rise to liability under § 10(b) or Rule 10b-5, even if the alleged conduct also gives rise to a state-law cause of action. Dabit, 547 U.S. at 84-86, 126 S.Ct. 1503. However, a claim is not automatically SLUSA-barred merely because it involves securities. See SEC v. Zandford, 535 U.S. 813, 820, 122 S.Ct. 1899, 153 L.Ed.2d 1 (2002) (admonishing courts not to interpret § 10(b) and Rule 10b-5 “so broadly as to convert every common-law fraud that happens to involve securities into a violation of § 10(b)”). A party who enters into an agreement involving securities intending from the outset to breach it has violated § 10(b) and Rule 10b-5 in addition to breaching a contract. See Wharf (Holdings) Ltd. v. United Int’l Holdings, Inc., 532 U.S. 588, 589-90, 121 S.Ct. 1776, 149 L.Ed.2d 845 (2001) (<HOLDING>). But, if the contract dispute simply concerns
holding that an option to purchase stock is property under section 1129b2bii holding that even if the doctrine applies to option contracts no conversion would take place until the option were exercised by the party having the right of election holding that there is no duty to override a plans mandate that company stock be offered as an investment option holding that granting an option to purchase constituted a trigger holding that a company that sold an option to buy stock while secretly intending never to honor the option violates  10b and rule 10b5