Full opinion text
MEMORANDUM & ORDER MATSUMOTO, District Judge: Plaintiffs, twenty-one former Delta Air Line, Inc. pilots, who were required by previous federal law to retire at age 60 during the period between September 16, 2006 and December 4, 2007, commenced this action against Delta Air Lines, Inc. (“Delta”), the Air Line Pilots Association, International (“ALPA” or “the Union”), and the president of ALPA, John Prater (“Prater”), alleging, inter alia, (1) violations of the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. §§ 621 et seq., against both defendants, (2) breach of contract against ALPA, and (3) breach of implied contract against Delta. (See generally Doc. No. 1, Compl.; Doc. No. 3, First Amended Complaint (“Am. Compl.”).) Delta and ALPA separately move to dismiss plaintiffs’ claims pursuant to Fed.R.Civ.P. 12(b)(1) and 12(b)(6), and the court held oral argument on both defendants’ motions on April 21, 2010. (Doc. No. 40, ALPA’s Motion to Dismiss (“ALPA Mot.”); Doc. No. 43, Delta’s Motion to Dismiss (“Delta Mot.”); Tr. of 4/21/10 Oral Argument (“Tr.”).) For the reasons that follow, the motions of ALPA and Delta are both granted, and plaintiffs’ claims are dismissed in their entirety. BACKGROUND The following facts are taken from plaintiffs’ Amended Complaint, which the court must assume to be true for the purposes of resolving Delta’s and ALPA’s motions to dismiss and, where indicated, the factual background is supplemented by facts and information drawn from documents external to the Amended Complaint, which plaintiffs explicitly reference, rely upon or cite to within the Amended Complaint, or are in the purview of judicial notice. These external documents have been provided to the court as attachments to the defendants’ motions to dismiss. I. Parties Plaintiffs are twenty-one former Delta commercial airline pilots, hired at various dates ranging “almost exclusively between 1972 and 1991.” (Am. Compl. ¶ 55.) All plaintiffs, with the exception of one, were born between September 16, 1946 and December 4, 1947, and turned sixty between September 16, 2006 and December 4, 2007. {See id. ¶¶ 12-53.) Plaintiffs were required to retire on their sixtieth birthdays pursuant to the Federal Aviation Administration’s (“FAA”) longstanding “Age 60 Rule.” {Id. ¶¶ 86-87, 96.) On December 13, 2007, President Bush signed into law the Fair Treatment of Experienced Pilots Act (“FTEPA”), 49 U.S.C. § 44729, an act permitting commercial airline pilots to continue working as such until the age of sixty-five. {Id. ¶ 88.) However, FTEPA was not retroactive and did not allow pilots, who were under the age of sixty-five but who had already retired under the Age 60 Rule, to return to their former jobs, or to maintain their seniority and position if the pilot returned to commercial flying. {Id. ¶ 89.) Thus, because plaintiffs, with the exception of one, turned sixty before the enactment of FTEPA on December 13, 2007, they had already retired and could not return to their former jobs, as prescribed by FTEPA. {Id.) Defendant ALPA is a labor union for airline pilots and acts as the exclusive bargaining representative of Delta’s pilots, including plaintiffs, during the time of their employment with Delta. {Id. ¶¶ 60, 73.) ALPA acts through a Master Executive Council (“MEC”) at each airline at which it represents pilots. {Id. ¶ 68.) The MEC at each airline, comprised of pilots from that airline carrier, serves as the coordinating council for Union membership at that airline. {Id. ¶¶ 69-70.) Defendant Prater is the President of ALPA and is sued only in his representational capacity. {Id. ¶¶ 3(c), 65, 67.) Defendant Delta, an airline carrier, employed all of the plaintiffs prior to their mandatory retirement under the Age 60 Rule. {Id. ¶¶ 55, 56, 58, 84, 87.) II. Delta’s Bankruptcy & Bankruptcy Restructuring Agreement (Letter of Agreement #51) In October 2004, Delta negotiated concessions from its pilots and subsequently reduced its pilots’ salaries by approximately one third of their prior pay. (Id. ¶ 99.) On September 14, 2005, Delta filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the Southern District of New York (“the Bankruptcy Court”). (Id. ¶ 102.) Notice of Delta’s bankruptcy was sent to all Delta employees in a notice process that was completed on September 30, 2005. (See Doc. No. 43, Ex. 1, Delta’s Notice of Bankruptcy & Ex. 2, Aff. of Mailing.) On June 22, 2006, a second notice of bankruptcy was sent to all Delta employees, advising them about the process of filing claims against Delta and filing requests for payment from Delta. (Doc. No. 43, Ex. 3, Delta’s Second Notice of Bankruptcy & Ex. 4, Aff. of Mailing.) Finally, on May 10, 2007, potential claimants, including Delta’s employees, were notified of the cutoff date for asserting claims against Delta that arose after the petition date of September 14, 2005 but prior to April 30, 2007, the “Effective Date” of Delta’s Bankruptcy plan. (See Doc. No. 43, Ex. 5, Affs. of Publication.) During the Chapter 11 reorganization, ALPA and Delta entered into a Bankruptcy Restructuring Agreement, memorialized as Letter of Agreement # 51 (“Letter 51”), which modified the existing 2004 Pilot Working Agreement (“PWA”) between Delta and ALPA and granted further concessions to Delta. (Am. Compl. ¶¶ 125, 128.) The PWA is a collective bargaining agreement (“CBA”) between Delta and ALPA which sets forth the rates of pay, rules, working conditions, and benefits fund contributions for Delta’s pilots. (Am. Compl. ¶¶ 74, 125, 132; Doc. No. 43, Ex. 6, Letter of Agreement 51 (“Letter 51”) at 1.) Section 19 of the PWA provides that the Delta Pilots’ System Board of Adjustment, established in compliance with Section 204, Title II of the Railway Labor Act (the “RLA”), as amended, 45 U.S.C. § 151 et. seq., “will have jurisdiction over disputes growing out of grievances or out of the interpretation or application of any of the terms of the PWA.” (Doc. No. 41, Ex. 4, Pilot Working Agreement (“PWA”) at 175.) Letter 51 provides that “[t]his BANKRUPTCY RESTRUCTURING AGREEMENT is made and entered into in accordance with the provisions of the Railway Labor Act, as amended” and it specifies amendments, additions, and deletions to the PWA section by section. (Letter 51 at 1-2.) ALPA and Delta agreed that Letter 51 would remain in effect for forty-three months, beginning on June 1, 2006 and ending on December 31, 2009 (the “concessionary period” or “term of Letter 51”). (Am. Compl. ¶ 130; Letter 51 at 2.) Among the concessions contained in Letter 51 was an additional 14% decrease in the Delta pilots’ hourly pay rates. (Letter 51 at 5; see also Am. Compl. ¶ 132.) In consideration for these salary reductions and other concessions, Delta gave ALPA a non-priority, unsecured $2.1 billion bankruptcy claim (“the ALPA Claim”). (Am. Compl. ¶¶ 131-32; Letter 51 at 36-37.) Letter 51 specifically provided that the ALPA Claim was given to ALPA “in respect of the concessions made by ALPA and savings to [Delta] resulting from achievement of consensual Modifications to the PWA.” (Am. Compl. ¶ 136 (quoting Letter 51 at 36).) Letter 51 also contained a provision that provided, in relevant part, that ALPA “would essentially support any voluntary, involuntary or distress termination of the Delta Pilots Retirement Plan and other related retirement plans.” (Am. Compl. ¶ 134; Letter 51 at 37.) In exchange, Delta agreed to provide ALPA with convertible notes in the amount of $650 million (the “Notes”) in the event that the Delta Pilots Retirement Plan (“DPRP”) was terminated. (Am. Compl. ¶ 133; Letter 51 at 17-18, 37, 40-42.) Delta also sought, and received, approval of the termination of the DPRP by the Pension Benefit Guaranty Corporation (“PBGC”) in exchange for an unsecured $2.2 billion bankruptcy claim and $225 million in cash. (Am. Compl. ¶¶ 118, 120, 121; Notes Dispatch at 6.) With permission from the Bankruptcy Court, Delta terminated the DPRP on September 2, 2006. (Am. Compl. ¶¶ 115,118,121.) The Bankruptcy Court approved of Delta and ALPA entering into modifications of the collective bargaining agreement set forth in Letter 51. (See Doc. No. 43, Ex. 7. Bankruptcy Court’s Approval Order (“Approval Order”).) Delta later assumed Letter 51 in its Bankruptcy Restructuring Plan, which was subsequently approved and memorialized by Order of the Bankruptcy Court. (Am. Compl. ¶ 129; See Doc. No. 43, Ex. 11, Delta’s Bankruptcy Reorganization Plan (the “Plan”) & Doc. No. 10, Bankruptcy Court’s Confirmation Order (the “Confirmation Order”).) III. Allocation Models for the ALPA Claim & Notes According to the Amended Complaint, Letter 51 provided ALPA, through its MEC, “exclusive authority” to determine the manner of allocating the ALPA Claim and the Notes (jointly “the proceeds”) for distribution among Delta pilots. (Am. Compl. ¶ 137; Letter 51 at 36-37, 40.) The only agreed-upon restriction contained in Letter 51 on ALPA’s authority to determine the allocation method for the ALPA Claim was that the method be “reasonable and lawful.” (Am. Compl. ¶ 138; Letter 51 at 36.) Letter 51 further required that the distribution of the Notes “comply with law or regulation” and “be capable of being calculated and tracked by computer.” (Letter 51 at 40.) On or about August 4, 2006, the MEC selected three pilots to serve as members of the Allocation and Distribution Committee (“ADC”). (Am. Compl. ¶ 140.) The MEC directed the ADC to analyze the issues surrounding the ALPA Claim and the Notes, to make recommendations concerning fair methods of allocating the proceeds, and to oversee the distribution of the proceeds based on such allocation models. (Id. ¶ 141.) The ADC developed two models, described below, to allocate the ALPA Claim and the Notes, which were unanimously adopted by the MEC. (Doc. No. 43, Ex. 8, 2006 ADC Claim Dispatch (“Claim Dispatch”) at 1, 8; Notes Dispatch at 1.). A. The Claim Allocation Model (“Claim Model”) The ADC Claim Dispatch of October 9, 2006 explained that, when developing the Claim Model, the ADC focused on an allocation method that “would recognize the varying types and degrees of concessions and fairly allocate the claim to those pilots who work (or may work) under the terms of Letter 51.” (Am. Compl. ¶ 143 (quoting Claim Dispatch at 1); see also Claim Dispatch at 6 (“Considerable time was spent during the development phase discussing how the allocation model should appropriately treat those who were not active pilots while ensuring that those who work during the term of Letter 51 received a fair allocation.”).) The ADC Claim Dispatch indicated that the primary goal of developing the Claim Model was “to arrive at a fair allocation solution while avoiding unnecessary complexity.” (Am. Compl. ¶ 146 (quoting Claim Dispatch at 2).) According to the Amended Complaint, the Claim Model divided the face value of the ALPA Claim into four “silos” of equal proportion, each representing a quarter of the $2.1 billion ALPA Claim. (Id. ¶¶ 147, 150.) Under the Claim Model, the sum of those four silos amounted to the total claim allocation for each given pilot. (Id. ¶¶ 148, 153.) The four silos were the following: (1) per capita,; (2) system seniority; (3) years-of-service; and (4) hourly rate. (Id. ¶ 150.) Only pilots, such as plaintiffs, who were on the Delta pilots’ System Seniority List on June 1, 2006, the effective date of Letter 51, were eligible to participate in the allocation. (Id. ¶ 151; Claim Dispatch at 2.) Under the Claim Model, pilots who would not work for the full 43-month term of Letter 51 (from June 1, 2006 through December 31, 2009) would have the amount of their silo allocation decreased or “forfeited,” as explained below. (See Am. Compl. ¶ 156; Claim Dispatch 6-8.) Among the pilots subject to decreased allocations as a result of not working during the entire 43-month period of Letter 51 were pilots, including plaintiffs, who would be required to retire under the Age 60 Rule during the concessionary period, “special case pilots” on personal leave, furlough, bypass, and long-term disability, as well as pilots who would end their employment relationship with Delta voluntarily, either by resigning or retiring before the age of 60. (Am. Compl. ¶¶ 158-63; Claim Dispatch at 6-8.) The Claim Model provided that the proceeds forfeited from the allocations of any pilot who would not work the full term of Letter 51 would subsequently be distributed to those pilots who did work during the full duration of Letter 51. (Am. Compl. ¶ 157; Claim Dispatch at 8 (“Forfeiture and Redistribution Rule. All forfeited stock or claim sale proceeds will be distributed to all pilots whose allocations were not subject to forfeiture In formulating the allocation, distribution and forfeiture provisions, the Claim Model relied upon three dates: (1) the allocation date, which was estimated to occur “about November 1, 2006;” (2) the distribution date, which would be the date on which Delta exited bankruptcy; and (3) the “amendable date,” which was December 31, 2009, the last day of Letter 51. (Claim Dispatch at 6-8.) Using these dates, the Claim Model developed different forfeiture formulas for each of these pilot sub-groups. For example, pilots who could potentially return to active status with Delta, for example, those on personal leave, furlough, bypass, and long-term disability, would not receive any allocation from the hourly rate silo for the entire 43-month period, even if they returned to active status during this time, and their overall treatment under the Claim Model depended on whether they had returned to active status before the distribution date of the ALPA Claim. (Id. at 6-8.) If these pilots failed to return to active status by the distribution date, the pilots would “forfeit” their allocations in one to three of the remaining three silos over the entire 43-month period. (Id.) In contrast, the Claim Model provided that pilots who voluntarily ended their employment relationship with Delta, either by resignation or early retirement (i.e. not because of the mandatory Age 60 Rule) would forfeit their entire allocation, regardless of time worked during the 43-month period, provided they stopped working at any time before the distribution date. (Id. at 8.) Finally, the Claim Model provided that pilots, like plaintiffs, who would reach the mandatory retirement age “in effect on the distribution date” (which, at the time was age 60) during the concessionary period would draw allocations from all four silos for the entire period in which they worked, but would “forfeit” the ALPA Claim proceeds for the period after which federal law mandated their retirement from employment as commercial pilots. (Am. Compl. ¶¶ 158-60; see also Claim Dispatch at 8 (“Pilots who will reach the mandatory retirement age in effect on the distribution date during the period before the amendable date of Letter of Agreement 51 (December 31, 2009) will forfeit the amount of their allocation calculated for the period beyond the mandatory retirement age.”).) Notably, the Amended Complaint indicates that, despite this “forfeiture” provision provided for by the Claim Model, when Congress enacted FTEPA on December 13, 2007, increasing the mandatory retirement age for commercial airline pilots from age sixty to age sixty-five, the MEC waived application of the forfeiture provision to pilots who had not yet attained the age of 60. (See Am. Compl. ¶¶ 88, 167.) Accordingly, of the 170 Delta pilots who would turn age sixty during the concessionary period of Letter 51, the 140 active pilots who attained age sixty after FTEPA’s enactment and continued to work received their full allocation. (Id. ¶ 167.) Thus, only 30 pilots who reached the age of 60 during the term of Letter 51 but before FTEPA’s enactment were affected by this forfeiture provision. (Id.) B. The Notes Allocation Model (“Notes Model”) In August 2007, the ADC presented the MEC with a proposed method to allocate the $650 million Notes that were provided to Delta’s pilots in relation to the termination of the DPRP. (Notes Dispatch at 1.) The MEC accepted and adopted the ADC’s proposed model to allocate the Notes among those pilots on the Delta pilots’ System Seniority List on June 1, 2006. (Id.) After the approval of the Notes Model, ALPA informed the Delta pilots of the Notes Model by the ADC Notes Dispatch dated August 9, 2007. (See id.) According to the ADC Notes Dispatch, the Notes Model “addresses retirement-related issues and other items; it is not a mirror of or a replacement for the terminated Delta Pilots Retirement Plan (DPRP) or associated plans.” (Id.) Further, the ADC Notes Dispatch clarified that “the [Notes] Model is designed for the Delta pilots as a group to address the retirement-related concessions and other issues of [Letter 51] and to, among other things, facilitate a transition from a ‘defined benefit’ based retirement system to a ‘defined contribution’ based retirement system. (Id. at 3.) Each pilot was able to view his or her Notes allocation as of August 28, 2007. (See Delta’s Mot. at 9.) The Notes Model included two alternative methods for allocation. (See Notes Dispatch at 3-4, 7.) First, the Net Lost Approximate Qualified Benefit Allocation (“Benefits Lost Allocation”) addressed the losses suffered by pilots as a result of the termination of the DPRP. (Id. at 1-4, 7.) Specifically, the Benefits Lost Allocation method considered a pilot’s qualified benefit component and non-qualified benefit component. (Id. at 1-7.) The qualified benefit component, modeled upon the pilot’s “net loss associated with the termination of the Delta Pilots Retirement Plan,” was an approximated compensation amount which took into consideration a pilot’s years of service and his or her final average earnings up to the Internal Revenue Service limit of $205,000 through December 31, 2004, offset by the projected amount the pilot would receive in benefits from the PBGC and from a Money Purchase Pension Plan. (Id. at 1, 3-6.) For all pilots who were “projected to have at least 25 years with Delta as of their 60th birthday,” the calculation used the maximum final average earnings amount of $205,000. (Id. at 5.) The non-qualified benefit component provided all pilots participating in Delta’s non-qualified benefit plans with a 60% recovery ratio for losses associated with termination of those plans. (Id. at 1-2, 4, 7.) This recovery ratio accounted for the “contractual, uninsured nature and higher risk associated with non-qualified benefits.” (Id. at 7.) Second, the Years of Service Minimum Credit Calculation (“Minimum Credit Allocation”), based primarily on the pilot’s years of service, was to be made “only after every pilot has his lost qualified benefit and lost non-qualified benefit (if any) addressed” and was designed as a “parallel allocation” to ensure a minimum allocation for all pilots. (Id. at 7-8.) Therefore, under the Notes Model, a pilot received the greater of the Minimum Credit Allocation amount or Benefits Lost Allocation amount, but not both. (Id. at 8.) Unlike the Claim Model, the Notes Model did not contain a “forfeiture” provision requiring decreased allocation because of early mandatory retirement under the Age 60 Rule. (See generally id.) IV. 2007 Bankruptcy Plan & Order: Exculpation Clause and Discharge & Release Clause On April 25, 2007, the Bankruptcy Court issued an Order (the “Confirmation Order”) confirming Delta’s Joint Plan of Reorganization (the “Plan”). (Am. Compl. ¶ 105; see generally Confirmation Order.) The Confirmation Order and Plan provide for the discharge and release (the “Discharge and Release”) of all “Claims” against Delta: [T]he rights afforded in the Plan and the payments and distributions to be made hereunder shall discharge all existing debts and Claims, and shall terminate all Interests ... against or in [Delta] or any of their assets or properties to the fullest extent permitted by section 1141 of the Bankruptcy Code ... [U]pon the Effective Date, all existing Claims against [Delta] and Interest in [Delta] shall be, and shall be deemed to be, discharged and terminated. (Confirmation Order ¶ 78; Plan § 13.3.) The Confirmation Order and Plan further provide for the Discharge of Delta, whereby each holder “of a Claim ... is deemed to have forever waived, released and discharged [Delta], to the fullest extent permitted by Section 1141 of the Bankruptcy Code, of and from any and all Claims, Interests, rights and liabilities that arose prior to the Effective Date [April 30, 2007].” (Confirmation Order ¶ 79; Plan § 13.3.) The Confirmation Order and Plan also contain an exculpation clause (“Exculpation Clause”), applicable to Delta and ALPA, which states: [A]s of the Effective Date [April 30, 2007], none of [Delta] or the ALPA Released Parties ... shall have or incur any liability to any holder of a Claim or Interest for any act or omission in connection with, related to or arising out of, the Chapter 11 Cases, the negotiation of any settlement or agreement in the Chapter 11 Cases, the pursuit of confirmation of the Plan, the consummation of the Plan, the preparation and distribution of the Disclosure Statement, the offer, issuance and distribution of any securities issued or to be issued pursuant to the Plan ... or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct, ultra vires acts or gross negligence. (Confirmation Order ¶ 83; Plan §§ 1.1(9), 1.1(73), 13.5.) Finally, the Confirmation Order and Plan reinforce the Discharge and Release and the Exculpation Clause with a broad injunction (“Plan Injunction”) against the assertion of discharged claims against Delta (Confirmation Order ¶¶ 78-80; Plan § 13.3), permanently enjoining “all persons or entities who have held, hold, or may hold Claims or Interests,” from and after the Effective Date, from, inter alia, “commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim, against [Delta] ... or property of [Delta].” (Confirmation Order ¶ 80; see also id. ¶ 79 (enjoining, pursuant to Section 524 of the Bankruptcy Code, all holders of claims against Delta arising prior to the Effective Date “from prosecuting or asserting any such discharged Claim against ... [Delta]”).) The Confirmation Order states: [A]ll holders of Claims ... shall be precluded and enjoined from asserting against [Delta] ... any other or further Claim or Interest based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date, whether or not such holder has filed a Proof of Claim and whether or not the facts or legal bases therefore were known or existed prior to the Effective Date. (Confirmation Order ¶ 78; see also Plan § 13.3.) Notably, the Exculpation Clause applies to both Delta and ALPA (see Confirmation Order ¶ 83; Plan § 13.5), whereas the Discharge & Release Clause, as well as the Plan Injunction, refer only to Delta and therefore do not cover ALPA’s conduct. (See Confirmation Order ¶¶ 78-80; Plan § 13.3.) Y. Equal Employment Opportunity Commission (“EEOC”) Proceedings On various dates beginning in March 2007, plaintiffs, with the exception of plaintiff Leon Spinney, filed discrimination charges with the EEOC against both defendants alleging violations of the ADEA stemming from ALPA’s adoption of the Claim Model. (Am. Compl. ¶¶ 186— 88, 243-45; Tr. at 54.) According to plaintiffs’ Amended Complaint, each EEOC charge was filed at least sixty days before plaintiffs brought suit in federal court. (Am. Compl. ¶¶ 189, 246.) With regard to all of the aforementioned charges, the EEOC issued “right-to-sue” letters, the earliest of which was dated September 25, 2008. (Am. Compl. ¶¶ 192, 249.) Although plaintiffs filed EEOC charges regarding the Claim Model, plaintiffs admittedly did not file charges of discrimination regarding the Notes Model. (Tr. at 50; see also EEOC Discrimination Charges.) VI. Plaintiffs’ Claims Against ALPA & Delta A. Claims Against ALPA: Counts I & III Plaintiffs allege the following two claims against ALPA: (1) age discrimination under the ADEA under a disparate treatment theory; and (2) breach of contract. 1. ADEA Claim First, plaintiffs allege that ALPA violated the ADEA by developing two allocation models for the ALPA Claim and the Notes, which treated plaintiffs disparately on the basis of their age. (Am. Compl. ¶¶ 173-96.) To substantiate this claim, plaintiffs allege that they are within the protected age group as set forth in the ADEA, specifically 29 U.S.C. § 631(a), that ALPA is a “labor organization” within the meaning of 29 U.S.C. § 630, and that ALPA’s design of or acquiescence to a scheme to reduce compensation to Delta’s oldest pilot employees constitutes a willful violation of the ADEA. (Id. ¶¶ 174-75, 177.) Specifically, as to the Claim Model, plaintiffs allege that ALPA engaged in a “pattern or practice of discriminating against certain pilots who are within the protected age group,” specifically those closest to the then-mandatory retirement of sixty, “under the cloak of ostensible impartiality of the four ‘metrics’ and the forfeiture rules that were manufactured.” (Id. ¶ 178.) According to plaintiffs, the oldest pilots who were required to forfeit their ALPA Claim allocation after their mandatory retirement date were the “only pilots whose ages precluded them from sharing appreciably in the distribution of the claim,” and that the “forfeiture” provision applicable to them “targeted” older pilots for the benefit of younger pilots. (Id. ¶¶ 158, 180, 182.) Based on these foregoing allegations, plaintiffs allege that they have been “adversely affected” by ALPA’s discriminatory allocation of the ALPA Claim. (See id. ¶ 183.) As to the Notes Model, plaintiffs’ factual allegations are sparse and difficult to comprehend. In four paragraphs in the middle of the Amended Complaint (id. ¶¶ 168-71), plaintiffs generally allege that they “reasonably understood ... that the proceeds of the [N]otes would be distributed to those who lost monies based upon the termination of the defined benefit plan” but instead the “proceeds were paid to junior pilots who lost nothing in the termination of the defined benefit plan, inasmuch as those pilots were being made whole by the PBGC.” (Id. ¶¶ 168-69.) Nowhere in the Amended Complaint do plaintiffs allege that they received less allocations than younger pilots from the Notes Model or that the plaintiffs, too, were not made whole by the PBGC. Instead, plaintiffs appear to take issue with the fact that the Notes Model allowed the younger pilots, whom plaintiffs allege had not yet “accrued lost pension benefits, inasmuch as the PBGC would reimburse such pilots for 100 percent of their lost benefits,” to nonetheless receive a “substantial” portion of the Notes allocation. (Id. ¶¶ 170-71.) Thus, the court construes plaintiffs’ allegations to be that the Notes Model was discriminatory because it allowed these younger pilots to share in the Notes allocation at all. 2. Breach of Contract Claim Second, plaintiffs allege that ALPA breached its contract with Delta to develop methodology for the distribution of the proceeds that was both “reasonable and lawful,” and by failing to do so, plaintiffs, as third party beneficiaries to the contract, were harmed. (Id. ¶¶ 201-10.) Specifically, plaintiffs allege that the “method of allocation” was “unreasonable” because the methodology targeted Delta’s oldest pilots on the basis of age and therefore did “not adhere to a rationale rule for allocating the proceeds.” (Id. ¶¶ 205-206.) Plaintiffs allege that the methodology was “unlawful” because it violated the ADEA, breached ALPA’s duty of fair representation, disregarded a constructive trust, constituted a conversion of assets, breached ALPA’s fiduciary duty, constituted a breach of contract and “may constitute a breach of an array of other lawful duties imposed upon [ALPA] under the attendant circumstances.” (Id. ¶ 207.) According to plaintiffs, this “reasonable and lawful” requirement was a condition precedent to which ALPA was required to adhere. (Id. ¶ 204.) Thus, plaintiffs allege that they, as intended third-party beneficiaries to the contract between Delta and ALPA, were harmed by ALPA’s contractual breach. (Id. ¶ 209.) B. Claims Against Delta: Counts VIII &X Plaintiffs allege the following two claims against Delta: (1) age discrimination under the ADEA under a disparate treatment theory; and (2) breach of implied contract. First, plaintiffs allege that Delta violated the ADEA by being “fully aware at each step of the way” of the allocation methods adopted by ALPA but failing to take steps to assure that ALPA treated Delta’s “oldest, most experienced pilots ... better, or even equally, monetarily than younger, far less experienced pilots ... despite the fact that the oldest pilots would be losing far more (in actual dollars or proportionately) than any other segment of the pilot workforce.” (Id. ¶¶ 251-52.) To substantiate this claim, plaintiffs allege that Delta, an “employer” within the meaning of 29 U.S.C. § 630, “simply abandoned its oldest, most valuable pilot employees to the whims of the much younger ALPA leadership and stood silently by as the [ALPA leadership] decided to, predictably, leave the former with virtually no economic protections after a lifetime of dedicated service, in favor of the younger pilots,” who “would reap a windfall” from the older pilots’ redistributed allocations. (Id. ¶¶ 242, 253.) Second, plaintiffs allege that Delta breached an implied contract between Delta and its pilot employees. (Id. ¶¶ 261-65.) Specifically, plaintiffs assert that, although Delta’s contract with ALPA gave ALPA “exclusive authority” to allocate and distribute the proceeds of the ALPA Claim and the Notes, Delta retained a “non-delegable duty” to assure that ALPA allocated the proceeds in a “reasonable” manner. (Id. ¶¶ 137, 262.) Plaintiffs therefore allege that Delta breached an implied contract between Delta and its pilots that “Delta would monitor the allocation of the Proceeds and assure that such allocation was accomplished in a reasonable manner, and, more to the point, in a manner that did not disenfranchise the oldest Delta pilots.” (Id. ¶ 263.) DISCUSSION I. Standards of Review A. Rule 12(b)(1) Rule 12(b)(1) allows a district court to dismiss a case for lack of subject matter jurisdiction if the court “ ‘lacks the statutory or constitutional power to adjudicate [the case].’ ” Aurecchione v. Schoolman Transp. Sys., Inc., 426 F.3d 635, 638 (2d Cir.2005) (quoting Makarova v. United States, 201 F.3d 110, 113 (2d Cir.2000)). Indeed, it is well-established that the plaintiff asserting subject matter jurisdiction has the burden of proving that jurisdiction exists by a preponderance of evidence when opposing a 12(b)(1) motion to dismiss. Luckett v. Bure, 290 F.3d 493, 497 (2d Cir.2002) (citing Makarova, 201 F.3d at 113). In resolving a Rule 12(b)(1) motion to dismiss, the court “must accept as true all material factual allegations in the Amended Complaint, but will not draw inferences favorable to the party asserting jurisdiction.” Crayton v. Long Island R.R., No. 05-CV-1721, 2006 WL 3833114, at *3 (E.D.N.Y. Dec. 29, 2006). B. Rule 12(b)(6), Rule 8(a) and the Plausibility Standard Rule 12(b)(6) allows for the dismissal of a cause of action if a plaintiffs complaint fails “to state a claim upon which relief can be granted.” Fed. R.Civ.P. 12(b)(6). Rule 8(a)(2) requires a pleading to contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). While Rule 8 “does not require ‘detailed factual allegations^]’ ... it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation.” Ashcroft v. Iqbal, — U.S.—, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). Thus, factual allegations must consist of more than mere labels, legal conclusions, or a “ ‘formulaic recitation of the elements of a cause of action.’ ” Id. (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955). In order to “survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Id. (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955). In assessing whether a complaint states a plausible claim for relief, the Supreme Court has suggested a “ ‘two-pronged approach.’ ” Hayden v. Paterson, 594 F.3d 150, 161 (2d Cir.2010) (quoting Iqbal, 129 S.Ct. at 1950). First, a court should begin “by identifying pleadings that, because they are no more than conclusions, are not entitled to the assumption of truth.” Iqbal, 129 S.Ct. at 1950 “While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations.” Id. Second, “[w]hen there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.” Id. The plausibility determination is “a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id. A claim is plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. at 1949. Plaintiffs “[fjactual allegations must be enough to raise a right to relief above the speculative level” on the assumption that all of the complaint’s allegations are true. Twombly, 550 U.S. at 555, 127 S.Ct. 1955. The plausibility standard does not require a showing of a “probability” of misconduct, but it does demand more than a “sheer possibility that a defendant has acted unlawfully.” Iqbal, 129 S.Ct. at 1949. The plausibility standard is not met where factual allegations, taken as true, are “ ‘merely consistent with’ a defendant’s liability,” id. at 1949 (quoting Twombly, 550 U.S. at 557, 127 S.Ct. 1955), but are also “not only compatible with, but indeed ... more likely explained by, lawful ... behavior.” Id. at 1950. Thus, where there is an “ ‘obvious alternative explanation’ ” that is more likely, the plaintiffs cause of action is not plausible and must be dismissed. Id. at 1951 (quoting Twombly, 550 U.S. at 567, 127 S.Ct. 1955); see also Arar v. Ashcroft, 585 F.3d 559, 617 (2d Cir.2009) (en banc) (Allegations “become implausible when the court’s commonsense credits far more likely inferences from the available fact.”). However, a well-pleaded complaint may survive a motion to dismiss even where “it strikes a savvy judge that actual proof of those facts is improbable, and that a recovery is very remote and unlikely.” Twombly, 550 U.S. at 556, 127 S.Ct. 1955 (citation and internal quotation marks omitted). This is because the court’s function is “not to weigh the evidence that might be presented at trial but merely to determine whether the complaint itself is legally sufficient.” Goldman v. Belden, 754 F.2d 1059, 1067 (2d Cir.1985). In conducting such an assessment on a Rule 12(b)(6) motion to dismiss, courts must “ ‘accept as true all allegations in the complaint and draw all reasonable inferences in favor of the non-moving party.’ ” Vietnam Ass’n for Victims of Agent Orange v. Dow Chem. Co., 517 F.3d 104, 115 (2d Cir.2008) (quoting Gorman v. Consol. Edison Corp., 488 F.3d 586, 591-92 (2d Cir.2007)); see also Starr v. Sony BMG Music Entm’t, 592 F.3d 314, 321 (2d Cir. 2010). C. Documents Properly Considered on 12(b)(1) and 12(b)(6) Motions to Dismiss In deciding a motion to dismiss for lack of subject matter jurisdiction under Rule 12(b)(1), courts may consider evidence outside of the pleadings. See Luckett, 290 F.3d at 496-97 (citing Makarova, 201 F.3d at 113); Thomas v. Metro. Corr. Ctr., No. 09-CV-1769, 2010 WL 2507041, at *1 (S.D.N.Y. June 21, 2010). Furthermore, in resolving a Rule 12(b)(6) motion to dismiss, courts may properly consider documents that are deemed included in, incorporated in, or integral to the complaint. See Sira v. Morton, 380 F.3d 57, 67 (2d Cir.2004) (noting that a court deciding a Rule 12(b)(6) motion may consider all documents included in the complaint whether by attachment, through incorporation by reference, or because the documents are integral to the pleading). Indeed, courts may consider “the full text of documents that are quoted in the complaint or documents that the plaintiff either possessed or knew about and relied upon in bringing the suit.” Carter v. Safety-Kleen Corp., No. 06-CV-12947, 2007 WL 1180581, at *3 (S.D.N.Y. Mar. 14, 2007). Courts may also “consider matters of which judicial notice may be taken under Fed.R.Evid. 201,” including documents filed in other courts. See Kramer v. Time Warner Inc., 937 F.2d 767, 773-74 (2d Cir.1991) (“[C]ourts routinely take judicial notice of documents filed in other courts ... ”); see also Arista Records, Inc. v. Dolaba Color Copy Ctr., Inc., No. 05-CV-3634, 2007 WL 749737, at *4 n. 1 (E.D.N.Y. Mar. 7, 2007). “ ‘If these documents contradict the allegations of the amended complaint, the documents control and this Court need not accept as true the allegations in the amended complaint.’ ” Vaughn v. Air Line Pilots Ass’n, Int’l, 395 B.R. 520, 540 (E.D.N.Y.2008), affd, 604 F.3d 703 (2d Cir.2010) (quoting Rapoport v. Asia Elecs. Holding Co., Inc., 88 F.Supp.2d 179, 184 (S.D.N.Y.2000)). In total, ALPA & Delta submit for consideration nineteen exhibits that are external to the Amended Complaint. Because all of these exhibits are either matters of public record, matters filed in other courts, or documents integrally relied upon and referenced in the Amended Complaint, the court considered all of the defendants’ submitted exhibits when resolving the defendants’ 12(b)(6) motions to dismiss. Consideration of the exhibits does not require the conversion of the motion into one for summary judgment. D. Pleading Standard for ADEA Claims There is no heightened pleading standard for employment discrimination cases. Swierkiewicz v. Sorema, N.A., 534 U.S. 506, 512, 514-15, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002) (Under Rule 8 of the Federal Rules of Civil Procedure, an employment discrimination complaint “must include only a short and plain statement of the claim ... [that] give[s] the defendant fair notice of what the plaintiffs claim is and the grounds upon which it rests.”); see also Twombly, 550 U.S. at 547, 569-70,127 S.Ct. 1955 (explicitly affirming the Swierkiewicz pleading standard for employment discrimination claims.); Iqbal, 129 S.Ct. at 1953. Accordingly, to overcome a motion to dismiss, a complaint in an ADEA case need not allege specific facts that establish a prima facie case of discrimination. Swierkiewicz, 534 U.S. at 515, 122 S.Ct. 992. However, “the complaint must be facially plausible and must give fair notice to the defendants of the basis for the claim.” Morales v. Long Island R.R. Co., No. 09-CV-8714, 2010 WL 1948606, at *3 (S.D.N.Y. May 14, 2010); see also Arista Records, LLC v. Doe 3, 604 F.3d 110, 120-21 (2d Cir.2010) (noting that, although Twombly and Iqbal did not impose a heightened pleading standard in employment discrimination cases, enough facts must still be pleaded to make plaintiffs claim plausible); Doverspike v. Int’l Ordinance Techs., No. 09-CV-00473, 2010 WL 986513, at *5 (W.D.N.Y. Mar. 17, 2010) (same). Although a plaintiff need not plead facts to establish a prima facie case of employment discrimination in order to survive a motion to dismiss, the court “considers the elements of a prima facie case in determining whether there is sufficient factual matter in the Complaint which, if true, give Defendant[s] fair notice of Plaintiffs’] employment discrimination claims and the grounds on which such claims rest.” Doverspike, 2010 WL 986513, at *4 (internal quotation marks omitted). Accordingly, in determining whether there is sufficient factual matter alleged to give defendants fair notice of plaintiffs’ ADEA claims, the court liberally construes the Amended Complaint with an eye toward the elements of a prima facie case of employment discrimination under the ADEA: (1) plaintiffs are members of a protected class; (2) plaintiffs were qualified to receive the employee benefits in question; (3) plaintiffs suffered an adverse employment action; and (4) the circumstances surrounding the challenged action give rise to an inference of age discrimination. Vaughn, 395 B.R. at 540-41; see also Doverspike, 2010 WL 986513, at *4. II. Analysis A. The Bankruptcy Confirmation Order & Plan As a threshold matter, ALPA and Delta argue that plaintiffs’ claims are barred by the Bankruptcy Confirmation Order and Plan. Delta contends that plaintiffs’ claims are barred under the Exculpation Clause and the Discharge and Release Clause in the Confirmation Order and Plan. (Delta Mot. at 14-21.) As the Discharge and Release Clause does not apply to ALPA, ALPA contends that plaintiffs’ claims are barred only under the Exculpation Clause. (ALPA Mot. at 26-29.) In response, plaintiffs argue that the Exculpation Clause contains an exception for “willful misconduct” and that the Amended Complaint contains allegations that both Delta and ALPA acted willfully are therefore outside of the protective scope of the Exculpation Clause. (See Doc. No. 46, Pis.’ Mem. in Opp. to Delta’s Mot. to Dismiss (“PL Opp. to Delta”) at 16-18; Doc. No. 45, Pis.’ Mem. in Opp. to ALPA’s Mot. to Dismiss (“PL Opp. to ALPA”) at 30-31.) Plaintiffs offer no response to Delta’s argument that all of plaintiffs’ claims against Delta are barred by the Discharge and Release Clause. (Pl. Opp. to Delta at 16-18.) 1. Discharge & Release Clause The Confirmation Order and Plan’s Discharge & Release Clause, applicable to Delta, but not ALPA, provides that “upon the Effective Date [April 30, 2007], all existing Claims against [Delta] ... shall be, and shall be deemed to be, discharged and terminated.” (Confirmation Order ¶ 78; Plan § 13.3.) Under this discharge provision, each holder of a claim against Delta “is deemed to have forever waived, released and discharged [Delta], to the fullest extent permitted by Section 1141 of the Bankruptcy Code, of and from any and all Claims, Interests, rights and liabilities that arose prior to the Effective Date.” (Confirmation Order ¶ 79; Plan § 13.3.) Under Section 1141 of the Bankruptcy Code, a bankruptcy court’s confirmation of a reorganization plan discharges the debt- or from any debt that arose before the date of the confirmation, regardless of whether proof of the debt is filed, the claim is disallowed, or the plan is accepted by the holder of the claim. 11 U.S.C. § 1141(d)(1)(A). “A ‘debt’ is defined to mean ‘liability on a claim,’ ” and “a ‘claim’ is defined to include any ‘right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.’ ” In re WorldCom, Inc., 546 F.3d 211, 216 (2d Cir.2008) (quoting 11 U.S.C. §§ 105(A)(5) and (12)). Thus, the Discharge and Release Clause covers all debts and claims that existed before April 30, 2007, the Effective Date of the Plan. (Confirmation Order ¶ 78; Plan § 13.3.) Accordingly, the applicability of the Discharge and Release Clause to the plaintiffs’ claims against Delta hinges primarily upon the court’s determination of whether the plaintiffs’ claims arose prior to April 30, 2007. A claim arises, for the purposes of discharge in bankruptcy cases, at the “time of the events giving rise to the claim, not at the time the plaintiff is first able to file suit on the claim.” Carter, 2007 WL 1180581, at *4-5 (internal quotation marks and citation omitted). Moreover, when determining whether a claim arises before or after the date of the Bankruptcy Plan’s confirmation, courts must look to the relevant non-bankruptcy law that serves as the basis for the claim, namely, employment discrimination law, breach of contract law, and, as will be discussed, infra, law surrounding hybrid claims for breaches of collective bargaining agreements and of the duty of fair representation. See, e.g., In re Manville Forest Prods. Corp., 209 F.3d 125, 128 (2d Cir.2000). In employment discrimination cases, a claim is deemed to arise “on the date the employee learns of the employer’s discriminatory conduct.” Flaherty v. Metromail Corp., 235 F.3d 133, 137 (2d Cir.2000); see also Bates v. Long Island R.R. Co., 997 F.2d 1028, 1037 (2d Cir. 1993). Further, a cause of action for breach of contract under New Yoi'k law accrues when the contract is breached. Ely-Cruikshank Co., Inc. v. Bank of Montreal, 81 N.Y.2d 399, 402, 599 N.Y.S.2d 501, 502, 615 N.E.2d 985, 986 (1993). Moreover, a breach of contract claim premised on an employer’s breach of the collective bargaining agreement and on a union’s breach of its duty of fair representation is “apparent to the [plaintiff] at the time [plaintiff] learns of the union action or inaction about which she complains.” Ghartey v. St. John’s Queens Hosp., 869 F.2d 160, 165 (2d Cir.1989); see also Cohen v. Flushing Hosp. & Med. Ctr., 68 F.3d 64, 67 (2d Cir.1995) (“[I]t is well settled that [a hybrid cause of action for a breach of collective bargaining agreement against an employer and breach of duty of fair representation claim against a union] aecrue[s] no later than the time when plaintiffs knew or reasonably should have known that such a breach ... had occurred.” (internal citations and quotation marks omitted)); see also Welyczko v. U.S. Air, Inc., 733 F.2d 239, 241 (2d Cir.1984), cert, denied, 469 U.S. 1036, 105 S.Ct. 512, 83 L.Ed.2d 402 (1984) (six-month federal statute of limitations applicable to hybrid actions under the Labor Management Relations Act (“LMRA”), 29 U.S.C. § 141 et seq., is also applicable to hybrid claims under the RLA). a. The Claim Model Here, plaintiffs’ claims against Delta based upon the ALPA Claim arose after Delta filed its Chapter 11 petition and prior to the Effective Date of the Plan. The 2006 ADC Claim Dispatch, which notified plaintiffs of the details of the allegedly “unreasonable” and “unlawful” method of allocation of the ALPA Claim, was cireulated on October 9, 2006, approximately seven months before the Effective Date of the Plan. (Am. Compl. ¶ 143; Claim Dispatch at 1.) As such, plaintiffs learned about Delta’s alleged discrimination and breach of implied contract based upon the ALPA Claim prior to the Effective Date of the Plan. Indeed, plaintiffs allege that they filed EEOC charges of discrimination against ALPA and Delta before the Effective Date of the Plan. (Am. Compl. ¶¶ 243^44.) However, plaintiffs never raised these claims before the Bankruptcy Court in any form, despite the fact that they were on notice to do so in order to preserve their claims. Accordingly, on April 30, 2007, all of plaintiffs’ claims against Delta arising out of the establishment and implementation of the Claim Model were barred, discharged, terminated, and enjoined by the Discharge and Release Clause and Plan Injunction in the Confirmation Order and Plan and the injunction provisions set forth in sections 1141(d) and 524(a) of the Bankruptcy Code. See 11 U.S.C. §§ 524(a), 1141(d); see, e.g., Carter, 2007 WL 1180581, at *5 (finding plaintiffs discrimination claim, which the court found to arise prior to the confirmation of the debt- or’s plan of reorganization, to be discharged under the under the terms of the Reorganization Plan and by the Bankruptcy Code); see also Garland v. U.S. Airways Inc., 270 Fed.Appx. 99, 101-02 (3d Cir.2008) (discrimination claims against airline based on plaintiffs termination were discharged by confirmation of U.S. Airways’ bankruptcy reorganization plan and by the Bankruptcy Code); Long v. Delta Air Lines, Inc., No. 5:08-CV-00210, 2009 WL 5198092, at *3-4 (W.D.Ky. Dec. 23, 2009) (finding plaintiffs discrimination claims against Delta to be discharged by the confirmation of Delta’s reorganization plan, effective April 30, 2007, and that plaintiff was enjoined from bringing any action against Delta regarding any claims that arose prior to April 30, 2007). b. Notes Model Plaintiffs’ claims against Delta arising from the Notes present a more difficult question. Although acknowledging that the plaintiffs first learned of the Notes Model in August 2007, Delta argues that the claims based upon the Notes Model “existed” prior to the Effective Date of the Plan and were similarly discharged. (Doc. No. 44, Reply Br. in Support of Def. Delta Air Lines, Inc.’s Mot. to Dismiss (“Delta Reply”) at 4 (“[T]o the extent Plaintiffs’ claims against Delta are based on the agreement to allow ALPA to determine the [Notes] model, they arose from Bankruptcy Letter # 51, and where thus also discharged.”).) Delta’s argument is without merit. In both employment discrimination cases and breach of contract cases premised on breaches of a collective bargaining agreement, a claim arises when the employee gains knowledge about the allegedly unlawful or discriminatory action or inaction. Flaherty, 235 F.3d at 137; Ghartey, 869 F.2d at 165. In state-law breach of contract cases, a claim arises when the contract is breached. Ely-Cruikshank Co., 81 N.Y.2d at 402, 599 N.Y.S.2d at 502, 615 N.E.2d at 986. ALPA informed the Delta pilots of the Notes Model through the ADC Notes Dispatch on August 9, 2007, more than three months after the April 30, 2007 discharge date. (Notes Dispatch at 1.) Moreover, Delta concedes that plaintiffs did not have a chance to review their Notes allocations until August 28, 2007. (See Delta Mot. at 9.) Accordingly, plaintiffs’ claims based upon the Notes Model did not arise until plaintiffs could reasonably be expected to learn about the details of the Notes allocation method: at the earliest August 9, 2007, the date of the ADC Notes Dispatch. Because the August 9, 2007 ADC Notes Dispatch post-dates the Effective Date of the Plan, the court finds that plaintiffs’ age discrimination claim and breach of implied contract claim against Delta arising from the Notes are not barred by the Discharge and Release Clause. 2. Exculpation Clause Exculpation clauses are properly considered in a Rule 12(b)(6) motion to dismiss. In re BH S & B Holdings LLC, 420 B.R. 112, 145 (Bankr.S.D.N.Y.2009) (“The Court may take judicial notice of an exculpatory provision at the motion to dismiss stage.”); see also Nisselson v. Lernout, 568 F.Supp.2d 137, 149 (D.Mass.2008) (dismissing complaint on a 12(b)(6) motion when plaintiff failed to plead claims of nonexempt conduct with sufficient particularity to permit the court to reasonably conclude the conduct falls outside the exemption to the exculpation provision). The Exculpation Clause contained in the Confirmation Order and Plan shields both ALPA and Delta from incurring liability “to any holder of a Claim ... for any act or omission in connection with, related to or arising out of, the Chapter 11 Cases, ... the offer, issuance and distribution of any securities issued or to be issued pursuant to the Plan ... or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct, ultra vires acts or gross negligence.” (Confirmation Order ¶ 83; Plan § 13.5.) Defendants contend that the Exculpation Clause is both retrospective and prospective and that, as plaintiffs’ age discrimination and contract claims against them clearly fall within the purview of events covered by the Exculpation Clause, these claims are barred. (See Delta Mot. at 15-17; Delta Reply at 4-5; ALPA Mot. at 27-28.) Specifically, defendants argue that plaintiffs are holders of Claims, as defined under the Confirmation Order and Plan, and that these claims center chiefly upon the defendants’ alleged actions, inactions, and duties relating to and arising directly from Letter 51, a modification of the pilots’ collective bargaining agreement negotiated so that Delta could emerge from bankruptcy, which was incorporated into the Bankruptcy Court’s Plan and approved by the Confirmation Order. (See Delta Mot. at 15-17; Delta Reply at 4-5; ALPA Mot. at 27-28; see also Am. Compl. ¶ 129.) The defendants therefore argue that the acts or omissions alleged by plaintiffs arise out of “the Chapter 11 Cases” under the purview of the Exculpation Clause. (See Delta Mot. at 15-17; Delta Reply at 4-5; ALPA Mot. at 27-28.) Furthermore, the defendants argue that the allocation models developed to distribute the ALPA Claim and the Notes constitute issues of administration of Letter 51, an integral part of the Bankruptcy Plan, and that the ALPA Claim and the Notes, which are either securities or stock convertible into cash, constitute securities and property to be distributed under the Plan. (Delta Mot. at 15-17; Delta Reply at 4-5; ALPA Mot. at 27-28; see also Plan §§ 1.1(7), 1.1(163), 1.1(164), 4.2(d), and 6.14.) Thus, defendants argue, and the court agrees, that plaintiffs’ age discrimination and breach of contract claims fall squarely within the substantive coverage of the Exculpation Clause. Defendants further argue that plaintiffs’ conclusory allegations that defendants’ actions amount to “willful misconduct” are insufficient to except plaintiffs’ claims from the scope of the Exculpation Clause for purposes of the motion to dismiss. (Delta Mot. at 18; Delta Reply at 4-5; ALPA Mot. at 28-29; Doc. No. 40, Reply Mem. of Law in Further Supp. of Mot. to Dismiss of ALPA and Prater (“ALPA Reply”) at 9.) In response to defendants’ arguments, plaintiffs contend that: (1) plaintiffs’ claims are not barred by the Exculpation Clause because plaintiffs have properly alleged that ALPA’s and Delta’s conduct constitutes willful misconduct; and (2) the Exculpation Clause is retrospective only, so that even if it applied to plaintiffs’ claims, it would only absolve the defendants from liability for conduct which occurred prior to the Effective Date of April 30, 2007. (PI. Opp. to Delta at 16-18; PI. Opp. to ALPA at 30-31.) a. Retrospective Nature of Exculpation Clause Defendants argue that the text of the Exculpation Clause is both prospective and retrospective in nature and therefore shields both ALPA and Delta from liability related to or arising out of the development of both the Claim Model and the Notes Model. (Delta Mot. at 16-17; ALPA Mot. at 27-28.) Plaintiffs, on the other hand, argue that the Exculpation Clause protects against retrospective actions only, and thus would not exculpate defendants from their liability related to or arising out of the development of the Notes Model. (PI. Opp. to Delta at 16-18; PL Opp. to ALPA at 30-31.) The court declines to adopt plaintiffs’ interpretation of the Exculpation Clause. First, the Exculpation Clause, which shields Delta and ALPA from “any liability” for, inter alia, “any act or omission in connection with, related to or arising out of ... the administration of [Delta’s] Plan [of Reorganization],” contains no explicit limitation regarding the temporal genesis of that alleged liability. (Confirmation Order ¶ 83; see also Plan § 13.5.) Further, the language of the clause itself is prospective in nature, as it exculpates the parties from liability arising out of “the administration of the Plan,” including securities “to be issued pursuant to the Plan,” and “property to be distributed under the Plan.” (Confirmation Order ¶ 83; see also Plan § 13.5.) As courts in this circuit have noted, limiting the scope of the Exculpation Clause to actions occurring only prior to the Effective Date “would render the ‘administration of the Plan’ clause meaningless, because conduct during the administration of the Plan necessarily occurs after the effective date of the Plan.” In re Flushing Hosp. and Med. Center, 395 B.R. 229, 235 (Bankr.E.D.N.Y.2008) (holding that an exculpatory clause in a bankruptcy order, which shielded the debtor from liability arising out of “administration of the [Bankruptcy] Plan,” covered acts and omissions occurring after the Effective Date of the Plan). Thus, the court finds that the Exculpation Clause contained in the Confirmation Order and Plan covers all liability stemming from the allocation of the ALPA Claim and the Notes, notwithstanding the fact that the distribution of the Notes occurred subsequent to the Effective Date of Delta’s Bankruptcy. See id. Accordingly, unless an exception to the Exculpation Clause applies, plaintiffs’ claims against defendants arising from both the ALPA Claim and Notes Models are barred by the Exculpation Clause contained in the Confirmation Order and Plan, b. Definition of “Willful Misconduct” Neither the Confirmation Order nor the Plan defines the term “willful misconduct,” as used in the exception to the Exculpation Clause. Courts interpreting “willful misconduct” in exculpation clauses with similar language to the clause in this case have defined the term as “intentional” conduct. See, e.g., Sabella v. Scantek Med., Inc., No. 08-CV-453, 2009 WL 3233703, at *12 (S.D.N.Y. Sept. 25, 2009) (holding that because “there is no suggestion that the term [‘willful misconduct’ as used in exculpation clause] is ambiguous, ‘willful misconduct’ will be given its ordinary meaning, which is ‘Misconduct committed voluntarily and intentionally.’ ” (citing Black’s Law Dictionary (8th ed. 2004))); see also Black’s Law Dictionary (8th ed. 2004) (defining “misconduct” as “[a] dereliction of duty; unlawful or improper behavior”); Mansfield v. Air Line Pilots Ass’n Int’l, Nos. 06-C-6869, 07-C-590, 2007 WL 2048664, at *3 (N.D.Ill. July 9, 2007) (on motion to dismiss, analyzing similar exculpation clause exempting “willful misconduct” from purview and concluding that “[t]he words ‘intentional’ and ‘willful’ are synonyms, for all practical purposes.” (citing Webster’s Third New Int’l Dictionary 2617 (1993))). Relying on Supreme Court cases analyzing willful violations of the ADEA, plaintiffs argue that “willful” conduct occurs where “the employer either knew or showed reckless disregard for the matter of whether its conduct was prohibited by statute.” (Pl. Opp. to ALPA at 31 (citing McLaughlin v. Richland Shoe Co., 486 U.S. 128, 133, 108 S.Ct. 1677, 100 L.Ed.2d 115 (1988)); Pl. Opp. to Delta at 16 (same)); accord Hazen Paper Co. v. Biggins, 507 U.S. 604, 617, 113 S.Ct. 1701, 123 L.Ed.2d 338 (1993) (analyzing § 7(b) of the ADEA and concluding that a violation of the ADEA would be “willful” if “the employer either knew or showed reckless disregard for the matter of whether its conduct was prohibited by the [ADEA]”); Trans World Airlines, Inc. v. Thurston, 469 U.S. 111, 126, 105 S.Ct. 613, 83 L.Ed.2d 523 (1985) (same); Benjamin v. United Merchants and Mfrs., Inc., 873 F.2d 41, 44 (2d Cir.1989) (same). Plaintiffs therefore contend that the knowing or reckless disregard standard from ADEA cases should be imported into the definition of “willful misconduct” found in the Exculpation Clause. Defendants do not dispute this argument or offer an alternate definition of “willful misconduct.” Accordingly, the court adopts plaintiffs’ proffered definition of “willful misconduct.” However, because plaintiffs do not argue that the “knowing or reckless disregard” standard is also applicable to willful breaches of contract and because the case law cited in support of the plaintiffs’ “knowing or reckless disregard” standard is limited to violations of the ADEA, the court limits the application of this standard to analysis of plaintiffs’ ADEA claims. The court applies the “intentional” standard in its analysis of plaintiffs’ breach of contract claims. c. Allegations of Delta’s Willful Misconduct In order to wi