligible." The settlement agreement further provided that Vendura would cease to be a NGSMSC employee only when one of several specific conditions came to pass. One of those conditions was that "Vendura's LTD [long-term disability] status ends." Because this benefits rather than agreement matters pension plan. case concerns a dispute employment, however, insofar it only as over the relates to pension settlement Vendura's And, the relevant pension plan is the NGSMSC Salaried Pension Plan ("NGSMSC Plan"), which, for former TRW employees like Vendura, incorporated the eligibility criteria set forth in the TRW Plan. The TRW Plan provides that pension benefits for participants, like Vendura, are to be calculated on the basis of the participant's "Years of Benefit Service." Section 2.2 of the TRW Plan, in subsection (a), makes clear that such years include ones in which a participant receives compensation "for - 3 - the performance of services." But, in the subsequent subsections of Section 2.2, the TRW Plan allows participants to accrue years of benefit service even for periods of time in which the absence participant is for a is reason absent that from is work, so long specified in one as of that those follow-on subsections in Section 2.2. Only here: two subsections of (b) the follow-on and (c). subsections Until are 1999, relevant these two subsections read as follows: (b) absence without pay from work because of injury or occupational disease received in the course of his employment with the Controlled Group and for which he receives Workers' Compensation disability benefits; provided, however, that service credit shall be limited to a maximum of twelve months unless the Participant has met the eligibility requirements for receiving long term disability benefits (whether or not he actually receives such benefits); (c) absence without pay from disability and for which he receive long-term disability any plan maintained by a Controlled Group[.] work due to a is entitled to benefits under member of the Effective January 1, 1999, however, the TRW Plan was amended by, among other things, changing subsection (c). amendment, subsection (c) reads as follows: (c) absence without pay from disability and for which he receive long-term disability any plan maintained by a Controlled Group, provided, - 4 - work due to a is entitled to benefits under member of the however, with Post- respect to an absence from work beginning on or after January 1, 2000 as a result of disability, (i) no more than sixty months of Benefit Service will be credited under this Section 2.2(c) for a Participant with five or more years of Vesting Service and (ii) no more than twelve months of Benefit Service will be credited under this Section 2.2(c) for a Participant with less than five years of Vesting Service at the time such absence from work commences. (emphasis added to highlight the newly added language). The proper interpretation of these subsections became a subject of controversy after Vendura's long-term disability insurer informed Vendura -- in October of 2012 -- that his eligibility for long-term disability benefits would expire in February of 2013. Vendura did not dispute that his long-term disability benefits would expire at that time, or that, per the settlement agreement, his employment with NGSMSC would thus come to an end. benefits For that reason, Vendura inquired about his pension and received a "retirement kit" from the Northrop Grumman Benefits Center.2 In April of 2013, Vendura filed a claim for pension benefits Plan. with the "Administrative Under the documents Committee" comprising the for NGSMSC the NGSMSC Plan, the Administrative Committee "is the 'plan administrator' under" the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 2 More precisely, Vendura received two retirement kits: one that would have allowed him to elect a lump-sum distribution of his pension, and a second that did not grant him that option. - 5 - U.S.C. § 1001 et seq., and possesses the "full and sole discretionary authority to interpret all plan documents and to make all interpretive and factual determinations as to whether any individual is entitled to receive any benefit and the amount of such benefit under the terms of the Plan." In making his pension benefits claim to the Administrative Committee, Vendura argued that he is entitled to twenty years of benefit service under the settlement agreement. Vendura also argued that, even independent of the settlement agreement, benefit he is service Section 2.2. entitled under the to that plain same terms number of of years subsection (b) of of Finally, Vendura argued that he is entitled to elect a lump-sum distribution of his pension. The Administrative Committee rejected Vendura's arguments in letters sent to him in May and June of 2013. The letters informed Vendura that he was eligible for a pension reflecting only twelve years of benefit service and not the twenty years of benefit service that Vendura contended that he had accrued. The letters also rejected Vendura's contention that Vendura was entitled to elect a lump-sum distribution of his pension. The Vendura's years determinations. Administrative of benefit Committee's service calculation reflected the of following The Administrative Committee concluded that the - 6 - settlement agreement does not provide for accrual of benefit service itself. beyond the right of accrual under the NGSMSC Plan The Administrative Committee further found that, under the NGSMSC Plan, by virtue of Section 2.2 of the TRW Plan that it incorporates, Vendura was entitled only to five years of benefit service for the thirteen years in which he was both absent from work due to his disability and for which he was eligible for long-term disability benefits. The Administrative Committee based that determination on the amended version of subsection (c) of Section 2.2, which the Administrative Committee concluded barred a participant from accruing more than sixty months eligibility of for benefit service long-term based on disability the participant's benefits. The Administrative Committee therefore credited Vendura with only twelve years of benefit service, based on the five years of benefit service that he accrued during his absence from work and the seven years of benefit service that he accrued under subsection (a) of Section 2.2 during his employment with TRW and before his disability-based absence began. Vendura appealed the decision to the Administrative Committee, which issued its final decision denying Vendura's appeal with respect to each of these issues on December 19, 2013. So, in 2014, Vendura filed an eight-count complaint in - 7 - the United States District Court for the District of Massachusetts against the defendants. The main issue on appeal arises under ERISA, which permits a pension plan participant to bring a civil action "to recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan." U.S.C. § 1132(a)(1)(B). 29 Vendura invokes this provision of ERISA in his complaint in requesting that the District Court compel defendants to fulfill their obligations under the NGSMSC Plan. Vendura also brings a separate state law claim, in which he argues that defendants are in breach of their obligations under the settlement agreement, given what he contends is the agreement's relationship to his rights under his pension plan. After the defendants moved for summary judgment, the District Court granted the motion. The District Court ruled that the settlement agreement alone did not provide Vendura any right to accrue years of benefit service beyond those to which he would otherwise have been entitled. The District Court also ruled that the Administrative Committee's interpretation of the NGSMSC Plan, under which the sixty-month cap on the accrual of years of benefit service that subsection (c) sets forth applies to Vendura, was not arbitrary and capricious. And, on that basis, the District Court ruled that Vendura was not entitled to - 8 - pension benefits calculated based on his having accrued twenty years of benefit service. Finally, the District Court ruled that, in light of its finding with respect to the number of years of benefit service to which Vendura was entitled, Vendura also was not entitled to elect a lump-sum distribution of his pension. This timely appeal of the summary judgment order followed. II. We start with Vendura's claim based on the settlement agreement. He argues that because the settlement agreement makes clear that Vendura remained an employee of NGSMSC until his eligibility for long-term disability benefits expired, it necessarily also entitled him to continue to accrue years of benefit service for pension purposes up until that point in time. And, for that reason, Vendura contends he is entitled to the full twenty years of benefit service under the settlement agreement. The District Court, like the Administrative Committee, rejected this interpretation argument. of the We review settlement the agreement District de novo. Court's See OfficeMax, Inc. v. Levesque, 658 F.3d 94, 97 (1st Cir. 2011) ("Contract interpretation . . . is a 'question of law' that is reviewed de novo."); see also Hannington v. Sun Life and Health - 9 - Ins. Co., 711 F.3d 226, 230 (1st material" is reviewed de novo). conclude that Vendura's Cir. 2013) ("extra-plan And, on de novo review, we interpretation of the settlement agreement is without merit. Vendura is right that, under the settlement agreement, he remained an employee of NGSMSC until his eligibility for long-term disability benefits expired. And he is right that his eligibility for those benefits did not expire until February of 2013. But the settlement agreement merely provides that Vendura is entitled to "all benefits and rights to which he is entitled pursuant to all benefit plans for which he is eligible." by its terms, the settlement agreement just Thus, provides that Vendura retains the status of an employee and is entitled to receive whatever pension benefits under the NGSMSC Plan that he would otherwise be entitled to by virtue of being an employee. For this reason, the settlement agreement does not help Vendura. It merely directs us to examine those provisions of the NGSMSC Plan, including those provisions of the TRW Plan that the NGSMSC Plan incorporates, which bear on Vendura's right to accrue years of benefit service. And so we now turn to those provisions. III. As Administrative we have Committee noted, with apply the relevant provisions. the the NGSMSC authority Plan to vests interpret the and As a result, and in accord with - 10 - the requirements of ERISA, we review the Administrative Committee's interpretations under the deferential arbitrary and capricious standard, which is "functionally equivalent to the abuse of discretion standard." Wright v. R.R. Donnelley & Sons Co. Grp. Benefits Plan, 402 F.3d 67, 74 n.3 (1st Cir. 2005). And, under that standard, we must defer to plan administrators when they "reasonably" construe ambiguous plan terms. See, e.g., Kolling v. Am. Power Conversion Corp., 347 F.3d 11, 14 (1st Cir. 2003). A. In assessing the Administrative Committee's interpretation, it helps first to understand Vendura's proposed interpretation. Plan, Vendura service Under subsection (a) of Section 2.2 of the TRW unquestionably because he was accrued compensated services to TRW for seven years. seven for years his of benefit performance of But, he readily concedes, due to the disability that he suffered from on-the-job injuries and the extended absence from work that resulted, he was not in compliance with that condition thereafter. Vendura contends, however, that he was in compliance with the condition for accruing years of benefit service set forth in the very next subsection of Section 2.2 -- subsection (b) -- because he contends that he received workers' compensation benefits due to his disability after he was no - 11 - longer able to work.3 He thus argues that he falls within the first half of subsection (b), which provides for the accrual of benefit service for those participants who are "absen[t] without pay from work because of injury or occupational disease received in the course Controlled of Group [the and participant's] for which [the employment with participant] the receives Workers' Compensation disability benefits." But participants who meet the condition specified in the first half of subsection (b) are, the rest of subsection (b) makes clear, entitled to accrue only one year of benefit service on that basis. And, if that one year is added to the seven years for which Vendura provided active service to TRW and was compensated, for which subsection (a) entitled him to accrue seven years of benefit service, he would be entitled to only a total of eight years of benefit service. Vendura nevertheless continues undeterred. He explains that the second half of subsection (b) shows that he is in fact entitled to the extra twelve years of benefit service that he also contends that he accrued. Vendura points out that the second half of subsection (b) provides that "service credit shall be limited to a maximum of twelve months unless the Participant has met the eligibility requirements for receiving 3 As defendants point out, the District Court made no finding on whether Vendura in fact received workers' compensation benefits. - 12 - long term disability benefits (whether or receives such benefits)" (emphasis added). not he actually He also points out that this highlighted language places no temporal limit on a participant's right to accrue years of benefit service beyond the temporal long-term argues limit on disability that the the participant's benefits trailing eligibility themselves. language in Vendura the for the therefore second half of subsection (b) sets forth a separate entitlement to accrue years of benefit service based on eligibility for long-term disability that is distinct from the entitlement to years of benefit service based on receipt of workers' compensation that is set forth in the first half of subsection (b). eligibility for long-term disability And because his benefits did not expire until February of 2013, Vendura contends that subsection (b) entitles him to accrue years of benefit service for the whole of that time. B. The Administrative Committee counters Vendura by pointing out that subsection (b) is not the only subsection that addresses a participant's right to accrue years of benefit service on the basis of eligibility for long-term disability benefits. In fact, the very next provision in Section 2.2 -- subsection (c) -- does so as well. And the Administrative Committee points to that provision -- and the sixty-month cap on - 13 - the accrual of years of benefit service that it contains -- in offering its competing interpretation of the trailing language in the second half of subsection (b) and how that language relates to subsection (c). Specifically, in its June 2013 letter to Vendura, the Administrative Committee described its view of the relationship between subsections (b) and (c), and how they apply to a participant like Vendura, as follows: [I]f a participant receives workers' compensation and long-term disability benefits concurrently, his benefit service is based on the period during which he received long-term disability benefits (subject to the 60-month limit [in subsection (c)] described above). In your case, you received long-term disability benefits once your leave of absence began in 2000. As a result, any workers' compensation benefits that you received during the same period are disregarded under the Plan. Accordingly, that letter explained, Vendura was subject to the sixty-month cap on the accrual of years of benefit service in the amended subsection (c). And, Administrative Committee elaborated historically, "[w]hen a in a later further participant and letter, noted received the that, workers' compensation and long-term disability benefits concurrently his benefit service was always based on the period during which he received long-term disability benefits." In that letter, the Administrative Committee rejected Vendura's contrary contention - 14 - on the ground that subsection (b) did not create a "loophole" that would override the sixty-month cap imposed by subsection (c). Thus, the Administrative Committee rejects Vendura's view that the second half of subsection (b) confers a standalone right to accrue years of benefit service for as long as a participant is eligible for long-term disability benefits to a participant who satisfies the condition set forth in the first half of subsection (b). The Administrative Committee instead reads the second half of subsection (b) merely to set forth a proviso that preserves the right of a participant like Vendura -- notwithstanding that he may satisfy the condition in the first half of subsection (b) -- to accrue years of benefit service in accord with subsection (c). The Administrative Committee therefore concluded that the sixty-month cap applies to Vendura, and that he is entitled to five years of benefit service beyond the seven years that he accrued under subsection (a), with the result that he accrued a total of only 12 years of benefit service. C. The upshot of these dueling readings is that the parties agree that subsection (b)'s twelve-month cap does not apply to Vendura, but disagree as to whether subsection (c)'s sixty-month cap does. And so the decisive question on appeal: - 15 - is the Administrative Committee's competing interpretation of subsections (b) and (c), under which the sixty-month cap does apply to Vendura, a reasonable one? "When interpreting the provisions of an ERISA benefit plan, we use federal substantive law including the 'common-sense canons of contract interpretation.'" Rodriguez-Abreu v. Chase Manhattan Bank, N.A., 986 F.2d 580, 585 (1st Cir. 1993) (quoting Bellino v. Schlumberger Techs., Inc., 944 F.2d 26, 29 (1st Cir. 1991)). Here, because the NGSMSC Plan documents provide that its provisions are to be construed in accordance with California law, we also look to California's interpretation to guide our analysis. principles of contract See Tetreault v. Reliance Standard Life Ins. Co., 769 F.3d 49, 54 (1st Cir. 2014). Applying this interpretive approach, we must not view in isolation the trailing Vendura's argument hinges. words in subsection (b) on which And when we consider the text and structure of Section 2.2 as a whole, we find strong signals that favor the Hydraulic Administrative Dredging Co. v. Committee's United reading. States, 211 See U.S. Bowers 176, 188 (1908) ("To separate the words [of a phrase] from all the other provisions of the contract, in order to give them . . . meaning, repugnant to their significance in the contract, would be to destroy, and not to sustain and enforce, the contract requirements."); see also Hunt v. United Bank & Trust Co., 291 - 16 - P. 184, 187 (Cal. 1930) ("[C]ontracts must be construed as a whole . . . and the intention of the parties is to be collected from the entire instrument and not detached portions thereof, it being necessary to consider all of the parts to determine the meaning of any particular part as well as of the whole."). First, subsection (b) addresses the accrual of years of benefit service based on eligibility for long-term disability benefits only in the course of setting forth an exception to a limitation on the wholly distinct entitlement that the subsection confers -- namely, the right of a participant to accrue twelve months of benefit service based on the participant's absence from work due to a job-related disability for which that participant received workers' compensation benefits. But an exception to a limitation on that entitlement is hardly an entitlement to obvious accrue place years to locate of the benefit wholly service eligibility for long-term disability benefits. distinct based on Subsection (c), by contrast, is quite direct in providing the entitlement to accrue years of benefit service on that basis. It thus is quite a natural place for such a stand-alone entitlement to appear. Second, no other provision in Section 2.2 sets forth an entitlement to accrue years of benefit service in the backhanded manner posited by Vendura's reading of the last half of subsection (b). Rather, just - 17 - like the first half of subsection (b) and subsection (c), every other provision in Section 2.2 sets out the criteria for the entitlement to accrue years of benefit service in the first sentence of the provision.4 See, e.g., Penncro Assocs., Inc. v. Sprint Spectrum, L.P., 499 F.3d 1151, different 1155–56 language (10th in Cir. 2007) proximate and ("When similar a contract uses provisions, we commonly understand the provisions to illuminate one another and assume that the parties' use of different language was intended to convey different meanings."); Taracorp, Inc. v. NL Indus., Inc., 73 F.3d 738, 744 (7th Cir. 1996) ("[W]hen parties to the same contract use such different language to address parallel issues . . . it is reasonable to infer that they intend this language to mean different things."). Third, unlike the trailing language of the second half of subsection (b), subsection (c) sets forth the kind of precise and administrable definition of an entitlement that one would expect a provision conferring an entitlement to provide. By contrast, the trailing language in the second half of subsection (b) does not specify the long-term disability benefits to which it refers. That lack of specificity is curious if the second 4 The one subsection that contains multiple independent entitlements, Section 2.2(f), sets them apart with Roman numerals. The lack of Roman numerals before the second half of subsection (b) thus provides further evidence that the second half of that subsection was not intended to confer an independent entitlement. - 18 - half of subsection (b) is intended to set forth an entitlement to accrue years benefits. By of benefit contrast, the service lack on the of basis of specificity such is not surprising if the second half of subsection (b) merely clarifies that those participants entitled to accrue twelve months of benefit service based on their receipt of workman's compensation for an on-the-job injury may also be able to claim sixty months of benefit service pursuant to the very next subsection. Thus, the fact that subsection (c) contains a specific reference to those "long-term disability benefits under any plan maintained by a member of the Controlled Group," and that the trailing language in the second half of subsection (b) does not, supports the Administrative Committee's conclusion. Fourth, subsection (c), by its terms, does not purport to set forth an entitlement to accrue years of benefit service based on would eligibility not apply to for long-term Vendura. disability Instead, the benefits terms of that that subsection describe participants who may accrue years of benefit service based on their eligibility for long-term disability benefits without regard to whether the disability arose from a work-related participant injury received and without workers' regard compensation that injury. - 19 - to in whether the consequence of Finally, in addition to these textual and structural reasons for finding the Administrative Committee's reading to be a reasonable one, there is the pre-amendment history of Section 2.2. Prior to the amendment to subsection (c), there was no temporal cap under subsection (c). Thus, the following oddity would have arisen if the trailing language of the second half of subsection (b) set forth a stand-alone entitlement. merely having helpfully clarified the Rather than availability of the entitlement specifically provided for in subsection (c), that portion of subsection (b) also would forth that very same entitlement. have superfluously set The longstanding principle against reading plan terms to be superfluous, therefore, points against investing the last half of subsection (b) with the greater substance that Vendura contends must be attributed to it. Cf. Bouchard v. Crystal Coin Shop, Inc., 843 F.2d 10, 13–14 (1st Cir. 1988) ("Where the trustees of a plan . . . by their interpretation render some provisions of the plan superfluous, their actions may well be found to be arbitrary and capricious." (quoting Miles v. N.Y. State Teamsters Conference Pension & Ret. Fund Emp. Pension Benefit Plan, 698 F.2d 593, 599 (2d Cir. 1983))). To be subsection (c). sure, there is now a temporal cap under But, in light of the text and structure of the two subsections that we have just reviewed, the Administrative - 20 - Committee reasonably concluded that the imposition of the sixtymonth cap in subsection (c) did not provide -- for the first time -- that those participants who are eligible for long-term disability benefits and who had previously been eligible for workers' compensation would be entitled to accrue more years of benefit service than any other participants who were entitled to accrue years of benefits services based on their eligibility for long-term disability benefits. See, e.g., Diaz v. Seafarers Int'l Union, 13 F.3d 454, 457–58 (1st Cir. 1994) (considering the argument that a later version of a plan document shed light on whether an earlier version conferred the power to interpret pension eligibility rules); Kammerer v. Motion Picture Indus. Pension Plan, 487 F. App'x 597, 599 (2d Cir. 2012) (finding that when the current version of a plan did not define a relevant term, the plan administrator's use of a particular rule was supported by that rule's consistency with at least three earlier versions of the plan). And so while the relevant provisions of Section could 2.2 certainly have been clearer -- say, by expressly cross-referencing subsection (c) in subsection (b) -we conclude that the Administrative Committee reasonably construed the provisions to subject Vendura to the sixty-month cap in subsection (c). - 21 - IV. The final issue concerns whether Vendura is entitled to elect a lump-sum payment of his pension benefits. Under Section 5.5 of the TRW Plan, which the NGSMSC Plan incorporates for a participant like Vendura, a participant may elect a lumpsum payment so long as "he files a written application therefor while an calendar Date." Employee month still period accruing Service immediately during preceding his the three Retirement Vendura requested a lump-sum distribution in 2013. As a result, the question of whether Vendura is entitled to a lumpsum distribution is fully answered by considering whether he was still accruing benefit service in 2013. Because we hold that the Administrative Committee reasonably determined that Vendura was not accruing years of benefit service under either the settlement agreement or the Plan in 2013, in consequence of the sixty-month Committee cap in reasonably subsection (c) construed to that the apply Administrative to him, the Administrative Committee also reasonably determined that Vendura was not entitled to elect a lump-sum distribution at that time. V. For these reasons, the judgment of the District Court is affirmed. - 22 -