William T. Drennen, III v. Exxon Mobil Corporation, 367 S.W.3d 288

Drennen worked for ExxonMobil for over 31 years and rose to a high-level role in Houston, Texas.
He received incentive compensation consisting of restricted stock (73,900 shares) and earnings-bonus units with a restricted period.
The Incentive Programs allowed cancellation of awards for “detrimental activity” as determined by ExxonMobil’s administrative authority.
The programs contained New York choice-of-law clauses but included a foreign-national exception to accommodate local laws.
Drennen retired in 2007 and then accepted a position with Hess; ExxonMobil canceled all his incentive awards for alleged detrimental activity.
The trial court ruled on declaratory-judgment issues and the jury verdict against Drennen; the trial court denied JNOV, and ExxonMobil sought take-nothing relief, which the court granted before this appeal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Are the detrimental-activity provisions covenants not to compete?	Drennen: provisions function as covenants not to compete.	ExxonMobil: provisions are enforceable as noncompetes or under NY law.	Covenants not to compete under both NY and TX law; enforceability depends on applicable state law.
Which state's law governs the enforceability of the provisions?	Choice-of-law clause should be ignored to apply Texas public policy.	New York law should apply per the contracts’ NY choice-of-law clauses.	Texas has a materially greater interest; TX law governs enforceability, overriding NY choice-of-law.
Do Texas public policy and Covenants Not to Compete Act govern enforceability?	TX law requires reasonable time/area/scope limits; provisions fail these tests.	New York employee-choice doctrine could render them enforceable.	Under TX law, the provisions are unenforceable for lack of reasonable restraints; under NY law they could be enforceable, but TX policy prevails.
If a choice of law applies, does employee-choice doctrine affect outcome?	NY doctrine supports enforceability.	TX public policy supersedes NY doctrine in this context.	Even though NY would enforce, TX policy governs; cannot enforce under TX law.

DeSantis v. Wackenhut Corp., 793 S.W.2d 670 (Tex. 1990) (choice-of-law and public-policy considerations in covenants not to compete; Restatement § 187 framework cited)
Marsh USA, Inc. v. Cook, 354 S.W.3d 764 (Tex. 2011) (TX Covenant Not to Compete Act standards; reasonableness required)
Haass v. Peat Marwick Main & Co., 818 S.W.2d 385 (Tex. 1991) (economic-penalty approach to restraints; severeness of penalties matters)
Morris v. Schroder Capital Mgmt. Int’l, 7 N.Y.3d 616 (N.Y. 2006) (employee-choice doctrine; enforceability under NY law when benefits conditioned on noncompete)
Torrington Co. v. Stutzman, 46 S.W.3d 829 (Tex. 2000) (de novo review and standards for enforceability of covenants)