IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION

David Zwick,
Plaintiff,
v.
Inteliquent, Inc.,
Richard Monto, and
J ohn Harrington,
Defendants.

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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 J ohn 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.
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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.
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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 J ohn 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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15. Paragraph 5.4(b) of the Employment Agreement defines “Change of Control” as
“any transaction . . . in which any one person or more than one person acting as a group . . .
acquires . . . assets from the Company that have a total gross fair market value equal to or more
than forty (40) percent of the total gross fair market value of all of the assets of the Company
immediately before such acquisition.”
16. On April 30, 2013, the “fair market value” of Inteliquent, as that term was used in
the Employment Agreement, was approximately $96 million.
17. On April 30, 2013, Global Telecom & Technology, Inc. (“GTT”) purchased the
assets of Inteliquent’s global data business for approximately $54.5 million (the “GTT
Acquisition”).
18. The GTT Acquisition constituted a “Change of Control” within the meaning of
the Employment Agreement because GTT acquired 57% of the total gross fair market value of
Inteliquent immediately before the GTT Acquisition. Because 57% is greater than the 40%
threshold required for such an event, a Change of Control occurred under the Employment
Agreement.
19. Under the second full paragraph of the Stock Grant Agreements, 50% of
Mr. Zwick’s then-unvested stock grants were to vest immediately upon a “Change of Control,”
as that term is defined in the Employment Agreement.
20. Under paragraph 2(d) of the Stock Option Agreements, 50% of Mr. Zwick’s
unvested stock options vested immediately upon a Change of Control.

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Count I – Breach of Stock Grant Agreement; Change of Control
21. Plaintiff incorporates into Count I paragraphs 1-20 above.
22. Because a Change of Control occurred, as that term is defined in the Employment
Agreement, on April 30, 2013, 50% of Mr. Zwick’s then-unvested stock grants vested
immediately.
23. As of April 30, 2013, 50% of Mr. Zwick’s then-unvested stock grants included as
follows:
a. The August 9, 2011 Stock Grant: 21,875 shares
b. The February 15, 2012 Stock Grant: 17,188 shares
c. The November 28, 2012 Stock Grant: 37,500 shares
d. The March 15, 2013 Stock Grant: 10,588 shares
24. On April 30, 2013, a total of 87,151 shares of Mr. Zwick’s Inteliquent stock
vested under the Stock Grant Agreements.
25. Inteliquent has refused to provide Mr. Zwick the 87,151 shares of Inteliquent
stock that Inteliquent is required to provide under the Stock Grant Agreements. Accordingly,
Inteliquent has breached the Stock Grant Agreements.
26. By virtue of Inteliquent’s breach of the Change of Control provision of the
Employment Agreement and the second full paragraph of the Stock Grant Agreements,
Inteliquent has proximately caused harm to Mr. Zwick in the amount of $1,270,662. (All
amounts stated in this Complaint are as of market close on J uly 1, 2014.)

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Count II – Breach of Stock Option Agreements; Change of Control
27. Mr. Zwick restates and incorporates paragraphs 1-20.
28. Under paragraph 2(d) of the Stock Option Agreements, 50% of Mr. Zwick’s then-
unvested stock options vested immediately upon a Change of Control.
29. On April 30, 2013, because a Change of Control had occurred as described above,
the following stock options vested immediately:
a. 50,000 shares of Inteliquent stock at a strike price of $2.22 per share.
b. 89,441 shares of Inteliquent stock at a strike price of $3.40 per share.
30. On J une 26, 2013, Inteliquent reduced the strike prices associated with the stock
options, and the amount due and owing to Mr. Zwick became:
a. 50,000 shares of Inteliquent stock at a strike price of $1.75 per share.
b. 89,441 shares of Inteliquent stock at a strike price of $2.67 per share.
(These stock options are collectively referred to as the “vested stock options.”)
31. Inteliquent has refused to permit Mr. Zwick to exercise the 139,441 shares of
vested stock options. In doing so, Inteliquent has breached the Stock Option Agreements.
32. By virtue of this breach, Inteliquent owes Mr. Zwick 50,000 shares of Inteliquent
stock at a strike price of $1.75 per share and 89,441 shares of Inteliquent stock at a strike price of
$2.67 per share.
33. Inteliquent’s breach of the Stock Option Agreements has proximately caused
Mr. Zwick harm in the amount of $1,706,742.

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Facts Relevant to Count III-V
Breach of Employment and Stock Agreements; Termination Without Cause

34. On August 22, 2013, Inteliquent terminated Mr. Zwick’s employment without
cause, as that term is defined in the Employment Agreement. The termination occurred when
Inteliquent Board Members Rian Wren and J oe Beatty telephoned Mr. Zwick (who was out of
the office that afternoon) to notify him that the Inteliquent Board of Directors (“Board”) was
terminating his employment.
35. Inteliquent now asserts that Mr. Zwick resigned voluntarily or, in the alternative,
was terminated for cause because: (a) another employee, Darren Burgener, spoke with Mr.
Zwick about an internal investigation that Inteliquent was conducting; and (b) Mr. Zwick
purportedly lied about such conversation when asked about it during the investigation. These
stated reasons for Mr. Zwick’s termination are both false and pretext, as described in more detail
below. When asked about such conversation, Mr. Zwick truthfully and immediately provided all
of the details to Inteliquent’s investigators.
36. Facts that support the conclusion that Mr. Zwick was terminated without cause
include but are not limited to:
a. On information and belief, one or more members of the Inteliquent Board
had decided to terminate Mr. Zwick before Inteliquent’s investigators questioned Mr. Zwick and
Mr. Burgener related to their conversation.
b. After Mr. Wren and Mr. Beatty informed Mr. Zwick of his termination,
both Mr. Zwick and Mr. Zwick’s attorney made repeated attempts to learn more about the
purported basis for the termination. Inteliquent’s Senior Vice-President and General Counsel
Richard Monto refused to respond in writing, and orally, he provided nothing more than the
generalities that the two Board members had already provided to Mr. Zwick.
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c. At the time Mr. Wren and Mr. Beatty informed Mr. Zwick of his
termination, they told him that he would have 24 hours to sign a “resignation letter” drafted by
the company stating that Mr. Zwick was resigning voluntarily. These Board members made
clear, however, that separation from the company would be the result under either scenario
within 24 hours. After this conversation, both Mr. Zwick and Mr. Zwick’s attorney made
attempts to learn why Mr. Zwick had to make the decision about signing the form “resignation
letter” within 24 hours. Mr. Monto again refused to respond in writing and refused to state the
basis for why Mr. Zwick had to sign the letter presented in less than 24 hours.
d. Notably, Inteliquent’s CEO was not consulted regarding the termination of
the CFO, Mr. Zwick, before it occurred. This is curious since during Mr. Zwick’s tenure as
Inteliquent’s CFO, his performance was demonstrably outstanding. Among his accomplishments,
he led the successful sale of the company’s underperforming data business, spearheaded a
significant cost-savings initiative, secured a debt facility with a bank, implemented analytical
rigor and discipline (including the establishment of a Financial Planning & Analysis team), and
helped to re-establish credibility with the company’s public shareholders. Inteliquent’s share
price increased from an all-time low of approximately $2.10 shortly after he became CFO to
approximately $9.18 (dividend-adjusted) when he was ousted.
e. As Mr. Zwick had not been told not to return to the office, on the morning
after the Wren/Beatty call, August 23, 2013, Mr. Zwick returned to Inteliquent’s office to collect
his things and attempted to discuss with Inteliquent’s CEO, General Counsel, and Senior Vice-
President for Litigation, Regulatory, and Human Resources, the basis for his termination. He was
prevented from speaking with all of these individuals. Inteliquent’s response to his arrival on
August 23 can only be described as “bizarre.” For example, Mr. Harrington, an officer of the
company, stated in an email that “[t]he company will take all necessary steps to ensure the safety
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of its personnel” and “we will not tolerate harassment of Inteliquent personnel by Mr. Zwick.”
This reaction is especially strange given Inteliquent’s current position that Mr. Zwick resigned
voluntarily. This behavior in response to Mr. Zwick returning to the office and attempting to
contact the CEO, the Human Resources Senior Vice-President, and the General Counsel strongly
suggests that there existed an alternative and ulterior story related to his termination that
Inteliquent did not want Mr. Zwick to learn.
37. The reasons that Inteliquent asserted as the basis for Mr. Zwick’s termination
were pretexts. In addition to the fact that, when taken in context, there was no wrongdoing
involved in connection with Mr. Burgener’s conversation with Mr. Zwick and Mr. Zwick did not
misrepresent that conversation to investigators or at any other time, additional facts that support
the conclusion that these reasons were pretext include but are not limited to:
a. During the DLA Piper investigation, numerous other Inteliquent
executives (and employees) discussed the internal investigation by, between, and among
themselves, and none were disciplined;
b. The act of termination was wildly disproportionate to the purported
offense of Mr. Zwick, which even if the Board believed to be true, still merited at most a
reprimand;
c. After a $2.4 million investigation, DLA Piper and Inteliquent concluded
that anonymous allegations of wrongdoing by Mr. Zwick and others at the company were
completely unfounded.
38. Inteliquent chose to claim that Mr. Zwick’s termination was a voluntary
resignation or for cause so it could avoid paying the hefty severance payments due upon a
termination without cause.

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Count III – Breach of Employment Agreement; Termination Without Cause; Severance

39. Mr. Zwick restates and incorporates paragraphs 1-10 and 34-38.
40. Section 5.2(y) of the Employment Agreement provides that upon Mr. Zwick’s
termination without cause, he shall be paid “severance pay equal to twelve months’ base salary at
the salary in effect on the date of termination, provided, however, that in the case of a
termination [within twelve months following a Change of Control] . . . such severance pay shall
be equal to twenty-four (24) months’ base salary at the rate in effect on the date of termination.”
41. As of August 22, 2013, Mr. Zwick’s 12-month base salary was $320,000. As
noted above, a Change of Control occurred on April 30, 2013.
42. Inteliquent’s breach of Section 5.2(y) of Mr. Zwick’s Employment Agreement has
proximately caused harm to Mr. Zwick in the amount of $640,000.
Count IV – Breach of Stock Grant Agreements; Termination Without Cause
43. Mr. Zwick restates and incorporates paragraphs 1-10 and 34-42.
44. The second full paragraph of the Stock Grant Agreements states in part that
“Notwithstanding the vesting dates set forth above, if . . . (2) your employment is terminated
without Cause (as defined in your employment agreement with the company) and not in
connection with a Change in Control, any unvested Restricted Shares that would have vested
within six months of the date of termination will become fully vested.”
45. Because Mr. Zwick was, in reality, terminated without cause, in addition to the
stock grants identified above in Count II, Inteliquent also now owes Mr. Zwick the following
additional grants due to the accelerated vesting:
The August 9, 2011 Stock Grant: 4,688 shares
The February 15, 2012 Stock Grant: 3,125 shares
The November 28, 2012 Stock Grant: 10,938 shares
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46. Inteliquent has refused to grant Mr. Zwick these additional 18,751 shares of stock
grants, in violation of the Stock Grant Agreements.
47. Inteliquent’s breach of the Stock Grant Agreements has proximately caused harm
to Mr. Zwick in the amount of $273,390.
Count V – Breach of Stock Option Agreements; Termination Without Cause
48. Mr. Zwick restates and incorporates paragraphs 1-10 and 34-47.
49. Paragraph 2(d) of the November 28, 2012 Stock Option Agreement states:
“Notwithstanding paragraphs 2(a), (b), and (c) above, if . . . (2) your employment is terminated
without Cause (as defined in your employment agreement with the Company) and not in
connection with a Change in Control, any unvested options that would have vested within six
months of the date of termination become fully vested.”
50. Because Mr. Zwick was, in reality, terminated without cause, in addition to the
stock options identified above in Count III, Inteliquent now also owes Mr. Zwick the following
additional options due to the accelerated vesting under the November 28, 2012 Stock Option
Agreement: 14,583 shares at a strike price of $1.75.
51. Inteliquent has refused to permit Mr. Zwick to exercise the 14,583 shares of
vested stock options. In doing so, Inteliquent has breached the Stock Option Agreements.
52. Inteliquent’s breach of the November 28, 2012 Stock Option Agreement has
proximately caused harm to Mr. Zwick in the amount of $187,100.
Count VI – Breach of Stock Grant and Stock Option Agreements; Dividends

53. Mr. Zwick restates and incorporates paragraphs 1-38 and 43-52.
54. On September 27, 2013, Inteliquent issued dividends of $0.0625 per share.
55. On December 30, 2013, Inteliquent issued dividends of $0.0625 per share.
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56. On March 27, 2014, Inteliquent issued dividends of $0.075 per share.
57. On J une 26, 2014, Inteliquent issued dividends of $0.075 per share.
58. Mr. Zwick was not paid any of these dividends.
59. As of the time of filing of this Complaint, Inteliquent owes Mr. Zwick $0.275 per
share on each share that has been wrongfully withheld from him.
60. As of the time of filing of this Complaint, Inteliquent has wrongfully withheld a
total of 259,926 shares and therefore also wrongfully withheld dividend payments of $71,480.
61. Each time that Inteliquent issues a dividend in the future, it will also owe such
additional dividend to Mr. Zwick for each share that Inteliquent is wrongfully withholding from
him.
Counts VII – Retaliatory Discharge Under SOX
62. Mr. Zwick restates and incorporates paragraphs 1-10 and 34-61.
63. Section 806 of The Sarbanes Oxley Act of 2002 (“Section 806” and “SOX”)
provides that any employer required to register under Section 12 or required to file reports under
Section 15(d) of the Exchange Act (hereafter, a “Covered Employer”) may not retaliate against
an employee who provides information about potential securities fraud or who is in a position to
report violations of SEC rules or federal laws relating to shareholder fraud (a “Section 806
Claim”).
64. Inteliquent is a Covered Employer.
65. To establish a Section 806 Claim against a covered employer, a plaintiff need
only show that:
a. the employee engaged in protected conduct;
b. the employer had knowledge of the protected conduct;
c. the employer took an adverse personnel action against the protected employee;
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d. the protected activity was a contributing factor in the employer’s decision to take
adverse action.
66. Under SOX, an employee who prevails on a retaliatory discharge claim can be
reinstated and recover back pay, interest on back pay, compensatory damages, and reasonable
attorneys’ and expert witness fees.
67. On October 19, 2012, Mr. Zwick expressed to Inteliquent CEO Ed Evans by
email concerns Mr. Zwick had about insider share sales at Inteliquent.
68. The next day, October 20, 2012, at the urging of Mr. Evans, Mr. Zwick sent the
same email to Inteliquent’s Audit Committee Chair, Lawrence Ingineri.
69. Shortly thereafter, also in October 2012, Mr. Zwick expressed these concerns
about potential insider trading to company counsel Ken Wallach, a partner at the outside law
firm Simpson Thacher & Bartlett.
70. On J uly 16, 2013, during the Investigation, one of the investigators, DLA Piper
lawyer J on King expressly asked Mr. Zwick about the insider stock trading issues Mr. Zwick had
raised in October 2012. Mr. Zwick told J on King:
There was trading [by Inteliquent Director and former CEO Rian Wren] shortly in
advance of two instances of double-digit share price drops in our stock, including in
advance of the AT&T news being released – trades that were not subject to a trading
plan. . . .

On AT&T, of significant concern [to me], and among many of us, [was] the way the
company had conducted itself constituted fraud. AT&T was one of [Inteliquent’s]
first customers; and today is still its largest customer. To jump to the heart of the
issue, we had been terminating inter-MTA/long distance minutes to [AT&T] down a
circuit designed only for local minutes. This was in violation of our contract with
them. We knew what we were doing – this is clear from J enner [and Block]’s
investigation. We kept doing it, in increasing volumes, and we kept signing purchase
orders, up until 2012, to continue taking new minutes down this pipe.

71. On August 1, 2013, Mr. King again asked Mr. Zwick, and Mr. Zwick again
responded about his concerns related to Director Rian Wren’s trades.
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72. The statements Mr. Zwick made regarding insider trading as described in
paragraphs 67-71 above, individually and collectively, constituted “Protected Conduct” under
SOX Section 806.
73. Inteliquent terminated Mr. Zwick because of his Protected Conduct.
74. Even if Mr. Zwick’s Protected Conduct was not the sole reason for his
termination, it was a contributing factor in Inteliquent’s decision to terminate Mr. Zwick.
75. In terminating Mr. Zwick in whole or in part because of his Protected Conduct,
Inteliquent engaged in retaliatory termination in violation of SOX Section 806 and proximately
caused Mr. Zwick harm in an amount to be determined by a jury.
Count VIII – Retaliatory Discharge Under Illinois Common Law
76. Mr. Zwick restates and incorporates paragraphs 1-10 and 34-75.
77. Under Illinois common law, an employer commits retaliatory discharge when:
a. it terminates an employee;
b. it does so in retaliation for the employee’s actions; and
c. the termination violated a clear mandate of public policy.
78. Under Illinois common law, an employee who prevails on a retaliatory discharge
claim can be reinstated and recover back pay (which will be $320,000 on or about August 31,
2014, and as adjusted thereafter), interest on back pay, other compensatory damages, punitive
damages, reasonable attorneys’ fees, and reasonable litigation costs.
79. In terminating Mr. Zwick because of his Protected Conduct, Inteliquent engaged
in retaliatory termination in violation of a clear mandate of public policy and in violation of
Illinois common law. In doing so, Inteliquent proximately caused Mr. Zwick harm in an amount
to be determined by a jury.
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Count IX – Violation of the IWPCA
80. Mr. Zwick restates and incorporates the preceding paragraphs.
81. The IWPCA applies to all employers and employees in the State of Illinois. 820
ILCS 115/1.
82. Inteliquent is an “employer” within the meaning of the IWPCA.
83. Defendants Monto and Harrington are “employers” within the meaning of the
IWPCA because any officer of a corporation who knowingly permits his employer to violate
provisions of the IWPCA is also deemed to be an employer within the meaning of the IWPCA.
820 ILCS 115/13.
84. Inteliquent separated Mr. Zwick from his employment on August 22, 2013, and as
of that date, Mr. Zwick was a “separated employee” within the meaning of the IWPCA 820 ILCS
115/2, 5.
85. Upon Mr. Zwick’s separation from Inteliquent, Inteliquent owed Mr. Zwick “final
compensation” which, under the IWPCA includes “wages, salaries, earned commissions, earned
bonuses, and the monetary equivalent of earned vacation and earned holidays, and any other
compensation owed to a separated employee by the employer pursuant to an employment
contract or agreement between the two parties.” 820 ILCS 115/2.
86. Under the IWPCA, “Every employer [to] pay the final compensation of a
separated employee in full, at the time of separation, if possible, but in no case later than the next
regularly scheduled payday for such employee.” 820 ILCS 115/5.
87. Mr. Zwick’s next regularly scheduled payday was August 30, 2013.
88. Inteliquent did not pay Mr. Zwick his final compensation (as defined in the
IWPCA) on August 22, by August 30, 2013, or at any time.
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89. By failing to pay Mr. Zwick his final compensation on August 22, 2013, and in
any event, by August 30, 2013, Inteliquent violated Section 14 of the IWPCA. 820 ILCS
115/14.
90. As a result of Inteliquent’s violation of Section 14 of the IWPCA, Mr. Zwick is
“entitled to recover through a claim . . . in a civil action the amount of any such underpayments,”
which as of the date of filing is approximately $4.1 million.
91. Mr. Zwick is also “entitled to recover . . . damages of 2% of the amount of any
such underpayments for each month following the date of payment during which such
underpayments remain unpaid.” Thus, Inteliquent also owes Mr. Zwick $829,875 in IWPCA
damages as of J une 30, 2014.
92. Under IWPCA Section 14, Inteliquent also owes Zwick all reasonable attorneys’
fees and reasonable costs and expenses incurred in collecting on the amounts owed, in an amount
to be proven as part of the trial.
JURY DEMAND
93. Mr. Zwick demands trial by jury.
WHEREFORE, Plaintiff David Zwick respectfully requests this Court to:
A. Find that Inteliquent has breached the Stock Grant Agreements by refusing to grant Mr.
Zwick the stock grants due and owing to him upon a Change of Control as that term is
defined in the Employment Agreement and to enter judgment for Mr. Zwick on Count I
in the amount of $1,270,662 (as adjusted to the market close on the date of judgment);
B. Find that Inteliquent has breached the Stock Option Agreements by refusing to grant Mr.
Zwick the stock options due and owing to him upon a Change of Control as that term is
defined in the Employment Agreement and to enter judgment for Mr. Zwick on Count II
in the amount of $1,706,742 (as adjusted to the market close on the date of judgment);
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C. Find that Inteliquent has breached the Employment Agreement by refusing to pay Mr.
Zwick for amounts due and owing to him as a severance upon his termination without
cause after a Change of Control, and to enter judgment for Mr. Zwick on Count III in the
amount of $640,000.
D. Find that Inteliquent has failed to award Mr. Zwick certain stock grants that he was to
have received from Inteliquent upon his termination, and to enter judgment for Mr.
Zwick on Count IV in the amount of $273,390 (or as adjusted to the market close on the
date of judgment);
E. Find that Inteliquent has failed to award Mr. Zwick certain Stock Options that he was to
have received from Inteliquent upon his termination, and to enter judgment for Mr.
Zwick on Count V in the amount of $187,100 (as adjusted to the market close on the date
of judgment) ;
F. Find that Inteliquent owes Mr. Zwick dividend payments on the stock and options
wrongfully withheld from him and enter judgment for Mr. Zwick on Count VI in the
amount of $71,480 (as adjusted to dividends paid through the date of judgment);
G. Find that Inteliquent committed retaliatory discharge against Mr. Zwick in violation of
SOX Section 806, enter judgment for Mr. Zwick on Count VII, and award Mr. Zwick
reinstatement, back pay ($320,000 on or about August 31, 2014, and as adjusted
thereafter), and federal statutory interest on the back pay, as well as compensation for any
special damages sustained as a result of his retaliatory discharge in an amount to be
determined by a jury, and also Mr. Zwick’s expert witness fees, reasonable attorneys’
fees, and reasonable litigation costs;

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H. Find that Inteliquent committed retaliatory discharge against Zwick in violation of
Illinois common law and enter judgment for Mr. Zwick on Count VIII, and award Mr.
Zwick reinstatement, back pay, federal statutory interest on the back pay, punitive
damages in an amount to be determined by a jury, reasonable attorneys’ fees, and
reasonable costs;
I. Find that Defendants Inteliquent, Monto, and Harrington violated the Illinois Wage
Payment and Collection Act, and enter judgment for Mr. Zwick on Count IX in the
amount of $829,875 in IWPCA damages (as adjusted through the date of judgment), in
addition to all reasonable attorneys’ fees and costs incurred in bringing this action;
J . Award pre-judgment and post-judgment interest to Mr. Zwick in an amount to be
determined by the Court; and
K. Award such other relief as the Court deems just and proper.
Dated: J uly 2, 2014
Respectfully submitted,

David Zwick

/s/ Stuart J . Chanen

Stuart J . Chanen
Nicole Nehama Auerbach
Valorem Law Group
35 East Wacker Drive
Suite 3000
Chicago, IL 60601
(312) 676-5460
Stuart.Chanen@valoremlaw.com
Nicole.Auerbach@valoremlaw.com
18

Case: 1:14-cv-05044 Document #: 1 Filed: 07/02/14 Page 18 of 18 PageID #:18

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