SUMMARY ORDER
Appellant Stanley Welland appeals from the December 24, 2003 judgment of the United States District Court for the Southern District of New York (Naomi Reice Buchwald, Judge) granting defendants’ motion for summary judgment in its entirety. He also appeals from the district court’s September 28, 2001 discovery ruling, in which it held that certain Citigroup documents were protected by the attorney-client privilege. Familiarity with the facts and procedural background is assumed. We affirm.
On appeal, Welland argues that summary judgment was improper because the district court erred by (1) misinterpreting the Restricted Stock Agreement (“RSA”); (2) applying an arbitrary and capricious standard in reviewing the decision to forfeit Welland’s stock options; and (3) refusing to find that the forfeiture constituted a breach of the implied covenant of good faith and fair dealing.
Welland’s first argument has no merit under the New York law of at-will employment. By remaining in employment following Citigroup’s revision of the RSA, Welland assented to its modified terms, including the provision allowing for forfeiture of his restricted stock upon termination for any reason. See Phansalkar v. Andersen Weinroth & Co., No. 00 Civ. 7872,
As to Welland’s second argument, we find that the district court properly reviewed the decision to forfeit Welland’s stock options under an arbitrary and capricious standard, especially in light of the full authority given to the Compensation Committee under the terms of the governing agreements and incentive plans. See Gehrhardt v. Gen. Motors Corp.,
Welland’s third argument is likewise without merit. His forfeited stock options were not earned compensation, see Int’l Bus. Mach. Corp. v. Martson,
Finally, we find no abuse of discretion in the district court’s conclusion that Citigroup had not waived its attorney-client privilege as to the disputed interview notes.