Lewitton v. ITA Software, Inc.

Filing 133

WRITTEN Opinion entered by the Honorable Robert M. Dow, Jr on 1/24/2011: For the reasons stated below, Plaintiffs motion for modification of the November 30 order 110 is granted in part and denied in part. Consistent with the discussion at the Jan uary 14 hearing and in the exercise of its authority to protect and effectuate its prior rulings (see McCann v. Kerner, 436 F.2d 1342, 1343 (7th Cir. 1971)), the Court clarifies its November 30 order as follows: (1) ITA is required to cashlessly exer cise Lewittons ITA options in the event that the ITA-Google merger closes before the passing of the deadline for theexercise of Lewittons options; and (2) ITA must take formal Board action on any request by Lewitton to use ITA shares instead of cash to either exercise his options or cover his tax withholding obligations upon exercise. In view of the period of time that lapsed while the parties effectuated the clarification to the November 30 order pertaining to Lewittons request for Board action , the Court tolls by five days the 60-day period provided in the November 30 order. Accordingly, the deadline for the exercise of Lewittons options is extended to February 3, 2011. The Court respectfully denies Lewittons motion in all other respects.1 Defendants motion for leave to file a sur-reply 120 is granted. Notices Mailed by Judicial Staff notice(tbk, )