The U.S. Court of Appeals for the Second Circuit is considering the district court’s decision in Fishoff v. Coty Inc., which held that the Coty Board’s broad discretion under its Long Term Incentive Compensation Plan (LTIP) did not include attributing two different fair market values to its stock for the same day.

Michael Fishoff, the former Chief Financial Officer of Coty Inc., a privately held corporation, was a participant in the company’s LTIP. Upon exercise, the LTIP entitles a participant to a cash payment in an amount equal to the difference between the fair market value of Coty shares underlying the participant’s options and the exercise price.