UNITED STATES COURT OF APPEALS April 25, 2025

Christopher M. Wolpert FOR THE TENTH CIRCUIT Clerk of Court _________________________________

LARRY A. LAWSON,

Plaintiff - Appellant,

v. No. 23-3136

SPIRIT AEROSYSTEMS, INC.,

Defendant - Appellee. _________________________________

Appeal from the United States District Court for the District of Kansas (D.C. No. 6:18-CV-01100-EFM) _________________________________ Joseph T. Baio, Willkie Farr & Gallagher LLP, New York, New York (James C. Dugan of Willkie Farr & Gallagher LLP, New York, New York and F. James Robinson, Jr. of Hite, Fanning & Honeyman LLP, Wichita, Kansas, with him on the briefs), for Plaintiff- Appellant. Morgan L. Ratner, Sullivan & Cromwell LLP, Washington, D.C. (Jeffrey B. Wall and Zoe A. Jacoby of Sullivan & Cromwell LLP, Washington, D.C.; Gary L. Ayers and Clayton J. Kaiser of Foulston Siefkin LLP, Wichita, Kansas, with him on the brief), for Defendant-Appellee. _________________________________ Before HOLMES, Chief Judge, BALDOCK, and MATHESON, Circuit Judges. _________________________________ HOLMES, Chief Judge. _________________________________

This contract dispute requires us to predict whether the Kansas Supreme Court would review a non-competition condition precedent to the receipt of future benefits Appellate Case: 23-3136 Document: 81-1 Date Filed: 04/25/2025 Page: 2

under the same reasonableness standard as a traditional non-competition covenant. We draw principal guidance from Kansas common law both as it pertains to non- competition covenants, specifically, and as it defines general background principles, which embrace the policy of freedom of contract. We supplement this guidance with an examination of the general weight and trend of non-Kansas authorities. And viewed in totality, this guidance permits us to confidently predict that the answer is “no”— the Kansas Supreme Court would not review a non-competition condition precedent to the receipt of future benefits under the same reasonableness standard as a traditional non-competition covenant. Consequently, we (1) affirm the district court’s judgment for Defendant-Appellee Spirit Aerosystems, Inc. (“Spirit”); and (2) decline Plaintiff-Appellant Larry Lawson’s invitation to certify the question to the Kansas Supreme Court.

After the following summary, our opinion proceeds in four parts. First, we state the facts. Second, we recount this matter’s procedural history. Third, we address the legal issues that resolve this case: (1) the scope of Kansas’s reasonableness test for non-competition covenants; (2) Mr. Lawson’s motion to certify; and (3) the district court’s severability analysis. The fourth section concludes.

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After several years as CEO of Spirit, Larry Lawson was ready to retire. But Mr. Lawson had a problem: some of his compensation was tied up in unvested long- term incentive stock awards. Those awards were not immediately monetizable: Spirit

2 Appellate Case: 23-3136 Document: 81-1 Date Filed: 04/25/2025 Page: 3

was only obliged to deliver the value of Mr. Lawson’s shares upon their vestiture, typically years after their initial award. And Mr. Lawson’s employment agreement provided that his retirement would cancel the vestiture of several hundred thousand awarded but unvested shares.

To resolve this dilemma, Mr. Lawson struck a bargain with Spirit. The parties memorialized their