Wigdor v. Facebook Canada: Stock Units That Vest During Your Notice Period Can Be Recovered

If you are let go and part of your pay comes as restricted stock units, stock options, or a bonus, one question decides how much you are actually owed: does compensation that would have vested after your last day still count? In Wigdor v. Facebook Canada Ltd., 2026 ONCA 572, the Court of Appeal for Ontario answered yes, and added US$4,711,647.29 to a terminated employee’s award for stock units that would have vested during his reasonable notice period. The decision is one of the clearest statements yet that an employer cannot use fine print in an equity plan to erase compensation you would have earned had you been given proper notice.

Updated August 2026

This article explains what the Court decided, why the employer’s termination clause and its stock unit forfeiture language both failed, and what the ruling means for employees in Ontario who are terminated with equity, bonuses, or other compensation still on the table. It is written for employees. If you are an employer looking at your own agreements, the practical lesson is the same read in reverse: the wording has to comply with the minimum standards, at the time the contract is signed, not at the time you rely on it.

Case

Wigdor v. Facebook Canada Ltd.

Citation

2026 ONCA 572

Court

Court of Appeal for Ontario

Date

Released August 7, 2026

Panel

George, Copeland and Gomery JJ.A. (reasons by Copeland J.A.)

Below

Leiper J., 2025 ONSC 4861

Result

Appeal allowed except on punitive damages; cross-appeal dismissed

What happened

Dr. Daniel Wigdor is a tenured computer science professor at the University of Toronto. In 2011 he founded a consulting company, Chatham Inc., and by 2016 it was providing services to a Meta subsidiary. In 2020 Meta bought Chatham, in part to bring Dr. Wigdor and his team in house. As part of that purchase he was granted 43,380 restricted stock units in Meta, valued at US$7.5 million, and he began employment with Facebook Canada on September 12, 2020 under an agreement signed on August 27, 2020. His base salary started at $232,000 and later rose to $253,100.37, and he continued to hold his university position on a part-time basis.

His stock units vested in quarterly increments over four years and were granted again in refresher agreements for 2021, 2022, and 2023. On December 4, 2023, Facebook Canada terminated his employment effective December 8, 2023. The termination letter offered him his minimum entitlements under the Employment Standards Act, 2000, plus additional pay if he signed a release. He refused to sign, because the release contained a term that would have stopped him from disputing the forfeiture of his unvested stock units. The employer then did not pay even the statutory minimums until roughly 10 months later, and only after Dr. Wigdor started the court application.

Why the termination clause failed

The employer’s contract said that during the first three months of employment it could let Dr. Wigdor go on two weeks’ notice or pay. That single sentence sank the clause. When a business is sold and the employee keeps working for the buyer, section 9 of the Employment Standards Act, 2000 carries the employee’s prior service over to the new employer. Dr. Wigdor’s nine years with Chatham, dating from July 1, 2011, counted from his very first day with Facebook Canada. From day one he was entitled to eight weeks of statutory notice, continued benefits and vacation accrual through that period, and nine weeks of severance pay. A clause promising only two weeks in the first three months gave him far less than the law required, so it broke the minimum standards.

A termination clause that fails the minimum standards is unenforceable, and a general promise elsewhere in the contract to “comply with the Employment Standards Act” does not save it. Once the clause is gone, the employee falls back on the common law right to reasonable notice, which is usually much longer than the statutory floor. The parties agreed that Dr. Wigdor’s common law reasonable notice period was 10 months. That number is what unlocked the stock unit claim.

The stock unit ruling, step by step

To decide whether compensation that would have vested after termination is recoverable, courts use the two-part test from Matthews v. Ocean Nutrition Canada, 2020 SCC 26. First, would the employee have received the compensation during the reasonable notice period if still employed? Second, does the wording of the plan clearly and lawfully take away the common law right to that compensation? Here the first question was not in dispute: had Dr. Wigdor worked through the 10-month period, 9,405 units would have vested. The fight was over the second question.

The employer’s plans said that on termination all unvested units were forfeited immediately and that no vesting would continue during any notice period. The Court held this language altered a term or condition of employment during the statutory notice period. Section 61(1)(a) of the Employment Standards Act, 2000, which sets the lump sum owed when an employer pays in lieu of notice, pulls in section 60, and section 60(1)(a) prohibits an employer from altering any term or condition of employment during that notice period. Read together, the two sections mean the pay-in-lieu figure has to be calculated as though nothing about the employment changed during the notice period. Cutting off stock unit vesting is exactly that kind of change, so the forfeiture clauses were void under section 5(1) and could not contract out of the common law right to reasonable notice.

This is the pattern to watch across the recent Court of Appeal decisions on termination clauses: word-based attacks on the exact phrasing of a clause are largely settled, and the live battleground is now what a clause substantively does. A clause that quietly strips away compensation you would have earned during your notice period is vulnerable even when its drafting looks careful. If you want the background on how a common law reasonable notice period is measured, and on pay in lieu of notice, those articles set out the framework the Court applied here.

The release Dr. Wigdor refused to sign

The most practical part of this case for employees is the release. Dr. Wigdor was offered extra money on top of his statutory minimums if he signed, but the release included a term that would have barred him from ever disputing the forfeiture of his unvested units. He said no. Had he signed, the roughly US$4.7 million claim would almost certainly have been gone. Refusing to sign a document he did not fully understand, and having the terms reviewed, is what preserved the recovery. A termination package deserves the same scrutiny whether the numbers are small or large. Our article on the full and final release explains what these documents give up and why you should never sign one under pressure.

Punitive damages: a caution, not a payout

Dr. Wigdor also asked for punitive damages, pointing to the 10-month delay in paying his statutory minimums, which the employer paid only after he sued. The application judge found the conduct was “more than an unintentional administrative error” but fell short of being “harsh” or “malicious,” and the Court of Appeal would not overturn that. Punitive damages are reserved for conduct that is so malicious and outrageous it deserves punishment on its own, the standard from Honda Canada v. Keays, 2008 SCC 39. The Court noted the employer’s behaviour “approaches a finding of intentional misconduct” but was not one. The message for employees is sober: a late or squeezed payout is frustrating and may support other claims, but it does not automatically translate into punitive damages.

If you were terminated with compensation left behind

Frequently asked questions

How Achkar Law helps

Our team acts for employees across Ontario and British Columbia who are terminated with contracts, equity plans, and bonus arrangements that may not hold up. We review the wording of your termination clause and any stock unit or option plan, calculate what you are actually owed including compensation that would have vested during your notice period, and negotiate or litigate to recover it. If you are weighing a package, we can look at the wording of your employment contract before you sign, advise on a wrongful dismissal claim, and handle executive and equity-heavy severance. If you work in British Columbia, we also review employment contracts under BC law.

This article is current as of August 2026 and is general information, not legal advice. It does not create a lawyer and client relationship. Employment standards and case law change over time, and the outcome of any matter depends on its specific facts. For advice about your situation, speak with a qualified employment lawyer.