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Inteliquent.lawsuit

Inteliquent.lawsuit

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Published by AnnRWeiler
Inteliquent.lawsuit
Inteliquent.lawsuit

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Published by: AnnRWeiler on Jul 11, 2014
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07/12/2014

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IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION
David Zwick, Plaintiff, v. Inteliquent, Inc., Richard Monto, and John Harrington, Defendants. ) ) ) ) ) ) ) )  No.
Jury Trial Demanded COMPLAINT
Plaintiff David Zwick, by his attorneys, Valorem Law Group, respectfully brings this Complaint against Defendants Inteliquent, Inc., formerly known as Neutral Tandem, Inc. (“Inteliquent”), Richard Monto, and John Harrington and states as follows: 1.
 
This lawsuit seeks in excess of $5.0 million in damages for Defendant Inteliquent’s breaches of Mr. Zwick’s employment agreement, stock grant agreements, and stock option agreements; its retaliatory termination of Mr. Zwick; and its intentional violation of the Illinois Wage Payment and Collection Act, 820 ILCS 115/1-15 (the “IWPCA”). The lawsuit also seeks statutory legal fees and costs, which are compensable under both the IWPCA and the Sarbanes-Oxley Act of 2002 (“SOX”), 18 U.S.C. § 1514A(c)(2)(C). 2.
 
Counts I, II, and VI are breach of contract counts that involve a “Change of Control” (as that term is defined in various Inteliquent agreements). The Change of Control occurred in April 2013, and these counts are wholly independent of Mr. Zwick’s termination claims; they present breach of contract claims in which the facts are undisputed. The sole issue in these counts is a legal interpretation of the phrase “Change of Control.” Mr. Zwick seeks approximately $3.0 million in stock grants, stock options, and dividends that are owed to him  because of the Change of Control.
Case: 1:14-cv-05044 Document #: 1 Filed: 07/02/14 Page 1 of 18 PageID #:1
 
 
3.
 
Counts III, IV, V, and VI are breach of contract counts arising out of Mr. Zwick’s August 2013 termination. These counts seek a declaration that Mr. Zwick’s termination was without cause and that therefore Inteliquent has breached Mr. Zwick’s Employment Agreement (Count III), Stock Grant Agreements (Count IV), and Stock Option Agreements (Count V) in withholding extensive severance from Mr. Zwick. Count VI seeks dividends that have been paid on the stock grants and options that have been wrongfully withheld from him. Mr. Zwick seeks approximately $1.1 million in stock grants, stock options, and dividends that were wrongfully withheld from him by falsely asserting that he was not terminated or that he was terminated for cause. 4.
 
Counts VII and VIII assert federal and state retaliatory discharge claims. They seek Mr. Zwick’s reinstatement and retaliation damages in amount to be determined by a jury. The federal claim in Count VII is the basis for this Court’s subject matter jurisdiction. 5.
 
Finally, Count IX seeks additional compensation for Inteliquent’s, Mr. Monto’s and Mr. Harrington’s purposeful violations of the IWPCA, in the approximate amount of $800,000.
JURISDICTION AND VENUE
6.
 
This Court has federal subject matter jurisdiction under 28 U.S.C. § 1331 for the claim of retaliatory discharge in violation of Section 806 of the Sarbanes-Oxley Act of 2002 (“SOX”), 18 U.S.C. § 1514A. This Court has supplemental jurisdiction under 28 U.S.C. § 1367 over Mr. Zwick’s state law claims.
THE PARTIES
7.
 
Plaintiff David Zwick resides in Chicago, Illinois, and is the former Executive Vice-President and Chief Financial Officer of Defendant Inteliquent.
2
Case: 1:14-cv-05044 Document #: 1 Filed: 07/02/14 Page 2 of 18 PageID #:2
 
 
8.
 
Defendant Inteliquent is a Delaware corporation with its principal place of  business in Chicago, Illinois. 9.
 
Defendant Richard Monto was Inteliquent’s Senior Vice-President and General Counsel in August 2013. Mr. Monto resides in Cook County, Illinois. 10.
 
Defendant John Harrington was Inteliquent’s Senior Vice-President for Litigation, Regulatory, and Human Resources in August 2013. Mr. Harrington resides in Cook County, Illinois.
Facts Relevant to Counts I and II Change of Control; Stock Grants and Options
11.
 
On October 1, 2012, Mr. Zwick and Inteliquent entered into an employment agreement, which they amended on March 1, 2013. The October 1, 2012 agreement and the March 1, 2013 amendment are attached as Exhibit 1 and collectively referred to as the “Employment Agreement.” 12.
 
On August 9, 2011, February 15 and November 28, 2012, and March 15, 2013, Mr. Zwick and Inteliquent entered into the Stock Grant Agreements, which are collectively attached as Exhibit 2 and collectively referred to as the “Stock Grant Agreements.” The underlying shares granted under the Stock Grant Agreements are referred to collectively as the “stock grants.” 13.
 
On November 28, 2012 and March 15, 2013, Mr. Zwick and Inteliquent entered into the Stock Option Agreements collectively attached as Exhibit 3 and referred to collectively as the “Stock Option Agreements.” The stock options set forth in the Stock Option Agreements are referred to collectively as the “stock options.” 14.
 
The Employment Agreement, the Stock Grant Agreements, and the Stock Option Agreements were all drafted by Inteliquent.
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Case: 1:14-cv-05044 Document #: 1 Filed: 07/02/14 Page 3 of 18 PageID #:3

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