Dietz v. Cypress Semiconductor Corp., 711 F. App'x 478

Dietz was a former Ramtron employee who accepted at-will offers from Cypress after its acquisition of Ramtron; the offer letters omitted a mandatory Design Bonus Plan that would later deduct 10% of pay pending quarterly performance-based payouts.
The Bonus Plan applied only to certain employees on certain launched projects; Cypress delayed deductions for ~9 months and provided trainings, intranet disclosures, and required acknowledgments before project participation.
After a Bonus Plan training, Dietz told his supervisor and Cypress’s general counsel he believed the Plan violated state wage laws and that employees were surprised by its implementation; he characterized the omission as changing the terms of pay.
Soon after, Dietz received a disciplinary memo from his supervisor addressing performance issues; Dietz protested, attempted to invoke a retention policy, and then resigned, claiming constructive discharge.
Dietz filed a Sarbanes-Oxley (18 U.S.C. §1514A) whistleblower claim alleging retaliation for reporting what he reasonably believed was mail/wire fraud; an ALJ and the Administrative Review Board ruled for Dietz and awarded damages and fees; Cypress appealed to the Tenth Circuit.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Dietz’s complaint was protected under SOX §806 because he reasonably believed Cypress committed mail/wire fraud by omitting the Bonus Plan from offer letters	Dietz argued the omission fraudulently induced Ramtron recruits and he reasonably believed it amounted to mail/wire fraud (fraudulent scheme to deprive property)	Cypress argued omission had non-fraudulent explanations (uncertainty which employees would be covered), employees were at-will, had time and disclosures before deductions, and there was no intent to deprive property	Held: Not protected — Dietz could not reasonably have believed Cypress intended to deprive employees of property, so §1514A protection does not apply

Lockheed Martin Corp. v. Admin. Rev. Bd., 717 F.3d 1121 (10th Cir. 2013) (explains SOX reasonable-belief standard and substantial-evidence review)
Lawson v. FMR LLC, 134 S. Ct. 1158 (2014) (legislative purpose of SOX to protect whistleblowers at public companies)
United States v. Welch, 327 F.3d 1081 (10th Cir. 2003) (elements of mail and wire fraud)
Cleveland v. United States, 531 U.S. 12 (2000) (mail fraud requires object of fraud to be property)
Pasquantino v. United States, 544 U.S. 349 (2005) (applies Cleveland’s property focus to related fraud contexts)
Skilling v. United States, 561 U.S. 358 (2010) (limits honest-services fraud to bribery and kickback schemes)
Chevron U.S.A., Inc. v. Natural Res. Def. Council, Inc., 467 U.S. 837 (1984) (framework for administrative deference to agency statutory interpretation)