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D is a closely-held Delaware corporation. P, then Chairman, President, and CEO of D, was also the owner of 14% of D's stock. P's 1981 contract stated that if P should be 'discharged for any reason other than theft, disclosure of trade secrets, or 'similar dishonest acts,' he would receive 60 percent of his regular salary until he turned 62.' In 1986, David Bistricer, Nachum Stein, and their relatives (Majority Stockholders) acquired an 85% interest in D by means of a leveraged buyout. The new group of investors paid P more than $3 million for his previous 14% interest, and P acquired a 15% interest in the new corporation, the RPC Holding Corporation. Ds also entered into a new employment contract with P. The terms of the new Contract provide that if D terminated P's employment for 'cause,' all benefits of the 1986 Contract would cease. The 1986 Contract defines 'cause' as 'conviction of a felony, fraud, dishonesty, illegal use of federally controlled substances, and/or misappropriation of D's funds.' If D terminated P's employment 'other than for cause as defined herein,' P would receive 'all salaries, benefits, bonuses, and other direct and indirect forms of compensation' for the remainder of his five-year term. In 1990, D fired P 'because P engaged in a series of self-dealing transactions. P challenged the dismissal. The District Court permitted two of the claims to be submitted to the jury: a claim against D for breach of P's employment contract, and a claim against the Majority Stockholders for breach of their fiduciary duties as majority stockholders to P, a minority stockholder. The jury found that D breached P's employment contract, and awarded $1,267,747 in compensatory damages. The jury also found that the Majority Stockholders breached their fiduciary duties to P, and held them jointly and severally liable with D for the compensatory damages award and assessed $375,000 in punitive damages against each of them. Ds appealed. The Seventh Circuit affirmed the verdict with respect to the breach of contract claim. It then certified the following question of law.

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