By this ruling, the Court states that, unless express provision is made to the contrary, the potential rights which the employee may hold under stock options are not affected by the settlement managing the consequences of the dismissal.
This is confirmation of a ruling dated 8 December 2009. In that case also, the interpretation was made very strictly (Cass. soc., 8th December 2009, n°08- 41.554)
It is difficult however to make sense of this. The Court indeed seems to have adopted divergent positions:
- In some cases, such as in the case of stock options but also in the context of noncompetition clauses, the Court requires that the waiver is expressly provided. (See, in this regard: Cass. soc., 12th October 1999, n°93- 43.020; Cass. soc., 18th January 2012, n°10- 14.974) and non-discrimination clause (Cass. soc., 24th April 2013, n°11-15.204 ; Cass. soc., 2nd December 2009, n°08-41.665);
- In other cases, it grants full effect to a general waiver clause, for example with regard to indemnification of a loss of salary and compensation of the notice period (Cass. soc., 5th November 2014, n°13-18.984)
One lesson should be drawn from this fluctuating case-law: legal certainty requires exhaustive drafting.