Full opinion text
MEMORANDUM OPINION LIMBAUGH, District Judge. Plaintiff filed this action alleging that he was harassed and demoted on the basis of race. Plaintiff alleges that his immediate supervisor subjected him to harassment and verbal abuse, unfairly evaluated his job performance, unfairly disciplined him, and was instrumental in the final decision to demote him solely due to the plaintiffs race. Plaintiff further alleges that defendant’s management personnel were aware of the racial harassment and failed to take proper steps to eliminate it. Plaintiff has brought suit pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq. This case was tried before this Court sitting without a jury on October 7-8 and 12-13, 1993. All objections to exhibits that were taken with the case are now overruled, and all exhibits offered into evidence at trial are received into evidence. This Court, having now considered the pleadings, the testimony of the witnesses, the depositions testimony, the documents in evidence and stipulations of the parties, and being fully advised in the premises, hereby makes the following findings of fact and conclusions of law as required by Federal Rule of Civil Procedure 52. FINDINGS OF FACT Plaintiff George L. Gipson is a citizen of the United States who resides within the Eastern Division for the Eastern District of Missouri. Plaintiff Gipson is an “employee” within the meaning of Title VII. Defendant Borden, Inc. is a corporation duly organized and existing under the law and is an “employer” within the meaning of Title VII. Plaintiff was first employed by Fairmont Foods in 1972 as a Route Salesman. He was recruited for the job by Tony Kern, another Route Salesman with whom he had previously worked at Colonial Bakery. He was promoted over the next fourteen (14) years to Area Sales Manager, District Sales Manager (hereinafter abbreviated to DSM), and finally Regional Sales Manager (hereinafter abbreviated to RSM) in the KAS Snaektime division. During this time period, Fairmont Foods was acquired by Culbro Corporation. In 1986, as a RSM for the St. Louis region, plaintiff reported to Division Sales Manager Fred Mainer, who was headquartered in Centralia, Illinois. In July 1987, following Mainer’s retirement, Culbro hired Rick Brank. Unlike his predecessor, Brank was headquartered in St. Louis in the same building as the plaintiff. In August 1987, Borden acquired the KAS Snaektime division from Culbro. Plaintiff and Brank retained their same positions following the acquisition. However, with a change in ownership came a dramatic change both in management organization and in management style. A Regional Sales Manager is responsible for major accounts. S/he supervises the operation and expenses of five to six District Sales Managers. The Regional Sales Manager trains the District Sales Managers. The District Sales Managers train and supervise six to eight Route Salespersons. A Route Salesperson calls on customers and is primarily directly responsible for the presence of the product in the store (i.e. stock the shelves, rotate stock, remove stale product, arrange the display of the product). As stated before, prior to the acquisition of KAS Snacktime by the defendant, plaintiff reported to the Division Sales Manager (Fred Mainer) in Illinois. Mainer reported to the Vice-President in Charge of Sales (Pat Miller) located in Indianapolis. After the acquisition, plaintiff reported to the Division Sales Manager (Rick Brank) in St. Louis. Brank reported to Pat Miller. However, in May 1988 Pat Miller became Vice-President of the Division, and Bruce Cutting became Vice-President in Charge of Sales. There are three regions in the St. Louis area: J.C. Kupp was the RSM for the Ken-nett, Missouri region (Region 1);- Plaintiff was the RSM for the St. Louis, Missouri region (Region 2); and Tony Kern was the RSM for the Farmington, Missouri region (Region 3). Plaintiff was the only black RSM during the relevant time period. Region 2 and Region 3 are dissimilar marketing regions. Region 2 is an urban market covering West Central Illinois, and the Eastern, Mid-Central, and Northeastern portions of Missouri (including Metropolitan St. Louis). Region 3 is a rural market covering Northern Arkansas, Southern Missouri, Northwestern Kentucky, Northwestern Tennessee, Southern Illinois, and parts of Eastern Oklahoma and Eastern Kansas. In Region 2, the five or six major accounts were all within the metropolitan St. Louis area; and account calls were typically only a few miles or minutes apart. In Region 3, the major accounts were spread across five (5) states; and account calls were typically thirty or more miles apart. Inventory maintenance differed between the two regions. In Region 2, there was a central location for inventory distribution to the Route Salesman, DSMs, or the RSM. The St. Louis RSM was responsible for the maintenance and operation of the warehouse. Region 3 was considered to be a “field operation”; the Route Salesmen were responsible for maintaining their own inventory via personalized inventory storage or “bins”. Both plaintiff and Tony Kern, as RSMs, had identical job descriptions except that plaintiff was also responsible for the management and operation of the St. Louis warehouse facility. The management style under Fairmont Foods and Culbro was a “laid-back” style. Prior to 1987 there was little competition in the snack food business. In 1987, competition began to heat up. Anheuser-Busch had begun to market snacks through its Eagle Brand company; and Frito-Lay was actively marketing its products in the stores and through mass advertising. Borden decided to pursue the market in an aggressive manner. It directed upper management at KAS Snacktime to take a more direct approach to marketing their products. This was characterized by a “three-step marketing ap-proaeh”: initiate the account and familiarize the buyer with the product; service the account (stock shelves, rotate stock, remove stale stock, suggest and monitor advertising campaigns, highlight promotions and specials on certain products); and provide active follow-up for the account (maintain regular personal contact with the buyer). Borden’s emphasis was on active management of accounts; it expected its people to make things happen, not wait around for something to happen. Borden management emphasized direct (“hands on”) supervision of subordinates. It believes that there is a direct correlation between store appearance and sales with the management of route salespeople and the DSMs. A main focus was on having the DSMs “route ride” two to three times a week with their sales staff. Borden believes that if a DSM regularly rides with the sales staff and observes that person making calls and marketing defendant’s products, problems could be averted and sales performance improved. It further believes that the RSM should spend less time calling on major accounts via the telephone, and more time making personal contact with these accounts. Plaintiff and Rick Brank began their business relationship in July 1987. From the beginning, it appeared not to be exactly a match made in heaven. At their initial meeting, Plaintiff presented Brank with a jacket with Brank’s name and the defendant’s logo on it. Brank hung the jacket up and never removed it, nor did he ever wear it. They also discussed the future of one of plaintiffs DSMs, Lionel Harris. Lionel Harris was the only black DSM at the time. Plaintiff testified that Brank referred to Harris as the “fat black guy with glasses” and that Brank wanted him fired because Harris did not fit into Brank’s plans. Plaintiff refused to fire Harris because he felt that Harris was one of his top DSMs. Shortly thereafter, plaintiff and Brank went on a market tour of stores in plaintiffs region. Plaintiff testified that Brank physically threatened him for entering one of the stores ahead of Brank. In early August 1987 plaintiff failed to attend an 8:00 a.m. meeting with Brank. Plaintiff was in Granite City, Illinois at the time and did not arrive at the office in St. Louis until 9:30 a.m. Plaintiff testified that he called in to report that he would be unable to attend the meeting. Plaintiff further testified that Brank again physically threatened him for his absence. In September 1987, plaintiff was evaluated for job performance between January 1987 through August 1987. Brank rated plaintiff in seven (7) areas of accountability: Accountability # 1—Development and Attaining the Sales Forecast; # 2—Expense Planning and Control; # 3—Selection and Development of Sales People; #4—Implementation of District Sales Managers and Route Salesperson Training Program; # 5—Maintenance of Rapport with Major Customers; # 6—Orga-nization of the Region and Deployment of People, Equipment and Materials Within the Region to Optimize Sales Penetration and to Provide the Best Service to the Customer; and # 7—Implementation of Advertising and Promotional Programs Established at Headquarters. Plaintiff was rated Competent minus (C —) for Accountability # 1 because his sales were behind plan; C — for Accountability # 2 because his expense planning and control were behind plan; Fair minus (F —) for Accountability #3 because he had not established a route riding program for his DSMs and they had averaged less than one day per week riding routes; Fair (F) for Accountability #4 because his route salesperson had not completed training; F for Accountability # 5 because the plaintiff had not called on regional accounts in accordance with defendant’s required frequency; Competent (C) for Accountability # 6; and F for Accountability #7. Brank’s overall rating for the plaintiff was Fair (F), the second lowest rating available. As a result of this rating, plaintiff was denied a wage increase. Brank also completed Tony Kern’s January 1987—August 1987 job performance evaluation. He rated Kern as follows: Accountability # 1—C; Accountability # 2—F; Accountability #3—S; Accountability #4—S; Accountability # 5—D; Accountability # 6— S; and Accountability # 7—C. Kerns overall rating was sufficiently high enough to earn him a 6% wage increase. As part of his evaluation of the plaintiff, Brank submitted a written narrative of what he considered to be plaintiffs weaknesses. He found that although plaintiff possessed a thorough knowledge of the defendant’s business, he felt that the plaintiffs mediocre job performance was due to three factors: poor communication skills; failure to complete assignments as requested; and failure to take responsibility for his actions. Brank noted that the plaintiff tended not to answer questions directly and to interrupt ongoing conversations, that the plaintiff had failed to consolidate routes as requested to do so over nine (9) months earlier; and that the plaintiff consistently blamed others for his own failures or problems in his region. Brank believed that “George’s overall performance rating will be significantly improved once he improves his communication skills.” Brank then developed an action plan “[i]n order for George to improve his performance.” This (6) months “plan of action” identified specifically seven (7) objectives that plaintiff was to achieve within the following six (6) months. These objectives were as follows: 1) Attend all meetings and be there at the appointed time; 2) Call on each headquarter account at a frequency of every two weeks; 3) Spend four days per week in the field. Write points for your attention after each contact; 4) Complete all tasks assigned on a timely basis; 5) Have preplanning before each promotion period to set objectives and role play presentation; 6) Attend a class on communication skills for managers; and 7) Schedule one meeting per week with your Division Sales Managers to discuss current operations. A formal evaluation was to take place after ninety (90) days had passed. Shortly after his own job performance evaluation was completed, plaintiff completed a job performance evaluation for Lionel Harris. Plaintiff considered Harris to be one of his top DSMs. He recommended that Harris receive a wage increase; however Brank refused to approve the recommendation and put Harris on a ninety (90) day performance plan. Harris submitted a written protest in which he blamed the denial of his wage increase on race discrimination. This written protest prompted a visit to St. Louis by Charles Kester, Director of Human Resources for the defendant. When Kester visited St. Louis on the Harris matter, he encountered the plaintiff. Plaintiff told Kes-ter that he believed that both he and Harris were being treated unfairly; however, he did not qualify his statement as racial discrimination. Kester told plaintiff to send him a written account of his grievances. Meanwhile, on October 26, 1987 Brank sent plaintiff a memorandum noting that plaintiff had failed to appear at an 8:00 a.m. meeting with Brank. Brank reminded plaintiff that they had agreed, during the plaintiffs performance review earlier that month, that plaintiff and Brank would meet every Monday meeting at 8:00 a.m. In November 1987, plaintiff had discussions with Brank regarding two people: Leon Hayes and James Stores. Hayes was a black route salesman who worked the 20-22 Route. Brank wanted the route terminated. Plaintiff refused to terminate the route (and in essence terminate Hayes) and instead prepared a feasibility study showing the route as profitable, but nonetheless Brank closed the route. Later Brank berated plaintiff for failing to fire Hayes; however, plaintiff pointed out that Hayes had seniority and union rules required defendant to provide Hayes with another route. Route 20-22 was later reinstated. James Stores was recommended by plaintiff for a route salesman position as a new hire. Brank rejected the request because he felt Stores was not “Borden material”. Plaintiff argued that the company needed a black individual to work the reinstated Route 20-22, as most of the customers were black. Brank recanted his opposition to the hiring of Stores, and allowed plaintiff to hire Stores to work Route 20-22. On November 6, 1987 plaintiff informed Brank that he would be presenting certain proposals to two potentially new customers; Brank responded that soliciting new customers required his prior approval which he was not giving. On November 11, 1987 Brank asked plaintiff to explain the sale of product below cost to a local soccer team which Brank considered to be against company policy and bad for business. Plaintiff responded by explaining that the transaction did not initially begin as a sale but rather as a donation; however, he did admit that he had undercharged the soccer team by $1.00 per case. Meanwhile, on November 10, 1987 Brank commended plaintiff on a letter he had written to one of his route salespersons. He told Gipson that “I believe you did a good job on the attached PFYA [the letter to the route salesperson].” He went on to make the following suggestions for future PFYAs: 1) “The points you make should be specific, measurable, actionable and compatible with Region programs; and 2) It is sometimes good to establish a follow-up date to get a working deadline.” On November 13, 1987 Brank criticized plaintiff for dumping out-of-code product with charities which was against company policy. Plaintiff testified that this had been standard practice. That same day Brank also sent Gipson a memorandum concerning truck maintenance folders. Brank pointed out deficiencies discovered by a Mr. Dudley. Brank asked plaintiff to “[p]lease review truck folders and bring up to date.” In response to this memorandum, plaintiff simply sent copies of Brank’s memorandum of November 13th to his DSMs. On November 19, 1987 Brank sent plaintiff a memorandum stating “Please prepare a progress report on the objectives we set on October 7, 1987.” On November 25, Plaintiff responded by noting that 1) he had attended all scheduled meetings on time except for one on October 26, 1987—he had forgotten the meeting because (although he was at the office) other events had diverted his attention; 2) he was not calling on major accounts every two weeks because he couldn’t get appointments that often; however, he was telephoning these accounts between appointments “when necessary”; 3) he was “averaging” four days/week in the field, except for the week following his prior week’s vacation; also he had spent only one day on Routes 2005, 2044, and 2053 since October 7th; and 4) he had completed all assigned tasks, held preplanning sessions before each promotion period, and scheduled weekly meetings with his DSMs. Finally, he noted that he would be unable to attend a class on communication skills for managers until January 1988. On December 10,1987 Brank reprimanded plaintiff for three (3) specific problems: 1) failure to implement displayable accounts program on Krunchers; 2) failure to secure route riding program; and 3) failure to have retail stores appropriately displayed. Brank reminded plaintiff that the reprimand became a part of the plaintiffs permanent file. He ended the reprimand by stating “George I urge you to take the action necessary to bringing these areas up to our standards.” This reprimand, as well as most correspondence from Brank to plaintiff, was copied to Pat Miller. On December 11 and 21, 1987 Brank sent plaintiff memoranda highlighting DSM route riding deficiencies for Lionel Harris, Mike Zavorka, Rich Daniels, and Don Carmack. On December 14, 1987 Brank issued plaintiff a reprimand for insubordination. He pointed out that despite telling plaintiff earlier that the selling of Kruncher displays was the number # 1 priority for plaintiffs DSMs from December 10 until December 18, Brank had found that no one, including the plaintiff, was working on the displays. He further noted that plaintiff had indicated that he would not have his DSMs work on Saturday (December 12,1987) to sell the Kruncher displays. On December 15, 1987 Brank issued plaintiff another reprimand regarding plaintiffs account call on National stores. He pointed out to plaintiff that he had 1) missed an advertising campaign; 2) failed to comply with the buyer’s request for unit sales volume on each promotion; 3) argued with the buyer as to whether or not the buyer had made such a request; 4) failed to provide relevant information to the buyer and again argued with the buyer as to service levels versus percent increase in sales; 5) made the presentation in a “casual, lackadaisical manner”; and 6) missed an ad for Krunchers because he had made the appointment too late. On December 18,1987 Brank informed plaintiff that his performance reviews and salary recommendations for Don Carmack and Rich Daniels had not been approved by Pat Miller. Miller disapproved of the salary increases because 1) Carmack’s sales were below both plan and the region average, he had failed to train more than two (2) people in accordance with company standards, and he had failed to be on plan with his merchandising; and 2) Daniels’ sales were also below plan, although his stales were controlled well. Miller explained that in order for an employee to receive higher than a middle grade (C) rating, the employee had to exceed their plan whether it be in sales or stales. On December 22, 1987 Brank sent plaintiff a memorandum informing him that effective immediately plaintiff was responsible for the Shop N’ Save account. Brank further informed Gipson that the Deli Chip account had been lost ninety (90) days earlier, a business worth 31,200 cases of product. Brank wanted to know what happened, why plaintiff had not made an appointment with the Deli buyer as Brank had requested, and why Brank was never informed (before now) that the account had been lost. In January 1988, plaintiff presented the business review for National stores. Present for the review were National personnel and Brank. On January 27, 1988, following the presentation, Brank sent a memorandum to plaintiff congratulating on making an “excellent presentation”. On February 28, 1988 Charles Kester received from plaintiff a seventeen (17) page “letter” expressing plaintiffs dissatisfaction with his September 1987 job performance evaluation and the various reprimands issued to him by Brank. The document goes to great lengths to explain why plaintiff felt the reprimands were unjustified and to voice his personal dislike for Brank. Although the document consistently accuses Brank of harassing the plaintiff and gives “examples” of the alleged harassment, no where does it state that plaintiff believes he is being victimized by Brank on the basis of race. Kester found plaintiffs accusations to be quite serious and discussed the matter with Pat Miller and Essex Mitchell, defendant’s Equal Employment Opportunity Officer. They decided that given plaintiffs accusations, and subtle indications that race discrimination might be taking place, it would be best for Miller and Kester to personally investigate the situation. Meanwhile, on March 10, 1988 Brank sent plaintiff a memorandum expressing his satisfaction with a recent market check conducted with the plaintiff. He told plaintiff that he “enjoyed our time together on March 8, 1988.” He went on to remind plaintiff of important points they had discussed: # 1 priority for plaintiff to increase his DSMs’ route riding; that all region personnel understand the way plaintiff wants the shelf merchandised; and that it was imperative that region personnel sell corn displays. He ended the memorandum by stating “I believe you have made progress on how the stores look. Keep it up.” Following receipt of this memorandum, plaintiff (on March 19, 1988) issued a memorandum to his DSMs highlighting the areas Brank had emphasized in the March 10th memorandum. As to route riding, the only statement addressing this concern was “The most efficient way to correct the above problems is to ride routes. Make sure you spend as much time as possible riding routes. I will spend more time on routes.” On March 23,1988 (without advance warning) Kester and Miller visited St. Louis to meet with Brank and Gipson. They met with Brank alone first to apprise him of the letter that Gipson had sent (Brank did not know until then of the letter’s existence). They first discussed the September 1987 job performance evaluation. It was discovered that the sales and expense planning numbers were incorrect because Brank had used figures for the entire month of August because of Borden’s buy-out, whereas normally only a four (4) week period in August would have been utilized. It was Miller’s opinion that plaintiffs complaints about his ratings for development of sales people and advertisement/promotion were subjective. However, with regard to plaintiffs rating for advertise-menVpromotion, the Neilson figures supported Brank’s rating. As to the training program, it was everyone’s opinion that plaintiffs rating was justified because he did not achieve plan requirement of training one person per district per quarter. As to customer rapport, Miller had personal knowledge that Schnuck’s buyer, Cindy Parentin, had criticized plaintiffs work. Finally, it was agreed that plaintiff had failed to complete the strike plan as requested since two routes were not serviced during a strike that previous summer/fall. The group then discussed plaintiffs accusations of verbal abuse and harassment. Brank claimed that he had discussed the National account call reprimand (December 15, 1987) and still believed that plaintiff had missed an opportunity for a Kruncher advertisement. As for the Shop N’ Save reprimand (December 22,1987), Brank claimed he had never refused to discuss the matter with plaintiff and had never been made aware of the situation as outlined in the plaintiffs letter. Brank told Kester and Miller that plaintiff had been warned before about making proposals for new business without first bringing it to Brank’s attention, and that is why he reprimanded him. Brank admitted that he issued the reprimand about selling product out-of-code based upon information given to him from E.T. Nolan and that he had not personally reviewed the information received. Regarding the reprimand for insubordination (December 14, 1987), Brank stated that he had emphasized the importance of the Kruneher’s display to plaintiff and when he asked plaintiff to instruct his DSMs to work on Saturday, plaintiff had refused to do so. As to the verbal abuse, Brank admitted that at least on one occasion he did threaten to “tear plaintiffs head off’. Miller told Brank that this kind of remark was inappropriate and would not be tolerated under any circumstances. Finally, as to the loss of the Queen store accounts, Brank claimed that he did not know about the situation until Tony Kern told him. Following their discussion with Brank, the three men met with the plaintiff. Plaintiff initially began the discussion by pointing out that only he and Lionel Harris had failed to receive pay increases, the only two black members of management. However, this was not in fact the case, as pointed out to plaintiff. Harris did receive a significant pay increase retroactive to January 1,1988 which the plaintiff himself had approved over a month earlier. Kester testified that Harris’ initial pay increase had been inadvertantly missed because wages had been frozen for a time and when the freeze was lifted, Harris’ pay increase had been overlooked. Since Borden policy prohibited retroactive increases, management increased Harris’ wage increase to make up the difference for the lost time. The men then discussed the plaintiffs job performance review of Fall 1987. It was agreed that in some areas Brank’s figures were wrong; and in other areas plaintiffs figures were wrong. It was also noted that some of the review was based upon observations which were strictly subjective for which there really was no way to measure accuracy. It was pointed out to the plaintiff that although Brank had plaintiff $125,000 behind plan; plaintiff had actually been $165,000 behind plan. Plaintiff attempted to explain this deficit by blaming it on the loss of the Kroger account; however, Miller pointed out that such a loss is part of doing business. Miller and Kester told the plaintiff that although the expense figures were incorrectly computed (a five week August instead of a four week August), a revised computation still showed that he had overspent according to plan. As to the training of salespersons and route riding by the DSMs, Miller and Kester took into account plaintiffs explanations regarding vacations, the strike, and the fact he had trained more than Kern had trained (in Region 3). Plaintiff agreed that he may have a problem as to rapport with major customers, but he felt that he should have been made aware of this problem before the appraisal. As their discussions continued, Kester noted that Brank and plaintiff had very different perspectives as to how account calls went. As to plaintiffs failure to aggressively promote the defendant’s corn products, plaintiff explained that if he had $2000 to spend, he spent it on (potato) chips because that had always been (in the past) KAS philosophy. After reviewing the job performance appraisal and apprising the plaintiff what changes would be contemplated, Miller directed his attention to the relationship between plaintiff and Brank. According to Kester’s testimony, notes of the meeting, and formal memorandum to defendant’s files, Miller believed that the situation did not involve racial discrimination but rather a serious communications problem. Miller chastised both plaintiff and Brank for failing to talk directly to each other and work out their differences. He told both of them that they were talented managers who have the ability to move the business forward and this situation was not accomplishing that mission. He emphasized that Brank was the Division Sales Manager in charge of running the business and as senior manager in the division it was his duty to make or review all major decisions affecting the business. Miller felt that personnel issues were a matter for the Human Resource Department. He reiterated that it was company policy for all employees to be treated fairly and equally. In order to change the combative relationship that appeared to be in place, it was agreed that certain specific communications parameters would be set. These included: 1) Brank and plaintiff having weekly meetings in order to discuss face-to-face any issues arising; 2) any performance evaluations of Gipson would be first discussed in person and follow-up letters would also be presented personally and discussed; 3) both men would spend more time together outside of the Monday morning meetings in an informal atmosphere discussing business issues; and 4) Brank and Gibson were to inform other employees that they were working together to communicate more effectively with each other and to get the business moving again. Miller also informed Gipson that defendant would redo his Fall 1987 job performance evaluation and adjust the overall reevaluation based on corrected information, that he would be given any salary increase due retroactive to January 1, 1988 (properly adjusted to make the plaintiff whole for the period back to September 1,1987), and that he would get his ninety (90) day review as promised back in September 1987 (when plaintiff had been put on the six-month performance plan) and that any salary increase coming out of that would also be effective January 1, 1988. Kester noted that everyone shook hands and that the meeting ended in a positive manner. Back in Indianapolis, Kester reviewed the meeting and “communications agreement” with Essex Mitchell. Kester testified that Mitchell felt that the action taken was appropriate. Shortly thereafter, Brank issued a revised performance evaluation based upon the meeting of March 23rd. The revised evaluation upgraded Accountability # 2 from a C - to a C, upgraded Accountability # 4 from an F to a C —, and the overall grade was changed from an F to a C - with an accompanying 3% wage increase recommendation. Since the raise was retroactive to 1987, in reality it was a 6% raise. Gibson attempted to once again present to Brank his objections to his original 1987 job review, but Brank refused to discuss the matter any further and told plaintiff that all he was getting was the wage increase recommended .pursuant to the revised job evaluation. On April 4, 1988 Brank sent to all RSMs and DSMs a memorandum in which he pointed out that “George had an excellent call at National” and that Gipson’s follow-up letter was a good example to be followed. Shortly thereafter, Brank issued Gipson his job performance evaluation for the period January I, 1988 to March 19, 1988. He was rated as follows: Accountability # 1—Superior (S); Accountability # 2—C; Accountability # 3— F+ (noting that although there had been improvement, route rides were still below company standard and region standard); Accountability # 4—C - (noting that the training program had been implemented and was on target; however plaintiff still needed to do more “work withs”, i.e. personally working and riding with his DSMs); Accountability # 5—C — (noting that there had been improvement in this area, but that plaintiff still needed to more actively participate in food clubs and to more actively entertain key executives in major accounts); Accountability # 6—C + (noting that this was an area of major strength for Gipson); and Accountability # 7—C — (noting that plaintiff was still not concentrating on getting corn displays, that although there were improvements in store appearances, there were still wide disparities among the stores, and that Gipson needed to spend more time in the field training and motivating his DSMs to get the stores fixed). Plaintiffs overall performance grade was a C. Brank noted that plaintiff had improved his job performance since the last evaluation; however, he noted that plaintiff still had to spend more time directly working with his DSMs—that plaintiff “spends too much time fixing problems rather than training and directing his DSMs to handle them.” Brank noted that there had been improvement in communications; “however, he still needs to work on surfacing and talking about operating issues and problems.” On April 25, 1988 Brank issued a memorandum to all RSMs and DSMs highlighting a Schnuck’s business review conduct by Gipson. Brank stated that “[i]t was an excellent review!”. May 6, 1988 Gipson reported sales above plan for the week ending April 29, 1988. Brank sent the report to his “new” supervisor, Bruce Cutting, noting that plaintiff had done a “great job”. On May 10, 1988 Cutting visited St. Louis to meet personnel, including Brank and Gip-son. Cutting knew Brank from a previous position at Proctor and Gamble. He first met with Brank (alone) to discuss business in general, then to discuss Brank’s relationship with the plaintiff. Cutting then met with the plaintiff. Plaintiff complained to Cutting about communication problems with Brank and that he felt that Brank was treating him unfairly. He never said anything to Cutting about Brank using any type of racial slurs in connection with him or any other employee. Cutting was very direct with the plaintiff, he emphasized that the company was interested in job performance and not “personal” difficulties between employees. He told Gibson that he had to have better direct supervision of his DSMs, and his DSMs had to have better direct supervision of their route salespeople. Cutting told the plaintiff that direct supervision was accomplished through route riding; not “open route riding” or “pulling a route”. He told plaintiff that a lack of route riding often resulted in sloppy handling of the marketing of the defendant’s merchandise. He also told the plaintiff that reporting riding open routes as route riding was improper. He and Gipson then went on a tour of several of the store accounts that the plaintiff manages. Cutting followed-up his visit with a memorandum to Gipson, dated May 13, 1988. In this memorandum, he states that he “totally enjoyed my visit with you, George.” He goes on to tell the plaintiff that he appreciates the many years of experience that the plaintiff has in route sales; but, he emphasizes that “I would, however, make one important distinction with you that I believe- you understand. The Region Manager’s job draws on the experience of the route so that you can direct the route to build his business, not just ride the route.” He further states that “[w]hen Rick or I focus strictly on performance expected from you or your districts or your routes, the effort is being placed so that you can improve the total operation.... when you work with your DSMs, your focus must be in that also, George ... Spending effective training and development time with your people can add to the strong image I have today of George Gipson. Concentrating on performance issues (as opposed to attitudes) with specific methods of improving expectation levels will make George Gipson a strong Region Manager not just a strong salesman.” Cutting reminds Gipson that being a RSM is different from being a DSM or a route salesperson and that “[djriving the need for developing your organization is tough on you, only because you pointed out that your previous conditioning from a management/supervisory image was not to work with routes or districts, simply because that wasn’t the way it was done.” He goes over the store accounts visits and reiterates that he expected a 10 rating for plaintiff’s better stores, yet of the plaintiff’s better stores, the highest score was a 7 out of 10, with the balance being a five. “That is not to be interpreted as a warning, but rather opportunity for you to build the organization to a ten ... George, the stores need performance improvements and you can see where ... A part of that situation can immediately improve if you manage the planning of time DSMs spend on routes ... My personal belief is that your business will improve if your managers are training and managing their routes in person, on site ...” Cutting specifically points out to the plaintiff that his DSMs are not riding routes; i.e. that they have collectively averaged .8 days per week. He ' contrasts this with Region 3, wherein the DSMs collectively have logged an average of 2.1 days per week. Finally, Cutting finishes his memorandum by briefly addressing plaintiffs relationship with Brank. He tells the plaintiff that “I enjoyed the person of George Gipson. It is clear to me that Rick Brank does also. The fact that both of us want to help you improve your performance as a Region is testimony to our mutual need as managers to provide you training, direction, and focus on how you do that. Being constantly defensive is a conditioning I do not condone nor understand. Defensive reaction to constructive comment simply gets in the way of progress, George. Listen to me, for I care for you. It’s my job and Rick’s job to build your performance, not reasons why things don’t happen.” On June 22, 1988 Cutting wrote Gipson thanking him for his “time, effort, and frankly outstanding results in preparing for the Krunchers! market tour in St. Louis/East St. Louis for Monday, June 20!” Cutting noted that although plaintiff and his people had to devote most of the weekend preparing the market tour, it was worth it because new business was obtained. On July 5,1988 Brank wrote the plaintiff a written reminder that certain activities had priority and required Gipson’s immediate attention. On July 28,1988 Brank commended plaintiff on a follow-up note that the plaintiff had sent with regard to the Shop N’ Save account. Brank sent a copy of this commendation to Cutting. In the beginning of August 1988, Cutting was concerned about inconsistencies in the quality of Gipson’s store accounts. He suggested to Brank that Brank develop a specialized program for the plaintiff so that the plaintiff would clearly understand his responsibilities and duties. Cutting had used these “performance development programs” in the past with other lower level management employees while at Proctor and Gamble. Cutting believed that at least fifty percent (50%) of the time, these performance development programs were one hundred percent (100%) effective; however, the other 50% of the time, there was some degree of failure. Cutting knew that in 1987 Brank had unsuccessfully attempted to put Gipson on a more generalized performance development program. At Cutting’s suggestion, Brank did develop a performance development program with the plaintiff. Brank and Gipson discussed the program and its importance to enhancing plaintiffs managerial skills. Plaintiff understood the purpose of the program; however, he testified that he did not believe his participation in and/or completion of the program was “mandatory”. The document outlining the program states that the purpose of the program is “to initiate a personal development program that will develop and refine skills levels in the following areas: (1) District Sales, Manager training, and development programs; (2) Key Account Management program; (3) Personal selling skills levels; (4) Region route analysis skills.” The document further states that the objective of the program is “to enhance performance in those areas of current job performance that are the most critical to furthur (sic) development in the current position, and which will allow future consideration for positions of responsibility greater than that which George Gipson now occupies.” The document then sets forth, in detail, four program objectives and how the plaintiff is to meet them. It also notes the correlation between the four objectives and the plaintiff’s job description. The program includes a “development review meeting” on October 3, 1988. Finally, the document ends on a personal note from Brank. He states that he looks forward to “fully participating with you in these development program objectives. And I believe that by your placing your full energies into this program there will be an immediate pay back to both yourself and the company. On a longer term basis I believe you will stage yourself for upward career progress. Please allow me to assist you in this at any time you feel you need my help or support.” On August 10, 1988 Cutting sent a memorandum to Brank regarding an inquiry that Cutting’s supervisor, Pat Miller, had directed to Cutting (a copy of Miller’s memorandum is attached to Cutting’s memorandum). Miller was concerned about an activity report from A1 Elliot (a copy of the activity report is attached to the memorandum) regarding the warehouse operation in St. Louis. Part of the plaintiffs responsibilities was the daily management of the St. Louis warehouse. In his memorandum to Cutting, Miller states: “1. Why do we have routes ordering product and then returning it. If the product ordered cannot be used, sales management then looks around for a home for it. What is the plant supposed to do with it if returned. 2. What promotion fell through? 3. The plants are instructed not to ship short coded product to the field for obvious reasons. George, again, has over reacted. Please get into the ordering and communication problems.” In his memorandum to Brank, Cutting tells Brank to review Miller’s memorandum and send him an answer to it. He advises Brank to include a copy of the August 1988 performance development program for Gipson in the answer because “it addresses I believe the core of the problem.”. On August 22, 1988 Brank sent a memorandum to all of the RSMs telling them to review the “excellent follow-up” memorandum Gipson had sent one of his DSMs, Don Carmack. In this memorandum to Carmack, plaintiff tells Carmack that after route riding with route salesperson Don Relling, several things need immediate attention. Plaintiff states that these things need immediate attention “in order to get maximum sales out of each account and be more efficient.”. A copy of Gipson’s memorandum to Carmack and a copy of Brank’s memorandum to the RSMs was sent to Cutting. On or about October 5, 1988 Brank reviewed the plaintiffs performance as to the August 1st Performance Development Program. As to Objective 1, Brank wrote that no checklists were submitted by Gipson, and only 2 PFYAs, one for DSM Zavorka and one for DSM Patterson. He figured that this translated into a 17% accomplishment of Objective 1. As to Objective 2, Brank wrote that only one follow-up letter had been written by the plaintiff instead of the required 12 letters. With respect to Objective 3, out of a required utilization of the 3-Part Selling System (agenda, written presentation, and follow-up letters) as evidenced by 12 reports, Brank reported that plaintiff had only submitted one (1) follow-up letter. He figured that this translated in to an 8% accomplishment of Objective 3. Finally, as to Objective 4, out of 3 required business reviews, Brank reported that Gipson had only done one (1). This translated to a 33% accomplishment of Objective 4. When Brank totalled all of the plaintiffs scores, he determined that Gipson had only accomplished 14% of the goals of the Performance Development Program. Brank sent Gipson a memorandum noting that a 14% accomplishment of the program’s goals was not acceptable. Brank evidently decided to extend the program for another two (2) months and he explicitly reiterated the four objectives and plaintiffs requirements to meet these objectives. He ended the memorandum by stating “George, please let us work together and get your program rolling.” Brank then met with Gipson to review his written memorandum concerning the plaintiffs poor accomplishment of his performance development program’s goals. Gipson told Brank that he had considered his participation in the program “optional”. Brank was angered by Gipson’s failure to seriously address the objectives of the performance development program. He tore up his review and threw it and all attached documents in the trash (where plaintiff later retrieved them). Plaintiff testified that Brank told him that another performance development program would be initiated for Gipson and that there would be absolutely no question that it was mandatory. On October 17, 1988 Brank wrote Gipson twice regarding the failure of two of his DSMs to perform route rides and training days as required. In the first note, Brank states “George, please discontinue the practice of having 2 DSM’s work open routes. This past week both Rick [Daniels] and Lionel [Harris] worked an open route. Neither man rode any routes.” In the second note, Brank itemizes the route riding days and training days (since January 1988) for each of Gipson’s DSMs. Rick Daniels and Lionel Harris had the fewest route riding days and Harris had no training days. He notes that all of the DSMs’ performance “does not meet company standards, i.e. 2 x per week.” He asks Gipson to write to his DSMs and bring this matter to their attention. He further tells Gipson that he wants to see a copy of the memorandum that Gipson sends out to his DSMs. A copy of Brank’s letter went to Cutting. Gipson responded on October 24, 1988 by sending a memorandum to his DSMs and attaching a copy of Brank’s memorandum of October 17th. In his memorandum, Gipson encourages his DSMs to increase the number of route riding and training days per week. He notes that this directive originated with Brank by stating “Please find attached a memo from Mr. Brank concerning route rides and training days. As you can see by his records, we are not up to standards.” On or about October 27, 1988 Gipson, Miller, Cutting and Brank did a market check in Lionel Harris’ area. They found the area to be poorly serviced and merchandised. Gip-son directed a memorandum to Harris pointing out the deficiencies found and placing Harris on 90-days probation. At trial, Gip-son did not refute the information contained in this memorandum, but testified that Brank wrote it and told Gipson to sign it and give it to Harris. On or about October 27, 1988 Cutting accompanied Gipson to Dierberg’s. Plaintiff failed to use the 3-Part Selling System in his presentation to the Dierberg’s buyer. He also told Cutting that the Dierberg’s buyer had been earlier informed about a new product, Kruncher Alfredo, when in fact this was not the case. On November 1, 1988 Brank directed a memorandum to plaintiff wherein he pointed out certain deficiencies in Gipson’s job performance and placed him on a 90-Day Probation Program. Gipson was directed to meet company performance standard levels in the training of DSMs, and with respect to personal account call frequency. He was directed to be more straightforward with his supervisors. He was directed to learn the inventory and ordering system, and to train and manage the warehousemen. Finally, plaintiff was directed to complete the required Key Account Business Reviews with Dierberg’s and Shop N’ Save. In closing, Brank tells Gipson “I believe it is important to evaluate the past only as it can help you to improve your performance in the future. I sincerely hope you bring up your deficient areas. If there is anything I can do to help you I am ready and willing to do anything I can to help you.” On November 1, 1988 Brank did a “work with” with Mike Zavorka (a white male DSM). He found Zavorka’s stores to be poorly serviced and managed. He placed Zavorka on a 90-Day Probation program and advised him that failure to “make dramatic improvements” could result in termination. A copy of this memorandum went to Cutting, Kester, and Gipson. On November 5, 1988 Gipson directed two memorandas to his DSMs. In the memorandum regarding “Sales Audit”, Gipson simply refers his people to a memorandum issued on November 3rd by Brank requesting that a sales audit be conducted and directing Gip-son and Kern to carry it out. In his second memorandum regarding “Status Report”, Gipson tells his DSMs “[a]s you can see from Mr. Brank’s memo (attached), he wants one more report. I will not require you to write another report but you must do this: complete all parts of the reports you are sending me now. If there is something else you want me to know please use the back of your weekly report.” Brank’s memorandum to all of his RSMs, dated October 31, 1988, did not request any additional reports be written, but rather stated “I would like for you to put into your weekly status reports more information. I am interested in hearing, about your accomplishments, and also the accomplishments of your people.” He then set out a format that he wants the RSMs to use “when writing your narrative report.” Finally, he suggests to the RSMs that “you require a letter from your DSMs with similar information.” On November 7, 1988 Gipson wrote Brank requesting assistance in developing a plan to get the small bag trade margins in line with “A/O (?) small bags.” He states that he “has no idea how to change the trade margins.” Brank replied with a detailed recommendation as to how to do an analysis of small bags and a marketing strategy. The reply is straightforward without any derogatory remarks or threats. On November 10, 1988 Brank sent Gipson three (3) memoranda detailing problems with the warehouse inventory levels. In a memorandum concerning Sehnuck’s inventory levels, Brank sets forth the Schnuck items that are either out of stock or are low in stock. He reminds plaintiff that “[d]uring numerous conversations with Bruce Cutting, Ivan Waun and myself you were asked, appealed to, and finally instructed through your 90 day probation write up to review inventories and orders daily. I am disappointed that you are not doing as requested, appealed to, and instructed.” He further reminds plaintiff that inventory standard is 10,400 cases, excluding promotions, Schnuck, and National. Finally, he tells Gipson that warehouse management is Gipson’s responsibility, that it is covered in Gipson’s 90-Day Probation program, and that “[y]our continued failure to get involved in and maintain adequate warehouse could lead to your termination.” In the second memoranda concerning “warehouse out of stocks”, Brank tells Gipson that Brank was approached by Frank Derner and Dick Tanner “who were highly upset with the warehouse out of stocks.” He informs Gip-son that they reported 25 out of stocks, a situation that Brank finds intolerable. He reminds plaintiff that plaintiff is to meet with Greg Vaughn (warehouse lead foreman) daily and go over Vaughn’s ordering on a line by line basis and review all orders for accuracy. Brank informs plaintiff that since plaintiff was unaware of these shortages, via a conversation on November 4th, then plaintiff is not carrying out the direction given to him regarding daily review of Vaughn’s ordering. Brank reminds plaintiff that “[y]our continued refusal to follow these instructions could lead to your dismissal.” In the third memorandum regarding warehouse management, Brank informs Gipson that Ivan Waun had called him to tell him that Greg Vaughn had not turned in any orders on Thursday or Friday of the previous week; and that this omission was a violation of the company’s 8-day lead time policy, as well as explicit instructions to work daily with Vaughn. Brank tells plaintiff that his performance as it relates to warehouse ordering, inventory and management is deficient and “[i]f you continue to perform this way it will lead to your termination.” Brank closes by telling Gipson that “[i]f there is any part of warehouse ordering, and/or inventorying, and/or management that you need help with I will be glad to provide any further direction and/or training you deem necessary.” Copies of these memoranda were forwarded to Cutting. On November 16, 1988 Brank issued a written memorandum, with a copy sent to Cutting, in which he recalled the prior day’s meeting with Gipson regarding warehouse inventories. He states that he told Gipson to spend at least two (2) hours every day with Greg Vaughn to make sure that Vaughn was using the warehouse inventory system correctly. He further states that Gipson informed him that he had Vaughn change from using the average 16 week movement to using a build up number. Brank states that he told Gipson that he was not authorized to make such a change, and that Vaughn was to use the system as instructed by Cutting, Waun, and Brank. Brank states that he told Gipson that Vaughn and the warehouse was his responsibility, and that Gipson was “not getting the job done.” Finally, he states that Paul Oliver had called Brank complaining about out-of-stocks at two Schnuck stores, and that he had to tell Gipson to go see Oliver and correct the situation. On November 16, 1988 Cutting, Miller, Brank and Gipson went on a market survey in which several problems with the plaintiffs region were observed. On November 23, 1988 Brank sent Gipson a memorandum admonishing him for failing to secure an important feature ad at both Dierbergs and Shop N’ Save in time for Thanksgiving, and for failing to meet his requirements for account call frequency. On December 1, 1988 Brank wrote Gipson admonishing him for the condition of stores serviced by a Mr. Cretin, a route salesperson under the direct supervision of DSM Don Carmack. Brank tells Gipson that he has failed to adequately document poor performance of Carmack. He states that “[y]our performance is deficient as it relates to specifically the failure to work with and evaluate Don Carmack’s performance. A more general statement would be, you are not working with and training your people.” He further tells plaintiff that “[i]f you do not understand my direction or you need help— please let me know and we will correct this. However, you are not getting your job done in this area and I implore you to begin performing to standard in this critical area of your job description.” A copy of this memorandum was forwarded to Cutting. He in turn forwarded it to Pat Miller and Charles Kester with remarks handwritten at the bottom. His remarks read as follows: “1) George Gipson is on a 90 day performance track to help him improve his management skills and results. 2) I do not want to be caught in a Catch 22 on this sensitive issue—with so many “threatening” notes or with antagonistic letters. This note seems to me to be corrective approach and content. Comments?” On December 2, 1988 Brank sent a weekly status report to Bruce Cutting. The report was generally a positive one. It states that the company has been recently named National’s Private Label suppliers. It also unfortunately conveys the loss of a potentially big customer due to miscommunications with the headquarters office. Finally, other than general business news, Brank commends Greg Vaughn for handling of warehouse operations. He states that “[o]ur changes in the St. Louis systems of ordering and inventory control are just now bearing fruit. Greg is up to speed and our warehouse is beginning to sparkle. Also, I detect an ‘esprit de corps’ feeling building in the organization and finally with our warehouse staff. Greg has brought the inventory levels to target and has substantially reduced those ‘out of stocks’ within his control.” On December 16, 1988 Brank wrote a memorandum regarding a meeting he had earlier that day with plaintiff. In this memorandum he states that he told the plaintiff that he had to meet the numbers set out in the 90-Day Probation program or he would not be the St. Louis RSM after the first of the year. He states that Gipson responded that Brank was out to get him no matter how good his numbers were; Brank replied that wasn’t the case. He further states that Gip-son then requested “an offer to leave”, to which Brank had no real answer. On January 3, 1989 Brank sent Gipson two memoranda. The first one was a summary of the meeting they had on October 3, 1988 regarding plaintiffs failure to carry out the August 1988 personal development program. In this memorandum, Brank states that during the review process, Gipson got “highly-upset” and accused him of being “criminally unfair” and that Brank’s motive was solely to deny Gipson a salary increase. Brank states that he told Gipson this was not true, and that as a sign of good faith, he would tear up his review if Gipson agreed to do the things set forth in the August 1988 personal development program. He closes by pointing out that since Gipson agreed to carry out the program’s directives, he tore up (as did his secretary) copies of the negative review. In the second memorandum, Brank summarizes the meeting that he, Gipson, Pat Miller, and Bruce Cutting had on November 16, 1988 following a market review. Brank reminds Gipson that it was necessary to remind plaintiff of his obligations pursuant to the August 1988 personal development program, and that if the plaintiff had addressed the program properly, the market review would have been a better one. He reminds plaintiff that plaintiff explicitly agreed to carry out the objectives of the August 1988 personal development program. In addition to the written memoranda, plaintiff met with Cutting and Brank. Plaintiff was given a progress review memorandum regarding his performance numbers during his probation period. Plaintiff disagreed with a majority of the review and claimed to have his own documents showing substantial compliance with the requirements of his 90-Day Probation program. Cutting reiterated the need of plaintiff to address the objectives of his probation program. He told Gipson that if Gipson had documents to support his contention that he had met the requirements of his probation program, that Cutting wanted to see these papers. On January 4, 1989 Brank sent Gipson a memorandum reiterating Cutting’s request to see what documentation plaintiff had to support his belief that his performance numbers were better than those shown on the probation review report. Brank tells Gipson to “[pjlease collect the data and let’s bring the report up to date.” This same date, Cutting sent a memorandum to Gipson summarizing the meeting the day before and expressing Cutting’s concern about plaintiffs understanding as to his responsibilities as a Regional Manager as differing from those of a District Manager. The memorandum generally warns Gipson that although Cutting and Brank want the plaintiff to succeed, he is not doing the work adequately. He tells Gipson that there is nothing wrong with the plaintiffs work ethic but that plaintiff was not operating in the manner the company required for its Regional Managers. Cutting points out that the probation program was the direct result of plaintiffs failure to address the prior performance programs, a poor market tour, the failure to plan a sales call, a serious misleading statement during a sales call, and excessive inventory in the St. Louis warehouse. He reminds Gipson that “[o]ur discussion on January 3 emphasized that you need to attain the performance requirements—and these are Region Manager activities, not District level activities, George. Your previously established capability to handle a District assignment was proven over twelve years in St. Louis. Those job requirements for handling the DSM position are not the same as are required in the Region Manager position.” He goes on to point out to plaintiff that he is now a Region Manager and a manager of managers, not just a manager of routes. He tells plaintiff that “[n]o one doubts your effort level” however, the plaintiffs efforts must be measured against those activities which accomplish important region level objectives. Again he reiterates that the methods of reaching those objectives are specifically outlined and Gip-son has no choice but to follow these methods if he is to remain