Full opinion text
AMENDED OPINION AND ORDER SCHEINDLIN, District Judge. TABLE OF CONTENTS I. INTRODUCTION.........................................................152 II. FINDINGS OF FACT rH rH at t — i 1. Replacement Benefits Plan............................. rH a. Adoption of an RBP....... tH the Draft Plan and the Signed Plan rH c. 1990 Amendment to the RBP....................... rH 2. Supplemental Benefits Agreement....................... rH rH Conduct...................... r-H rH 1. Estoppel Effect of Aramony’s Conviction................. rH Aramony’s Misconduct Before September 1989 . r — i Press and UWA Investigation of Misconduct................. rH Awareness of Aramony’s Misconduct tH Expenditures as Business Expenses ... i — I a. UWA’s Review of Aramony’s Expense Reports........ tH b. The January 24,1990 Anonymous Letter............. i — I c. Interim Reports................. 1 — I Purchase of the Merlo Annuity...................... rH 3. The Purchase of the Florida Condominium ............... rH Government Investigations................................. i — I i — I in Revenues...................... rH III. ARAMONY’S CLAIMS........................... iO CO rH A. Counts One and Two for Benefits Under the RBP CO CO rH 1. Forfeiture of Benefits Under the RBP...... CO CO rH a. Paulaehak’s Implied Authority......... CO CO rH b. Ambiguity in the Signed Plan....................................167 c. Conclusion.....................................................168 2. Amount of Aramony’s Benefits Under the RBP ........................168 a. Offsetting the Effect of the Tax Reform Act .......................169 b. Offsetting the Effect of § 401(a)(17)...............................169 3. Summary of Aramony’s Claims for Benefits Under the RBP.............171 Counts Five and Six Seeking Benefits Under the SBA......................171 pq 1. Forfeitability......................................................171 2. Waiver............................................................171 3. Conclusion ........................................................172 C. Count Seven for Breach of Employment Agreement........................172 D. Count Eight for Breach of Agreement to Reimburse Fees and Costs .........173 E. Count Ten for Unjust Enrichment.......................................173 F. Count Twelve for Breach of Duty of Good Faith and Fair Dealing............173 G. Count Thirteen for Reformation of Agreements............................173 H. Prejudgment Interest..................................................173 I. Attorneys’Fees ............. 174 J. Summary of Aramony’s Claims..........................................175 IV. UWA’s COUNTERCLAIMS ................................................175 A. Count Four for Breach of Common Law Fiduciary Duty....................175 1. Liability ..........................................................175 2. Damages..........................................................176 a. Recovery of Aramony’s Salary...................................176 b. Recovery of Consequential Damages..............................176 i. Lost Dues................................................177 a) Reduction in Dues Percentage............................177 b) Reduction in Funds Raised ..............................178 ii. Costs Associated With the Locals’ Dissatisfaction With UWA..................................................178 iii. Legal Fees and Costs......................................179 iv. IGI Investigative Fees.....................................180 v. Accountants’ Fees.........................................180 vi. Media Relations Services & Videotape Production.............180 vii. Cost of UWA’s Presidential Search..........................181 viii. Travel Costs..............................................181 Count Five for Breach of Fiduciary Duty of Loyalty Under New York B. Not-for-Profit Law..................................................181 Count Two for Breach of Employment Agreement.........................181 C. 1. Liability ..........................................................181 2. Damages..........................................................181 Count Three for Breach of Covenant of Good Faith and Fair Dealing.........182 D. Prejudgment Interest..................................................182 E. Punitive Damages .....................................................182 F. 1. Legal Standard....................................................182 2. Award of Punitive Damages.........................................184 V. CONCLUSION............................................................184 I. INTRODUCTION William Aramony, the President and Chief Executive Officer of the United Way of America (“UWA”) for twenty-two years, was fired in 1992, after an investigation revealed that he had violated his office by engaging in fraudulent, dishonest and criminal conduct. His motive for these crimes is apparent — his personal enjoyment and financial benefit. In addition to losing his job, he was convicted of various crimes and sentenced to seven years in jail, a term he is now serving. He will not be released from jail until he is 75 years old. Despite the fact that he is now a convicted felon, he does not lose the right to sue and seek compensation in the courts of law. Ara-mony claims that he is contractually entitled to certain pension benefits and salary from his former employer. He also claims that he is entitled to reimbursement for legal expenses incurred in an effort to settle these claims with UWA following his termination. Aramony asserts that UWA owes him a total of $7.2 million, including pre-judgment interest and attorneys’ fees and costs. UWA denies any liability. UWA, in turn, has counterclaimed against Aramony, alleging that he breached both his fiduciary duty to UWA and his employment contract. UWA claims it is entitled to $2.1 million as reimbursement for the compensation that it paid Aramony during the period of his disloyalty and to consequential damages of between $16 million and $37 million, which it allegedly suffered as a result of his misconduct. In addition, UWA seeks an award of punitive damages if UWA’s proven actual damages do not completely offset any amount that is owed to Aramony. In response, Aramony asserts that UWA has waived its claims and defenses against him by supporting him at a time when it was fully aware of his criminal conduct. Aramony also asserts that UWA’s damages fail for lack of proximate cause and because they are speculative. In the course of this lengthy Opinion, I conclude that UWA owes Aramony certain monies, and that Aramony owes certain monies to UWA I am concerned, however, that a simple but important principle may be overlooked in the plethora of details that follow. A felon, no matter how despised, does not lose his right to enforce a contract. On the other hand, his recovery of any contractual benefit does not diminish the seriousness of his criminal conduct, for which he is being severely punished. It is important that the many good people who are contributors to the United Way of America understand these important principles of our system of justice. This action was tried to the Court on September 17, 18, 23, 24 and 28, 1998. The following constitutes the Court’s findings of fact and conclusions of law. II. FINDINGS OF FACT A. The Parties UWA is a non-profit corporation organized under the laws of New York and having its principal place of business in Alexandria, Virginia. Joint Pre-Trial Order (“JPTO”) at ¶5^). UWA is governed by a volunteer Board of Governors and a full-time President and Chief Executive Officer (“CEO”). Id. The Executive Committee of UWA’s Board of Governors (“Executive Committee”) is a sub-committee of the Board of Governors that is authorized to adopt pension plans and executive compensation arrangements on behalf of UWA. Id. at ¶ 5(k). Aramony served as UWA’s President and CEO from 1970 until March 16,1992. Id. at ¶ 5(b). B. The Agreements at Issue 1. Replacement Benefits Plan On February 27,1984, the Executive Committee voted to adopt a non-qualified pension plan (“Replacement Benefit Plan” or “RBP”), which was intended to replace benefits that could not be paid under UWA’s qualified defined benefit pension plan as a result of limitations imposed by the Internal Revenue Code (“I.R.C.”). JPTO at ¶ 5(1). UWA’s highly paid executives, including Aramony, whose qualified pension benefits were likely to be affected by the I.R.C. restrictions were eligible for this Replacement Benefit Plan. Id. The parties dispute which of two versions of the RBP is controlling. The version favored by UWA is a draft plan that was distributed at the February 27, 1984 Executive Committee meeting at which the RBP was approved (“Draft Plan”). See Defendant’s Exhibit (“Def.’s Ex.”) G. The plan document favored by Aramony was generated by the contracts department of Mutual of America Life Insurance Co. (“Mutual”) in May 1985 and signed by Stephen Paulachak on behalf of UWA on May 16, 1985 (“Signed Plan”). See Plaintiffs Exhibit (“Pl.’s Ex.”) 1. At that time, Paulachak was a Senior Vice President of UWA and was the person principally responsible for handling UWA’s pension plans and executive compensation arrangements. JPTO at ¶ 5(e). On May 6, 1985, UWA and Mutual signed a group annuity contract, in which UWA agreed to pay Mutual the funds necessary to satisfy the benefits promised under the RBP. See Pl.’s Ex. 34. The annuity contract provided that Mutual would “make periodic estimates, in accordance with accepted actuarial principles, of the amount of [UWA’s] contributions appropriate to fund the Plan.” Id. at § 1.2. Upon receipt, contributions were allocated to a single interest-bearing funding account. Id. at §§ 2.1, 2.2. Retirement benefits were to be paid from the funding account in the form of either a lump sum or a monthly annuity. Id. at § 2.3. a. The Executive Committee’s Adoption of an RBP The general practice at UWA was for the Executive Committee to adopt the concept of a pension plan, but not to decide the details of the plan, which were then to be worked out by Paulachak and Mutual. For example, in 1989, UWA’s Executive Committee voted to set a maximum interest rate at which RBP benefits would be calculated. After UWA’s Executive Committee approved the concept of such a plan, Paulachak was directed to work out the details and develop a plan document with Mutual. Testimony of Stephen Paulachak, UWA’s former Chief Financial Officer (“CFO”) and Senior Vice President, dated September 23, 1998 (“Paulachak Tr.”), 429, 445. The Executive Committee followed this procedure in approving an RBP at its February 27,1984, meeting. Paulachak distributed an agenda at the meeting setting forth the basic principles of the RBP, as well as the general features of other pension-related plans which were approved at the same meeting. See Def.’s Ex. E. Attached to the agenda was a sample plan document, which was not in the form of a final plan document. See Paulachak Tr. at 413. The Draft Plan (1) had blanks in which to write such terms as the effective date and the governing law; (2) set forth various options for determining eligibility and calculating benefits without indicating which options were controlling; and (3) lacked a signature, or even a signature line. See Def.’s Ex. E. In his agenda, Paulachak explained the purposes of the RBP: (1) to restore the pension benefit lost under the Qualified Plan due to the restrictions imposed by I.R.C. § 415; and (2) to restore the pension benefit lost as a result of Rev. Rui. 80-359, which excluded deferred compensation from the definition of compensation under UWA’s qualified plan. See Def.’s Ex. E at 2. The agenda did not mention the forfeitability of benefits, nor any other details of the proposed pension plan. The agenda’s reference to an RBP concluded with a recommendation that the Board “authorize United Way of America to establish a Replacement Benefit Plan, with a Plan commencement date of April 1,1984, as outlined under [the attached Draft Plan].” Def.’s Ex. E at 3. The minutes of the meeting show that the Executive Committee followed Paulachak’s recommendation and authorized UWA to establish an RBP. See Pl.’s Ex. 2. Consistent with its usual practice, the Committee expected that Paulachak would work out the specific terms of the plan with Mutual. See Deposition of Robert A. Beck, former Chairman of UWA’s Board of Governors, dated October 8, 1996 (“Beck Dep.”), at 22 (in approving the RBP, “the Board and/or the Executive Committee would get into enough detail to understand what was being proposed but certainly not into the drafting phase or — or the real detail particulars of the plan.... [Those details] would be [left to] the employee benefit people who are our advisors.”). Paulachak then informed Mutual that the Board had approved an RBP and requested that Mutual create a final plan document. See Paulachak Tr. at 413. For reasons that are not entirely clear, Mutual did not provide Paulachak with a final plan document until May 1985. See Paulachak Tr. at 415. On May 16, 1985, Paulachak signed Mutual’s plan document on UWA’s behalf. See PL’s Ex. 1. b. Differences Between the Draft Plan and the Signed Plan Though the provisions of the Signed Plan are nearly identical to those of the Draft Plan that Paulaehak presented to the Executive Committee, the plan documents differ in two important respects. First, Article V of the Signed Plan, entitled “Contributions and Benefits,” sets forth formulae that calculate pension benefits based on the effect of various I.R.C. limitations on the participants’ defined contribution plan, see Pl.’s Ex. 1, while Article V of the Draft Plan, entitled “Benefits,” contains formulae which compensate for benefits lost under the participant’s defined benefit plan. See Def.’s Ex. E. This ' difference is important because UWA’s qualified pension plan was a defined benefit plan, and UWA had no defined contribution plan. See Paulaehak Tr. at 396. The second difference between the Draft Plan and the Signed Plan concerns plan for-feitability. Article TV of the Draft Plan provides as follows: . • Section 4-01. The right to the payment of any amount provided under this Plan shall be subject to forfeiture upon the commission of a prohibited act by the Participant. A prohibited act shall be the commission of a fraud, embezzlement or other felony involving the Employer for which the Participant has been convicted in a Court of competent jurisdiction. Section 4-02. Except as may be provided in Section 4.01, the Participants rights under this Plan shall become nonforfeitable upon termination of employment. Def.’s Ex. E. at 4 (emphasis added). The Signed Plan, in contrast, does not provide for the forfeiture of benefits. Rather, Article TV of the Signed Plan provides, in its entirety, that “[t]he Participant’s rights under this Plan shall become non-forfeitable upon termination of employment.” Pl.’s Ex. 1 at 3. c. 1990 Amendment to the RBP By resolution dated September 12, 1990, UWA’s Executive Committee amended the RBP to add a component which would replace benefits lost under UWA’s qualified benefit plan as a result of a change in the benefit formula that was mandated by the Social Security integration rules of the Tax Reform Act of 1986 (“TRA”). See Pl.’s Ex. 30; Tr. at 338. However, no plan document incorporating the 1990 Amendment was ever generated. 2. Supplemental Benefits Agreement On October 12, 1984, Aramony and UWA entered into a Supplemental Retirement Benefits Agreement (“SBA”), with a term from January 1, 1985 to December 31, 1988. See Pl.’s Ex. 63. By its terms, the SBA promised a benefit at retirement equal to the balance of a hypothetical account to which UWA had contributed $2,083.33 per month and, at its option, invested in such manner as UWA determined. See id. The SBA does not contain any provision that would preclude or mandate the forfeiture of a participant’s pension benefits. See Aramony v. United Way of America, 96 Civ. 3962, 1997 WL 732447, at *7 (S.D.N.Y. Nov. 24, 1997) (“Ara-mony 7”). The SBA was amended in 1988 to cover the additional period beginning January 1, 1989 through July 31, 1993. See Pl.’s Ex. 64. The parties agree that unless he forfeited his SBA benefits in whole or in part, Aramony was entitled to receive a lump sum payment of $308,757.39 on or about March 16, 1992. See JPTO at ¶ 5(j). 3. Employment Agreement Aramony and UWA entered into an employment agreement on September 12, 1988 for the term January 1, 1989 through July 31, 1993 (“Employment Agreement”). See Pl.’s Ex. 65. Paragraph 2 of the Employment Agreement, entitled “Duties,” provides, in part, that “Aramony agrees to serve the Corporation faithfully and to the best of his ability.” JPTO at f 2. Aramony’s base salary (including deferred compensation) for the period from 1986 through 1992 was as follows: YEAR BASE SALARY 1986 $275,000 1987 $300,000 1988 $320,000 1989 $345,000 1990 $365,000 1991 $390,000 1992 $390,000 See id. at ¶5((1). This compensation was approved annually by the Executive Committee, which was advised by outside consultants. See id. at ¶ 5(xx). UWA has not paid Aramony’s salary since March 16, 1992, the date his employment was terminated. C. The Parties’ Post-Termination Conduct In early March 1992, Aramony and UWA began negotiations to resolve all outstanding-issues. See id. at ¶ 5(ff). On the recommendation of UWA’s attorneys at Verner, Liip-fert, Bernhard (“Verner Liipfert”), Aramony retained Thomas H. Boggs, Jr. of the firm Patton, Boggs & Blow to represent him in the negotiations. See id.; Testimony of William Aramony, dated Sept. 17, 1998 (“Aramo-ny Tr.”) at 184-85, 272-74. In these negotiations, Aramony sought payment of the amounts allegedly due him under UWA’s non-qualified pension plans. See JPTO at ¶ 5(ff). In May 1992, the parties agreed to a mechanism intended to help bring these matters to a negotiated conclusion (the “Panel Process”). Id. No settlement agreement was ever signed. Id. at ¶ 5(gg). Aramony claims that John Akers, Chair of UWA’s Board of Directors, promised that UWA would pay the legal fees he incurred during these post-termination negotiations and attempted mediation. See Aramony Tr. at 184-85. Akers, however, has no recollection of making such a promise. See Akers Tr. at 224. On March 6, 1992, Boggs sent Aramony a retainer agreement which provided that UWA would be responsible for Aramony’s legal expenses. See Def.’s Ex. Y at 1. Below Boggs’ signature at the end of the letter are two signature lines, one for Aramony and one for UWA. Id. at 3. UWA did not sign the retainer agreement, nor did it agree to cover Aramony’s legal fees in any subsequent correspondence. Indeed, the only mention of the attorneys’ fees issue by UWA’s counsel was made in a letter to Boggs, dated September 3, 1992, which states that “a commitment of indemnification [by UWA] is impossible at this time.” Def.’s Ex. D2. Based on the preponderance of the credible evidence, I find that neither Akers nor any other UWA officer or director promised Aramony that UWA would pay for any of his legal fees. D. Aramony’s Criminal Conduct In September 1994, a federal grand jury sitting in the Eastern District of Virginia returned an indictment against Aramony, Paulachak, Thomas Merlo and Partnership Umbrella, Inc. (‘TUI”) one of the so-called “spin-off’ entities. See Def.’s Ex. L (Re-daeted Indictment). The charges involving PUI were ultimately dismissed on motion of the United States. See JPTO at ¶ 5(ii). On June 22, 1995, judgments of conviction were entered against Aramony, Merlo, and Paulachak. See Def.’s Ex. M. The convictions were based on a redacted version of the original indictment, which .had been modified to reflect dismissal of the PUI counts. See. Def.’s Ex. L. Aramony was convicted on Count One of the Redacted Indictment, which alleged a violation of 18 U.S.C. § 371, entitled “Conspiracy.” See Def.’s Exs. L, M. Aramony was also convicted on Counts Two and Four through Eight of the Redacted Indictment, alleging violations of 18 U.S.C. § 1341, and entitled “Frauds and swindles.” See id. Aramony was further convicted on Count Three of the Redacted Indictment, alleging a violation of 18 U.S.C. § 1343, entitled “Fraud by wire, radio, or television.” Id. Finally, he was convicted on Counts Eleven and Thirteen through Nineteen of the Redacted Indictment, alleging violations of 18 U.S.C. § 2314, entitled “Transportation of stolen goods, securities, moneys, fraudulent State tax stamps, or articles used in counterfeiting.” Id. at ¶ 5(mm). On July 17, 1996, the Court of Appeals for the Fourth Circuit vacated Aramony’s conviction on two counts of interstate transportation of fraudulently acquired property in violation of 18 U.S.C. § 1957, thereby vacating the $552,188.97 criminal forfeiture order predicated on those counts, and remanded to the Eastern District of Virginia for resen-tencing. See United States v. Aramony, 88 F.3d 1369, 1387 (4th Cir.1996). The Supreme Court denied Aramony’s petition for certiorari on May 27, 1997. See Aramony v. United States, — U.S. -, 117 S.Ct. 1842, 137 L.Ed.2d 1046 (1997). On remand, the Eastern District of Virginia adjusted Aramo-ny’s sentence upward, and again imposed a seven year sentence which he is currently serving at the federal prison camp at Seymour Johnson Air Force Base in Goldsboro, North Carolina. In addition, the district court imposed a $300,000 criminal fine and a $1,150 special assessment in lieu of the criminal forfeiture. See Judgment of April 25, 1997 (United States v. William Aramony), E.D.Va., No. T.94CR00373-001 at JA0392 and JA0394. This sentence is now on appeal. 1. Estoppel Effect of Aramony’s Conviction UWA claims that because Aramony was convicted of various crimes which victimized the company, he is estopped from denying that he engaged in the misconduct underlying his convictions. Because Aramony’s conviction conclusively determines certain facts, it is necessary to determine the precise scope of the estoppel. As a result of his six mail fraud convictions and one wire fraud conviction, Aramony is estopped from denying that on at least seven occasions between September 1989 and May 1990, he knowingly devised or participated in a scheme or artifice to defraud UWA or to obtain money or property from UWA by means of false or fraudulent pretenses, representations, or promises, and that he specifically intended to defraud UWA on each occasion. See Aramony v. United Way of America, 96 Civ. 3962, 1998 WL 205331, at *7 (S.D.N.Y. Apr. 27, 1998) (“Aramony II”). Additionally, as a result of his convictions on eight counts of interstate transportation of fraudulently obtained property, Aramony is estopped from denying that he transported money or property that he knew had been taken from UWA by means of misrepresentations or deceit or aided and abetted such conduct. See id. Based on the facts alleged in the Redacted Indictment, I specifically find that Aramony improperly billed UWA for personal expenses, including (1) personal trips to Gaines-ville, Florida (Count Two); (2) personal hotel accommodations (Counts Five and Six); (3) personal car rentals (Counts Seven and Sixteen through Nineteen); (4) his girlfriend’s travel expenses (Count Eight); (5) a personal, overseas vacation (Count Three); and (6) the furnishing of a Florida condominium (Counts Four and Thirteen). I further find that this billing of personal expenditures spanned the period from September 1989 until December 1991. In addition, I find that Aramony fraudulently caused UWA to expend $375,000 to purchase an annuity for Merlo in April 1990 (Count Fourteen), and to expend $125,000 to purchase a Florida condominium in April 1990 (Count Fifteen). Finally, I find that Aramony fraudulently caused UWA to expend $5,000 as a payment to Merlo for services that he had not performed (Count Eleven). Accordingly, Aramony’s criminal conduct, which occurred between September 1989 and December 1991, can be reduced to the following four categories: (1) charging of personal expenditures as business expense; (2) the purchase of the $375,000 Merlo annuity; (3) the purchase of the Florida condominium; and (4) the $5,000 payment to Merlo. 2. Evidence of Aramony’s Misconduct Before September 1989 UWA introduced the testimony of two witnesses who testified at Aramony’s criminal trial: Rita Duncan and Laura Gorme. Duncan worked as Aramony’s assistant between September 1982 and September 1989, during which time she was responsible for planning his daily schedule and for preparing his expense reports. See Testimony of Rita K. Duncan, dated March 13, 1995 (“Duncan Tr.”), at 1049-51, 1062. In 1984, UWA hired Laura Shifflett (now Laura Gorme), who assisted Duncan in preparing Aramony’s expense reports until Duncan left UWA, at which time Shifflett became solely responsible for the expense reports. See id. at 1062; Testimony of Laura Gorme, dated March 14, 1995 (“Gorme Tr.”), at 1295-96. While he was traveling, Aramony called his office nightly to report each day’s expenditures and when he returned to the office, Aramony provided Duncan and Shifflett with a folder of receipts. See Duncan Tr. at 1061-62. Duncan and Shifflett then prepared Ara-mony’s expense reports by comparing Ara-mony’s claimed expenses with his calendar. See id. at 1062-63. UWA’s expense report forms required that details be provided for each expense, including the date and place of the expense, the names of those entertained and the business purpose. See, e.g., Def.’s Exs. U, W. The expense reports also required that each expense be assigned a descriptive code; for example, UWA had codes for “local United Way travel,” “large conferences,” “general administration,” and “miscellaneous.” See id.; Duncan Tr. at 1063. Aramony regularly provided receipts for expenditures which his assistants knew to be personal in nature. Duncan and Shifflett improperly coded these charges as business expenses, typically using the code for “local United Way” or “general administration,” so that Aramony would be reimbursed for these expenditures, which included personal airline travel, car rentals, hotel bills, and meals. See Duncan Tr. at 1064-65; Gorme Tr. at 1308. To further conceal the nature of Ara-mony’s personal dinner charges, Aramony’s assistants wrote in the names of UWA-affiliated personnel as dinner companions, using as many as four names, depending on the amount of the charge. Duncan Tr. at 1066-69; Gorme Tr. at 1308-09. Such “creative coding” occurred on a monthly basis from 1982 through at least September 1989. See Duncan Tr. at 1064-65; Gorme Tr. at 1308. While Aramony does not dispute that some of his expenses were miscoded, he denies that he knew it was occurring. His denial is disingenuous. In the first place, it was Ara-mony who called in the expenses and provided Duncan and Shifflett with receipts which he knew covered personal expenditures. In addition, Aramony often falsified his meal receipts himself by including the names of business associates with whom he had not dined. See Duncan Tr. at 1079. Furthermore, Aramony occasionally reviewed the falsified expense reports before they were submitted to UWA, but never once informed Duncan or Shifflett that they had improperly included a personal expense. See Duncan Tr. at 1081; Gorme Tr. at 1311. Finally, Duncan credibly testified concerning one occasion on which she asked Aramony how she could possibly assign a business code to a receipt for two bottles of champagne that Aramony had purchased with his girlfriend; Aramony curtly responded, “just code it, that’s your job, do it.” Duncan Tr. at 1078. Based on the evidence presented at trial, I find that between 1982 and September 1989, Aramony, through his assistants, regularly miscoded personal expenditures as business expenses, for the purpose of obtaining reimbursement from UWA. E. Press and UWA Investigation of Misconduct In November or December 1991, UWA learned that newspaper reporters had contacted UWA employees seeking information about Aramony and UWA. See Testimony of Lisle C. Carter, Jr., UWA’s former General Counsel (“Carter Tr.”) at 1803; Aramony Tr. at 170; Akers Tr. at 220-21. The reporters’ questions concerned Aramony’s lifestyle, particularly his high salary and his use of the Concorde and chauffeured cars on UWA business, the relationship between UWA and its “spin-off’ companies, and Aramony’s hiring of Merlo as UWA’s CFO. Aramony Tr. at 171; Testimony of Kathryn Baerwald, UWA’s former General Counsel (“Baerwald Tr.”), at 453-54. Upon learning of these inquiries, UWA retained the public relations firm of Hill & Knowlton to advise it in formulating a strategy for minimizing the impact these allegations would have on the public. See Carter Tr. at 1843; Aramony Tr. at 112-13; Baerwald Tr. at 469. In December 1991, Carter retained the Investigative Group, Incorporated (“IGI”) to investigate the issues raised by the press. See Carter Tr. at 1843; Akers Tr. at 220-21; Baerwald Tr. at 453-54. IGI was to prepare an internal report for UWA’s Board of Governors. See Carter Tr. at 1843-44; Akers Tr. at 220-21. Then, in January 1992, UWA retained the law firm of Verner Liipfert to broaden the scope of IGI’s investigation. See Baerwald Tr. at 458-59. A joint Verner Liipfert-IGI report was presented to UWA’s Board and released to the public on April 2, 1992. See Def.’s Ex. O. Sometime thereafter, UWA retained Coopers & Lybrand, a national accounting firm, to perform an audit of the expenses that were discussed in the IGI report. Baerwald Tr. at 469. The accounting firm then audited the records of the spin-off corporations and Aramony’s and Merlo’s expense reports. See Baerwald Tr. at 469, 476-77. UWA later hired Smith & Haroff, another media consulting firm, to provide its senior officials with advice and media training in anticipation of inquiries that would inevitably come if Aramony were indicted. See Testimony of Charles Kolb, UWA’s former General Counsel (“Kolb Tr.”), at 557-8. UWA paid Smith & Haroff $4,950 for these services. See Def.’s Ex. C3. In response to the indictments of Aramo-ny, Paulachak, Merlo, and PUI, UWA produced a videotape discussing the indictment, which was disseminated to the local United Ways. Kolb Tr. at 559-60. UWA paid $4,788 for the production of this videotape. See Def.’s Ex. X3. Initially, IGI’s investigation was to address the issues raised by the press. See Baerwald Tr. at 455. By January 1992, the IGI investigation was focused on Merlo’s financial dealings and his employment at UWA. Less central issues included Aramony’s reimbursement of personal expenses and the management of the spin-off companies. Id. at 456. Then, in February 1992, the joint Verner Liipfert-IGI investigation focused more closely on Aramony and his expenditures, as well as his alleged transfer of monies between two spin-offs. See id. at 459. By the end of February 1992, the IGI investigation centered on Aramony’s charging of personal expenses to UWA. See id. at 460. The April 2, 1992 Verner Liipfert-IGI report, which UWA’s Board released to the public, described a wide range of improprieties at UWA. The report found that the management and operations of UWA were “handled with an unacceptable degree of informality and deference to the desires of its two principal officers [Aramony and Merlo].” Def.’s Ex. 0 at 2. The report analyzed ten specific areas of concern: (1) the proliferation of spin-off organizations, concluding that the spin-offs were insufficiently accountable to UWA and that some had engaged in improper financial transactions, see id. at 7-34; (2) UWA’s payment of unjustified consulting fees to three individuals who had a close relationship with Aramony. see id. at 34-35; (3) Aramony’s and Merlo’s travel expenditures which included an undetermined number of personal charges billed to United Way, in addition to their use of first-class travel and limousine services, see id. at 36-40; (4) the insufficiency of financial controls at UWA which allowed Aramony, Merlo and Paulac-hak to make payments to “various individuals” for “questionable purposes.” see id. at 40-41; (5) UWA’s procedure for setting executive compensation, see id. at 41-43; (6) UWA’s qualified and non-quahfied pension plans were adopted without sufficient expertise or oversight, see id. at 43-47; (7) UWA’s lack of sufficient documentation concerning the nature or status of an unidentified restricted grant, see id. at 47; (8) the adequacy of UWA’s controls and procedures as custodian of certain federal grant monies, see id. at 47-48; (9) allegations that Aramony had made sexual advances to UWA employees. see id. at 48; and (10) recommended changes to the structure and role of UWA’s Board of Governors, see id. at 48-52. F. The Executive Committee’s Awareness of Aramony’s Misconduct On February 3, 1992, IGI provided the Chairman of the Executive Committee, La-Salle Leffall, with a copy of an interim report. That same day, UWA’s Executive Committee met by conference call to discuss the report. Based on the information that was then available, the Executive Committee took a unanimous vote of confidence in William Aramony. See Pl.’s Exs. 107, 109. Later in February, Berl Bernhard, UWA’s outside counsel, scripted the following public relations effort. Aramony was to read a letter of resignation to the Executive Committee, which would reject his resignation and would instead issue a second vote of confidence. See Aramony Tr. at 178-79. Bernhard drafted Aramony’s letter of resignation, which was signed by Aramony, and Bernhard read the letter to the members of the Executive Committee during a February 26, 1992 conference call. See id. at 180-82. Bernhard also read to the Committee members a letter which he had drafted for Leffall, which rejected Aramony’s resignation offer. See id.; Pl.’s Ex. 162. That letter, which was addressed to Aramony, requested that he remain in place during the transition to a new President and CEO. See id. The letter concluded by praising Aramony’s contributions to UWA and stating that the Executive Committee had reaffirmed its vote of confidence in him. Id. After hearing the two letters, the Executive Committee discussed the matter, approved the Leffall letter, and reaffirmed its vote of confidence in Aramony. See Aramony Tr. at 179-181. Aramony contends that by the time that UWA’s Executive Committee gave him the two votes of confidence and rejected his letter of resignation, its members were aware of his misconduct and thus waived their right to terminate him or to recover damages for that conduct. In particular, Aramony contends that UWA knew that he had miscoded personal expenditures as business expenses, that he had arranged for Merlo to receive a $375,-000 annuity, and that he had caused Voluntary Initiatives/America (“VIA”), a Florida non-profit corporation established in 1990 to distribute the William Aramony Voluntarism in America funds, to spend $125,000 on a condominium in Florida. 1. Miscoding Personal Expenditures as Business Expenses a.UWA’s Review of Aramony’s Expense Reports There is a complete absence of credible evidence that either UWA’s Audit Committee, or any other UWA personnel who reviewed Aramony’s expense reports, knew that Aramony had charged personal expenses to UWA. Rather, the deliberate mis-coding of Aramony’s personal expenditures and the inclusion of fictitious dinner companions made the expenditures appear, on their face, to be legitimate business expenses. See Testimony of Gregory Walthall, UWA’s former Controller (“Walthall Tr.”), at 1439; Gorme Tr. at 1338; Def.’s Ex. U, W. b.The January 21, 1990 Anonymous Letter On January 24, 1990, a number of members of the Executive Committee received an anonymous letter accusing Aramony of various improprieties. See Carter Tr. at 1796. Specifically, the letter alleged: (1) that Ara- • mony had been involved in affairs with two sisters — one of whom was a teenager; (2) that he had paid money to keep the sisters’ family quiet; and (3) that Aramony’s ownership of PUI, one of UWA’s spin-offs, together with other UWA officers, was improper. See Pl.’s Ex. 75. The letter did not mention Aramony’s charging of personal expenses to UWA, nor any of the other misconduct that is at issue in this case. Id. In short, the anonymous letter did not alert the Board to Aramony’s “creative coding.” c.IGI’s Briefings and Interim Reports On two different occasions in mid- to late January 1992, IGI investigators met with Baerwald and Leffall to update them on IGI’s progress. See Baerwald Tr. at 480-503; Pl.’s Exs. 199, 200. At the first meeting, IGI investigators informed Baerwald and Leffall that they had questions concerning Aramony’s reimbursement of personal expenditures. Id. at 479. At the later meeting, IGI specifically discussed the issue of Aramo-ny’s trips to Worcester, Massachusetts, Miami, Las Vegas, and Boston. Id. at 486-87, 489-92. At that time, however, the IGI investigation was ongoing, and the investigators reported that the expenditures issue required further investigation. See Baerwald Tr. at 503. Then, on February 3, 1992, IGI provided UWA’s Executive Committee with an interim report on its ongoing investigation. IGI’s tentative findings were summarized as follows: Based on the investigation to date, IGI found no examples of explicit misappropriation by Mr. Aramony of corporate assets. However, IGI did identify several areas in which Mr. Aramony apparently received direct and indirect benefits due to inadequate procedures and systems. PL’s Ex. 177 at 3 (emphasis added). Specifically addressing allegations that Aramony misused UWA credit cards, personnel, and other resources, the report states that [biased on a review of documents and interviews, IGI identified instances in which UWA apparently paid for Mr. Aramony’s personal expenses that remain to be reimbursed. In other instances Mr. Aramony and his office were diligent in reimbursing UWA for certain personal expenditures. IGI identified apparently inadvertent procedural omissions in the President’s office and in the Finance Department that allowed some personal expenditures to go unreimbursed.... The failure to distinguish between Mr. Aramony’s personal and UWA corporate finances has created the appearance and in some cases the reality, that UWA is underwriting Mr. Aramo-ny’s personal expenses. Id. (emphasis added). The report then recommended a retroactive audit be conducted “to allow Mr. Aramony the opportunity to reimburse UWA for any personal expenses paid in error by UWA.” Id. A second interim report, dated February 13, 1992, contained language nearly identical to that of the February 3 report. See Pl.’s Ex. 178 at 3-4. Thus, neither the February 3 nor the February 13 report disclosed the scope of Ara-mony’s “creative coding.” Rather, the reports informed the Executive Committee of “inadvertent procedural omissions” which resulted in some limited payments of Aramo-ny’s expenditures by UWA. Based on the content of these interim reports, the Executive Committee did not know that Aramony was engaged in the systematic miscoding of personal expenditures over an extended period of time. 2. The Purchase of the Merlo Annuity In or about December 1990, UWA’s outside auditors, Arthur Andersen & Company, became aware that UWA had purchased a $375,000 pension annuity for Merlo. See JPTO at ¶ 5(ggg); Walthall Tr. at 1391. Arthur Andersen immediately informed Larry Horner, Chairman of the Audit Committee of the Board of Governors, of this expenditure. See id. at ¶ 5(hhh). On March 8, 1991, Aramony sent a letter to Akers concerning the Merlo annuity. See PL’s Ex. 104. The letter was copied to both Horner and Leffall. S.ee id.; see also Walt-hall Tr. at 1503-4. Aramony’s letter explained that he had established a supplemental pension for Merlo which would provide Merlo with an annuity after retirement; and, that Aramony had caused UWA to purchase a $375,000 annuity from Mutual to fund the pension. See Walthall Tr. at 1503-4. According to Aramony, Lisle Carter drafted the March 8, 1991 letter. In response to the letter, Akers, Leffall, and Horner expressed their support for the annuity purchase. See Aramony Tr. at 128, 132, 144. On July 25, 1991, UWA’s Audit Committee held a meeting at which the topic of the Merlo annuity was discussed. See JPTO at ¶ 5(jjj); PL’s Ex. 102; Walthall Tr. at 1504. Based on the evidence presented at trial, I find that UWA’s Board members were aware, by July 25, 1991, that Aramony had caused UWA to purchase the $375,000 Merlo annuity. 3. The Purchase of the Florida, Condominium On February 20, 1987, Mutual’s Board of Directors approved the establishment of an endowment called the “William Aramony Initiative in Voluntarism.” See Pl.’s Ex. 79. The grant announcement was made in April 1987 in Washington, D.C. during UWA’s Centennial Celebration. Id. Mutual intended that the interest from the grant be distributed by Aramony at his discretion. Id. The interest from Mutual’s one million dollar grant was distributed to a restricted account at UWA and then allocated by UWA to VIA. Id. In 1990, VIA purchased a condominium in Florida at a cost of approximately $125,000. See JPTO at ¶ 5(bbb). On May 1, 1991, VIA sold the Florida condominium for $125,526.00. See id. The sale proceeds are presently on deposit in VIA bank accounts. See id. at ¶ 5(céc, ddd). On February 24, 1992, UWA distributed a memorandum to its chief professional officers and communications directors, which addressed, inter alia, allegations that VIA money was improperly used to buy the Florida condominium. Attached to the memorandum was a document entitled “Talking Points,” which defended VIA’s purchase of the Florida condominium. See Pl.’s Ex. 79. The Talking Points document stated, in part, that [h]elping to create necessary infrastructure is important to ensuring effective services. As an example, VIA bought the Florida office to help give United Way International added presence in the area so it could better deal with volunteers and issues involving Central and South America. Id. Also attached to the February 24, 1992 memorandum was a “Fact Sheet” describing VIA. Apparently referring to the purchase of the Florida condominium, the Fact Sheet explained Aramony’s near-total discretion over the VIA monies and stated that “[t]his use is totally consistent with [Mutual’s] intent.” Id. Based on this and other evidence presented at trial, I find that on or before February 26, 1992, UWA’s Board members knew of VIA’s purchase of the Florida condominium. G. Government Investigations In May 1992, the United States Attorney’s Office for the Eastern District of Virginia began an investigation of UWA and Aramo-ny. See Baerwald Tr. at 461. Initially, UWA was unaware of the scope of the investigation and was concerned that it might be a target. See Kolb Tr. at 536. Consequently, UWA retained the services of Verner Liip-fert to provide guidance and to assist in gathering documents and responding to subpoenas. Kolb Tr. at 538-39. See Baerwald Tr. at 461-62. Verner Liipfert also represented UWA during the course of Aramony’s criminal trial by providing counsel to UWA employees who were called as witnesses. See Kolb Tr. at 537-40. UWA was also investigated by the Charities Bureau of the New York State Attorney General’s office. See id. at 535, 547. UWA was again uncertain of the scope of the investigation, and thus retained Verner Liipfert to assist UWA in responding to that investigation. See id. at 548-49. In addition, UWA retained Weil Gotshal & Manges to provide counsel to Board members, in case a conflict arose between then* position and that of UWA. See Kolb Tr. at 549. The Attorney General’s investigation culminated in an “Assurance of Discontinuance” which UWA executed on December 28, 1995. See Pl.’s Ex. 145. The second paragraph of the Assurance indicates that the action against UWA was directed at “allegations concerning the administration, financial operations and governance of [UWA] to determine its compliance with the laws of [New York State] governing the administration of charitable assets.” Pl.’s Ex. 169 at ¶ 1. The Assurance mandated institutional reforms to UWA, including revisions to its By-laws, expense policies, financial department, and the Board of Director’s oversight mechanisms. See id. Additionally, the Assurance limited the benefits available to UWA’s officers and senior managers, including the elimination of all existing non-qualified pension plans. See id. at p. 16. On March 15, 1995, the New York Attorney General commenced an action against Aramony and Merlo in the Supreme Court, New York County, pursuant to New York Nob-for-Profit Law § 720. See Vacco v. Aramony, No. 95-401592. The Complaint alleges that Aramony breached his fiduciary duties of care and loyalty to UWA when he improperly used UWA funds for his personal benefit and wasted UWA funds. See JPTO at ¶ 5(rr). This action is still pending. Id. Finally, UWA was investigated by the I.R.S. to determine whether it was still enti-tied to the tax exemption for charitable organizations. See Kolb Tr. at 535, 551. UWA cooperated with the I.R.S. investigation with the assistance of Verner Liipfert. See id. at 551. UWA’s tax status remained unchanged following the investigation. Id. UWA created a “Special Fund for the Investigation” consisting of contributions from its Board members and their companies for the purpose of paying the legal fees that UWA was expected to incur as a result of these investigations. See JPTO at ¶5(III). The Fund collected and disbursed approximately $1.5 million. See id. H. Media Coverage of the “Aramony Scandal” In February 1992, a number of articles appeared in the press discussing various improprieties committed by UWA, Aramony, and Merlo. Those articles most frequently criticized (1) UWA’s relationship with spinoff organizations that were staffed with UWA officers, including Aramony; (2) Aramony’s $390,000 annual salary and perks, including his use of chauffeured cars, first class air travel, the Concorde, and a trip to the Super Bowl; (3) Aramony’s hiring of Merlo, his long-time friend, as UWA’s CFO and other alleged cronyism in hiring; (4) VIA’s purchase of the Florida condominium; and (5) UWA’s obstruction of press investigations into its spin-offs. These articles do not focus on three of the key issues that are the subject of UWA’s counterclaims — namely, Aramony’s charging of personal expenditures to UWA, the Merlo annuity, and the $5,000 payment to Merlo. These articles do discuss the fourth charge — VIA’s purchase of the Florida condominium. In fact, UWA itself bears much of the responsibility for most of the conduct described in the articles. For example, Aramony’s salary and the establishment of the spin-offs, with the possible exception of VIA, were formally approved by the Board of Directors. Furthermore, UWA implicitly authorized Aramony’s Concorde and chauffeured ear use, first-class travel, and Super Bowl Trip. See Pl.’s Exs. 79, 82, 85. I. UWA’s Post-1991 Decline in Revenues UWA provides technical support and services to over 2,100 local community based organizations throughout the United States (“locals”). See Def.’s Ex. O at 7. Each local is an independent, separately incorporated entity, and is governed by a local board of volunteers. See id. United Way receives its revenues in the form of «dues paid by the locals as a fixed percentage of the monies they raise (“pledge percentage”). See Kolb Tr. at 552. Thus, the amount of UWA’s annual revenues depends on two factors: (1) the amount of money raised by the locals, and (2) the percentage of that money pledged as dues to the UWA. In the years immediately before the 1992 publicity and the years following the publicity, the locals raised the following revenues: YEAR REVENUES 1989 $2.98 billion 1990 $3.11 billion 1991 $3.17 billion 1992 $3.04 billion 1993 $3.05 billion 1994 $3.08 billion Prior to 1992, the locals were expected to contribute 1% of the monies they raised to UWA. However, in early 1992, UWA reduced that percentage, adopting a two-tiered dues percentage of .6% or .75%, depending on the level of services the local received from UWA. See Kolb Tr. at 552. As a consequence of the post-1991 decline in the locals’ revenues and the pledge percentage, the locals’ pledges in 1992, 1993, and 1994 were lower than they had been in 1991. UWA, of course, attributes this post-1991 decline in pledge revenues to Aramony’s misconduct, which allegedly caused the public and locals to become disillusioned with the national organization. III. ARAMONY’S CLAIMS A. Counts One and Two for Benefits Under the RBP Aramony asserts claims for recovery of his RBP benefits, pursuant to § 502(a)(1)(B) of the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C.A. § 1132(a)(1)(B), and for a declaration of his RBP pension rights, pursuant to 28 U.S.C. § 2201. These claims require resolution of the following issues: (1)'whether Aramony forfeited his RBP benefits when he was convicted of felonies which victimized UWA; and (2) if he did not forfeit his rights, which benefits are owed to him under the RBP. 1. Forfeiture of Benefits Under the RBP Aramony contends that the Signed Plan, executed by Paulachak and containing a non-forfeiture provision, is the controlling plan document. UWA, on the other hand, argues that the Draft Plan, which contained a felony forfeiture provision, more accurately reflects the Board’s intent in adopting the RBP. Aramony’s preferred document is, on its face, a binding plan document — it is a completed and signed document, while UWA’s preferred document is merely a draft providing multiple-choices (boxes to be checked) and containing numerous blanks in which important information was to be added. The Signed Plan, not the incomplete draft, was disseminated to UWA employees as the RBP document and was signed by the employer. See Aramony Tr. at 73. Thus, the Signed Plan is presumptively the governing plan document and UWA is assumed to be bound by its terms. a. Paulachak’s Implied Authority UWA nevertheless argues that it is not bound by the Signed Plan’s non-forfeiture provision because Paulachak lacked the authority to remove the felony forfeiture provision. Specifically, UWA argues that: (1) only the Executive Committee could adopt or modify a UWA pension plan; (2) the Executive Committee adopted the pi-ovisions of the Draft Plan, including its felony forfeiture provision; and thus (3) Paulachak was not authorized to sign a plan that did not include this provision. In light of the fact findings set forth above, UWA’s argument must be rejected. The Executive Committee did not adopt the details of the Draft Plan. Rather, the Committee approved the concept of an RBP and authorized UWA to establish a plan that would make up the benefits lost by key employees as a result of § 415 and Rev. Rul. 80-359. The Committee intended that Pau-lachak would arrange the plan details with Mutual. Thus, Paulachak was authorized to bind UWA to the Signed Plan, although some of its terms differ from those of the Draft Plan. See 99 Commercial Street, Inc. v. Goldberg, 811 F.Supp. 900, 906 (S.D.N.Y.1993) (under New York law, “[a]n agent enjoys implied authority to enter into a transaction when verbal or other acts by a principal reasonably give the appearance of authority to the agent.”) (citing Greene v. Hellman, 51 N.Y.2d 197, 433 N.Y.S.2d 75, 80, 412 N.E.2d 1301 (1980)). The RBP was signed by Pau-lachak on behalf of UWA. It is a fundamental principle of contract law, that: [Ojne who signs his name to a writing that purports to be a contract does an act that is strong evidence that he intends to make himself a party thereto, bound as a promi-sor and entitled as a promisee. Even if he does not so intend, the principles of estop-pel may bind him notwithstanding. 1 Corbin § 31. A contract signed by a party is valid and binding on it. Id. b. Ambiguity in the Signed Plan UWA further argues that the Signed Plan cannot be the controlling plan document because, as written, its benefit formulae would not provide the plan’s participants with any benefits. The Signed Plan’s benefit formulae define the annual contributions that UWA must make to the Plan so as to offset the effect of certain tax restrictions on the contributions made to the participants’ defined contribution plans. However, none of the RBP’s participants — indeed, nobody at UWA — was enrolled in a defined contribution plan because UWA’s qualified pension plan was a defined benefit plan to which no contributions were made. UWA is correct in noting that the Signed Plan’s benefit formula, on its face, would not require the payment of any benefits. However, as this Court explained in an earlier opinion, “the provisions of an ERISA plan should be construed so as to render all provisions meaningful and to avoid illusory promises.” Aramony I, 1997 WL 732447, at *5 (citing Carr v. First Nationwide Bank, 816 F.Supp. 1476, 1493 (N.D.Cal.1993)). Accordingly, “the total absence of benefits for the [Signed Plan’s] beneficiaries renders the [benefit] formula ambiguous on its face.” Aramony I, at *5. It is generally accepted that ambiguities in contract terms are construed against the drafter. See e.g., Kerin v. United States Postal Service, 116 F.3d 988, 992 (2d Cir.1997). If a provision of the contract is ambiguous, extrinsic evidence may be considered to ascertain the actual intention of UWA. See Cinelli v. Security Pacific Corp., 61 F.3d 1437, 1444 (9th Cir.1995); Bellino v. Schlumberger Technologies, Inc., 944 F.2d 26, 29 (1st Cir.1991). Where the meaning of a contractual provision is unambiguous, it is appropriate to presume that the natural meaning is conclusive evidence of UWA’ intent. Id. The fact that one provision of a contract is ambiguous does not invalidate the entire document. As such, it is appropriate to consider extrinsic evidence that is probative of UWA’s intent regarding RBP benefit calculations. See Sayers v. Rochester Tel. Corp. Supplemental Management Pension Plan, 7 F.3d 1091, 1095 (2d Cir.1993) (citing Curry Road Ltd. v. K Mart Corp., 893 F.2d 509, 511 (2d Cir.1990)). It is undisputed that UWA’s intent in adopting the RBP was to replace benefits that could not be paid under UWA’s qualified defined benefit pension plan as a result of limitations imposed by the I.R.C. More specifically, the Executive Committee approved the concept of an RBP that would replace the benefits lost as a result of § 415 and Rev. Rul. 80-359. Consistent with this intent, the Signed Plan’s ambiguous benefit formula must be interpreted as offsetting the effects of § 415 and Rev. Rul. 80-359 on the RBP participants’ defined benefit plans. Accordingly, I reject UWA’s argument that the Signed Plan’s references to a defined contribution plan render the document ineffective. All parties here agree that UWA intended the RBP to be a defined benefit plan, not a defined contribution plan. The one-word mistake, which would result in the total absence of benefits for the Signed Plan’s beneficiaries, then, is akin to a scrivener’s error. When such an error occurs, courts typically enforce the parties’ agreement or understanding. See 3 Corbin § 608. Thus, “if the actual intention of the parties can be and is determined, [the mistake] disappears as a reason for refusing enforcement.” 1 Corbin at § 95. Thus, UWA cannot exploit this error to avoid enforcement of the defined benefit pension plan. UWA argues that if the intent of UWA’s Executive Committee is considered relevant to the meaning of RBP’s benefit formula, then the Committee’s intent is also relevant to determining whether RBP benefits are forfeitable. As stated above, however, an examination of extrinsic evidence is appropriate only where the terms of a contract are ambiguous. See Cinelli, 61 F.3d at 1444; Bellino, 944 F.2d at 29. Where the meaning of a provision is unambiguous, I presume its natural meaning to be conclusive evidence of UWA’s intent. Id. The forfeiture provision of the Signed Plan provides that “[t]he participant’s rights under this Plan shall become nonforfeitable upon termination of employment.” Pl.’s Ex. 1 at § 4.01. The only reasonable interpretation of this provision is that once Aramony was terminated, his rights became nonforfeitable, irrespective of the reason for his termination. Consequently, this provision must be interpreted as written, rather than through an analysis of the UWA’s intent. c. Conclusion In summary, UWA is bound by Paulac-hak’s signature on the Signed Plan drafted by Mutual, as the Executive Committee authorized Paulachak to draft the RBP with Mutual. Because the Signed Plan’s benefit formulae are ambiguous, they must be interpreted according to the clear intent of UWA’s Executive Committee — that is, to make up for the effect of § 415 and Rev. Rul. 80-359 on UWA’s qualified benefit plan. The non-forfeiture provision of the Signed Plan, however, is not ambiguous, and thus can be interpreted without reference to extrinsic evidence. Pursuant to that provision, Aramo-ny’s benefits under the Signed Plan became non-forfeitable on March 16,1992, the date of his termination. 2. Amount of Aramony’s Benefits Under the RBP The parties also dispute the amount of benefits to which Aramony is entitled under the RBP. Aramony argues that he is entitled to RBP benefits that compensate for the effects on his defined benefit plan of § 415 and Rev. Rul. 80-359, as well as the effects of the Social Security integration rales of the Tax Reform Act of 1986 (“TRA”) and I.R.C. § 401(a)(17). UWA concedes that the RBP was intended to compensate for the reduction in qualified plan benefits caused by § 415 and/or Rev. Rul. 80-359, but disputes that the RBP was intended to offset the effects of any other tax law provisions. See JPTO at ¶ 5(n). a. Offsetting the Effect of the Tax Reform Act In 1990, UWA’s Board passed a resolution amending the RBP so as to offset for the effect of the TRA’s Social Security integration rules on UWA’s qualified benefit plan. Although no written amendment was ever drafted, the amendment was nevertheless effective. Section 9.03 of the Signed RBP provides that UWA’s Board may amend the terms of that plan. Where a benefit plan includes a procedure for amendment and this procedure is followed and recorded in the minutes of a Board meeting, the resulting amendments are effective, despite the absence of a written plan amendment. See Huber v. Casablanca Indus., Inc., 916 F.2d 85, 105 (3d Cir.1990). Accordingly, Aramony is entitled to benefits that offset the effects of the TRA’s Social Security integration rules on his defined benefit plan. b. Offsetting the Effect of § 1.01 (a) (17) Aramony asserts that he is also entitled to RBP benefits that offset the effect of I.R.C. §' 401(a)(17), a tax law provision enacted in 1986, which reduced the § 415 make-up benefits of highly-compensated RBP participants. Aramony argues that UWA is es-topped from denying him benefits that would offset the effect of § 401(a)(17) because he relied to his detriment on Mutual’s representations that he would receive such benefits. The elements of a promissory es-toppel claim in an ERISA action are: (1) a promise, (2) reliance on the promise, (3) injury caused by the reliance, and (4) an injustice if the promise is not enforced. See Schonholz v. Long Island Jewish Med. Ctr., 87 F.3d 72, 78-80 (2d Cir.1996); In re Momentum Mfg. Corp., 25 F.3d 1132, 1136-37 (2d Cir.1994); accord Curdo v. John Hancock Mutual Life Ins. Co., 33 F.3d 226, 235 (3d Cir.1994). Moreover, to prevail on a claim of equitable estoppel in the ERISA context, the plaintiff must generally prove the existence of “extraordinary cir