SUPREME COURT OF THE STATE OF NEW YORK...

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF SUFFOLK ----------------------------------------------------------- )( PERSONAL COMMUNICATIONS DEVICES, LLC,

Plaintiff,

-against-

PHILIP CHRISTOPHER and KOSTAS KASTAMONITIS,

Defendants.

PHILIP CHRISTOPHER,

Defendant/Counterclaimant,

-against-

PERSONAL COMMUNICATIONS DEVICES, LLC,

Plaintiff/Counterclaim Defendant,

and

JONATHAN STEARNS, PINEBRIDGE DIRECT INVESTMENTS, LLC (f/kla AIG DIRECT INVESTMENTS, LLC), PINEBRIDGE GLOBAL INVESTMENTS, LLC (f/kla AIG GLOBAL INVESTMENTS, LLC), and PINEBRIDGE INVESTMENTS, LLC (f/kla AIG INVESTMENTS, LLC),

Additional Counterclaim Defendants.

----------------------------------------------------------- )(

Index No.: 30060/12

Justice Assigned: J. Emily Pines

AMENDED ANSWER, AFFIRMATIVE DEFENSES AND COUNTERCLAIMS TO SECOND AMENDED COMPLAINT

Defendant-Counterclaimant Philip Christopher ("Christopher"), by his attorneys Meyer,

Suozzi, English & Klein, P.C. and Duane Morris, LLP, as and for his Amended Answer,

Affirmative Defenses and Counterclaims to the Second Amended Complaint, alleges as follows:

INTRODUCTION

Personal Communication Devices, LLC ("PCD"), PineBridge Direct Investments, LLC

(f/kla AIG Direct Investments, LLC), Pinebridge Global Investments, LLC (f/kla AIG Global

Investments, LLC), Pinebridge Investments, LLC (f/k/a AIG Investments, LLC) (collectively,

"PineBridge") and Jonathan Steams ("Steams") have engaged in an elaborate, calculated and

deceitful scheme designed to destroy all the business relationships Christopher has established

over thirty (30) years. Through meritless litigation and other wrongful conduct, their goal is to

fashion for themselves something they do not have by contract: a restrictive covenant preventing

Christopher from working in the cell-phone industry. Because their efforts have been successful

in destroying Christopher's business relationships, PCD, PineBridge, and Steams are liable to

Christopher for interference with Christopher's current and prospective contractual and business

relationships.

Before and during his four-year tenure as PCD's President and Chief Executive Officer

("CEO"), Christopher had established excellent working relationships with PCD's suppliers,

distributors, vendors, and clients. These relationships were critical for PCD. As an intermediary

between the manufacturers and the wireless carriers, PCD's business in the competitive cell

phone market was heavily dependent on the personal relationships that its senior management

developed with its suppliers, distributors and its ultimate clients, the wireless carriers. Such a

business environment calls for an entrepreneurial mindset focused on establishing, maintaining

and nurturing lasting connections to suppliers, distributors, and clients. Using the relationships

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he had developed and nurtured, Christopher had grown PCD's business by 60% during his time

there.

Completely disregarding the relationship-driven nature ofPCD's business, PCD and

PineBridge did not want to renew Christopher's employment contract, despite Christopher's

repeated attempts to remind PCD and PineBridge that he was a vital asset. PCD, PineBridge,

and Steams thought they could successfully operate PCD's business without its founder, and

drove Christopher out ofPCD.

Let there be no doubt, PCD and PineBridge forced Christopher out ofPCD. Christopher

wanted to stay with PCD. He had invested millions of dollars of his own money in the founding

ofPCD. By the time of his departure, he had accumulated additional shares in PCD aggregating

approximately $15.0 million and he wanted to continue building and maintaining the

relationships necessary for PCD to prosper so as to increase the company's equity value for all

shareholders, including PineBridge.

Realizing that PineBridge was damaging PCD's business, other employees eventually left

in a mass exodus. Belatedly recognizing their gross error in judgment, PCD, PineBridge, and

Steams attempted to lure Christopher back to PCD, conditioned upon Christopher convincing

certain other former employees of PCD to return to PCD with him. Christopher was interested in

returning to PCD. But PCD, PineBridge, and Steams had damaged relationships with their

former employees beyond repair, and Christopher could not convince other employees to return.

After leaving PCD, Christopher was not subject to any restrictive covenant and was free

to work in any capacity for any employer in the cell-phone industry or elsewhere. He joined

AirTyme Communications, LLC ("AirTyme"), a company developing a new business model in

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the reverse logistics cell-phone market, and used his business relationships to successfully begin

building the business.

Rather than take responsibility for their poor judgment, their destructive behavior, and the

decisions made by the Board that they control, all of which have caused PCD's business to

rapidly and significantly decline, PCD, PineBridge, and Steams seek to blame Christopher for

their conduct. As specifically described in paragraphs 248 through 295 below, they filed this

meritless lawsuit and engaged in other wrongful conduct designed to destroy Christopher's

current and prospective contractual and business relationships and render him toxic in the cell

phone industry. Notably, neither the lawsuit nor the other conduct was a benefit to PCD. While

PCD, PineBridge, and Steams unfortunately succeeded in their goal to destroy Christopher's

reputation and business relationships, a byproduct of their conduct has been the ruin of business

relationships upon which PCD was dependent and, as a consequence, the dramatic decline of

PCD.

Regardless of the effect on PCD's business, PCD, PineBridge, and Steams are liable to

Christopher for the damage resulting from their tortious interference with his business

relationships.

RESPONSE TO ALLEGATIONS IN SECOND AMENDED COMPLAINT

1. Admits the allegations set forth in paragraph 1 of the Complaint, except

denies having knowledge or information sufficient to form a belief as to what plaintiff means by

the phrase that PCD has been in existence "in one form or another" since the 1970's.

2. Denies the allegations set forth in paragraph 2 of the Complaint.



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6. Denies the allegations set forth in paragraph 6 of the Complaint, except

admits that PCD terminated Christopher's employment, effective on September 4, 2012, and

denies having knowledge or information sufficient to form a belief as to the truth or falsity of the

allegations of paragraph 6 regarding who controls Reliance and AirTyme.


admits that Christopher became the CEO of AirTyme on September 5, 2012.


admits that, on August 16, 2012, PCD's board of directors passed a resolution terminating

Christopher's employment as CEO ofPCD, effective on September 4, 2012.


admits that, from early August, 2012 through September 4, 2012, Christopher engaged in

negotiations to remain at PCD as its Chairman and to continue at PCD in some capacity but,

despite Christopher's good faith efforts, Jonathan Steams (a managing director ofPineBridge

and the PCD board member responsible for negotiating a transition agreement with Christopher),

discriminated against Christopher based upon his age and refused to negotiate, in good faith,

with Christopher. Instead, Steams was determined to humiliate Christopher and, instead of

providing for a proper transition for PCD's customers, suppliers and employees, Steams

recklessly deprived PCD of a smooth transition and caused substantial damage to PCD.

10. Denies the allegations set forth in paragraph 1 0 of the Complaint.

11. Denies having knowledge or information sufficient to form a belief as to

the truth or falsity of the allegations set forth in paragraph 11 of the Complaint.


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admits that Christopher met with Mike Narula and Louis Antoniou on the Sunday of Labor Day

weekend 2012 at the Hamlet Country Club at which time Antoniou and Narula attempted to

persuade Christopher to join AirTyme.


admits that Narula informed Antoniou and Christopher that AirTyme would indemnify them if

they were sued by PCD.


admits that Narula, from time to time and perhaps at the Labor Day weekend meeting, told

Christopher that he had access to $150 million of capital to invest in AirTyme.


admits that Antoniou accepted an offer of employment made by Mike Narula on behalf of

AirTyme and denies having knowledge or information sufficient to form a belief as to the truth

or falsity of the allegations regarding whether Antoniou and VanGinhoven met at PCD's office

and what they talked about.


admits that, by September 4, 2012, it became obvious that PCD (and, particularly, Jonathan

Stearns of PineBridge ), was not willing to engage in good faith negotiations for a transition

agreement and Christopher's employment with PCD was terminated, effective as of September

4, 2012 and that PineBridge announced its decision to replace Christopher, with George Appling,

at PCD's August 16 Board of Directors and Operations Meeting.


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21. Denies the allegations set fmih in paragraph 21 of the Complaint, except

denies having sufficient knowledge to form a belief as to what persons other than Christopher

might have said.

22. Denies the allegations set forth in paragraph 22 of the Complaint and

refers to Christopher's employment agreement for the terms thereof.


denies having knowledge or information sufficient to form a belief regarding the precise amounts

that Reliance owed to PCD on particular dates.

24. Denies the allegations set forth in paragraph 24 of the Complaint and aver,

upon information and belief, that, prior to the date on which Hitachi allegedly terminated its

contract with PCD, PCD repudiated the Hitachi contract.



allegations regarding the email referred to in the second sentence of paragraph 25 of the

Complaint.



27. Admits the allegations set forth in paragraph 27 of the Complaint.


the truth or falsity of the allegations set forth in paragraph 28 of the Complaint, except admits

that Kastamonitis is an individual.


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admits that the majority of the services performed by Christopher for plaintiff were performed in

New York.



that Christopher's principal place ofbusiness is in New York.



34. Admits the allegations set forth in paragraph 34 of the Complaint as to the

period on or before September 4, 2012 and denies having knowledge or information sufficient to

form a belief as to the truth or falsity of the allegations set forth in paragraph 34 of the Complaint

with respect to the period thereafter.


the truth or falsity of the allegations set forth in paragraph 35 of the Complaint because

defendant does not know what plaintiff means by the phrase "one form or another" and, further

alleges that PCD was not formed until2008 and the first cell phone was not sold until1983.


the truth or falsity of the allegations set fmih in paragraph 36 of the Complaint, except admits

that PCD had sales of approximately $2.8 billion in 2011 and had approximately 200 employees

by the end of2011.

3 7. Denies the allegations set forth in paragraph 3 7 of the Complaint, except

admits that, on August 16, 2012, PCD's board voted to replace Christopher as CEO, effective on

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September 4, 2012, and advised key employees of Christopher's termination at an August 16,

2012 Operations Meeting and further alleges that Christopher was led to believe, by Jonathan

Stearns, that Christopher would be retained as CEO until Stearns told Christopher otherwise on

July 26, 2012.

38. Denies the allegations set forth in paragraph 3 8 of the Complaint, except

admits that AirTyme repaired phones and sold refurbished phones and denies having knowledge

or information sufficient to form a belief as to the truth or falsity of the allegations set forth in

paragraph 3 8 of the Complaint regarding whether AirTyme competed with PCD prior to

Christopher's departure from PCD.


denies having knowledge or information sufficient to fotm a belief as to the truth or falsity of the

allegations regarding the ownership of AirTyme and Reliance as well as whether Reliance ever

competed with PCD and admits that, prior to Christopher's departure from PCD, Reliance was a

customer ofPCD and attempted to purchase PCD.



allegations regarding Kastamonitis's current employment and his precise departure date from

PCD and avers that Kastamonitis's title was vice president for Verizon products.



allegations regarding Antoniou's precise departure date from PCD and avers that Antoniou

announced that he was leaving PCD's employ on or about August 16, 2012.

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allegations regarding VanGinhoven's precise departure date from PCD.



allegations regarding Ms. Klug's precise departure from PCD.



allegations regarding Ms. McGilly's precise departure from PCD.



allegations regarding Ms. Rabinowitz's precise departure from PCD.


denies having knowledge or information sufficient to fmm a belief as to the truth or falsity of the

allegations regarding Narula's alleged email to American Express.

4 7. Denies the allegations set forth in paragraph 4 7 of the Complaint.



the truth or falsity of the allegations set forth in paragraph 49 of the Complaint, except denies

that Christopher resigned from PCD and avers, upon information and belief, that the employees

referred to in paragraph 49 of the complaint gave PCD two weeks' notice and did not join

AirTyme until the end of such notice period.

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admits that Christopher became an employee of AirTyme on September 5, 2012 and contacted

customers and suppliers who had also done business with PCD and who were well known to

anyone who transacted business in the cellular phone industry to introduce AirTyme's new

turnkey concept to them.


admits that PCD performed work on several Pantech devices and that AirTyme made an offer on

a Pantech device that PCD had refused to purchase after Pantech contacted Christopher and

requested that AirTyme support a new model telephone that was not sold by PCD.



that Christopher gave VanGinhoven any instructions regarding the recruitment and solicitation of

PCD employees to work at AirTyme and avers that the exodus of employees was caused by,

inter alia: (a) a speech by Jonathan Steams in which he misrepresented to employees, the status

of the lease for PCD's office building and disparaged Christopher by declaring that "we finally

got rid of the old man"; and (b) failed to ensure a proper transition of management.


denies having knowledge or information sufficient to form a belief as to the actions of

Kastamontis, Antoniou, Klug, Rabinowitz and McGilly.




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allegations regarding what McGilly allegedly told O'Hara or to what "reception" plaintiff is

referring.


57. Denies having the knowledge or information sufficient to form a belief as

to the truth or falsity of the allegations set forth in paragraph 57 of the Complaint.

58. Denies having the knowledge or information sufficient to form a belief as




admits that several PCD employees left PCD to join AirTyme as a result of Jonathan Stearns and

PineBridge' statements and conduct and denies having knowledge or information sufficient to

form a belief as to the truth or falsity of the allegations regarding the precise number of

employees who left PCD and joined AirTyme.




that Christopher provided Kastamonitis with any PCD employee salary information.






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that Christopher controlled AirTyme or directed anyone to take any of the actions referred to in

paragraph 66 of the Complaint.



admits that AirTyme made an offer on a Pantech product that, upon information and belief, PCD

had refused to purchase.



that Christopher played a role in or had knowledge of the acts referred to in paragraph 69 of the

Complaint.

70. Admits that Christopher had a duty of loyalty to PCD and fulfilled that

duty and denies the remainder of allegations set forth in paragraph 70 ofthe Complaint.



refers to the email quoted in paragraph 72 of the Complaint for the terms thereof.







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allegations regarding what PCD "learned" from Alex Seo and D.J. Kang ofPantech.




allegations regarding the email referred to in paragraph 80 of the Complaint.


82. Denies having knowledge or information sufficient to set forth a belief as

to the truth or falsity of the allegations set forth in paragraph 82 of the Complaint, except denies

that Verizon's request was the first request of the kind referred to in paragraph 82 of the

complaint.


refers to the email allegedly quoted by plaintiff for the te1ms thereof.



that Christopher lied about PCD.


the truth or falsity of the allegations set forth in paragraph 85 of the Complaint and avers that any

loss ofbusiness with Verizon is the result ofPCD's acts and omissions.


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that Christopher disparaged PCD.












97. Admits the allegations set forth in paragraph 97 of the Complaint for the

period on or before September 4, 2012 and denies knowledge or information sufficient to form a

belief as to the truth or falsity of the allegations set forth in paragraph 97 for the period

thereafter.

98. Admits the allegations set forth in paragraph 98 of the Complaint and

refers to the Hitachi contract for the terms thereof.


the truth or falsity of the allegations set forth in paragraph 99 ofthe Complaint, except admits

that, from time to time, Hitachi and PCD entered into amendments.

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1 01. With respect to the allegations set forth in paragraph 101 of the

Complaint, Christopher refers to Amendment 4 for the terms thereof.

1 02. Denies having knowledge or information sufficient to set forth a belief as


1 03. Denies the allegations set forth in paragraph 103 of the Complaint.



the truth or falsity of the allegations set forth in paragraph 1 05 of the Complaint, except admits

that Hitachi and AirTyme entered into a non-binding letter of intent and avers that such letter did

not relate to any existing PCD product.


to the truth or falsity of the allegations set forth in paragraph 1 06 of the Complaint, except denies

that Christopher directed his contacts at Hitachi to ignore PCD's tenders of performance.

1 07. Denies having knowledge or information sufficient to set fmih a belief as

to the truth or falsity of the allegations set forth in paragraph 1 07 of the Complaint.




that Christopher interfered with PCD's contract with Hitachi.

110. Denies the allegations set forth in paragraph 11 0 of the Complaint.


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that Christopher lied about PCD's operating condition or that Hitachi breached its contract with

PCD.


admits that Christopher often had business dinners including Verizon executives and Narula.

These dinners were in PCD's best interests because Reliance, PCD and Verizon had common

business interests (indeed, Reliance is one of only three authorized Verizon distributors), and


allegations regarding the dates of those dinners.




116. Admits that Christopher entered into the Employment Agreement and

refers to the Employment Agreement for the terms thereof.

117. Admits that Christopher entered into the Employment Agreement and

refers to the Employment Agreement for the terms thereof.




AS TO COUNT I

121. With respect to the allegations set forth in paragraph 121 of the

Complaint, Christopher repeats the answers set forth above.

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122.

123.

duty ..

124.

125.

126.

Admits the allegations set forth in paragraph 122 of the Complaint.

Admits that Christopher had a duty of loyalty to PCD and fulfilled that

Denies the allegations set forth in paragraph 124 of the Complaint.



AS TO COUNT II





that any of the alleged actions were done to benefit Christopher or pursuant to Christopher's

request.





AS TO COUNT III






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AS TO COUNT IV

13 7. With respect to the allegations set fmih in paragraph 13 7 of the





ASTOCOUNTV




denies having knowledge or information sufficient to fmm a belief regarding the precise date that

the agreement was entered.


admits that the employment agreement was a valid and binding contract.

144. Admits that Christopher entered the Employment Agreement and refers to

the Employment Agreement for the terms thereof.

145. Admits that Christopher entered the Employment Agreement and refers to

the Employment Agreement for the terms thereof.


14 7. Denies the allegations set fmih in paragraph 14 7 of the Complaint.

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148. Denies the allegations set fmih in paragraph 148 of the Complaint.

AS TO COUNT VI



150. Denies having knowledge or infmmation sufficient to form a belief as to


that PCD transacted business with Pantech, Hitachi, Verizon and HTC on or before September 4,

2012.






admits that Christopher knew that PCD transacted business with Pantech, Hitachi, Verizon and

HTC on or before September 4, 2012.


AS TO COUNT VII







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AS TO THE SECOND COUNT VIII





that Christopher was aware that Hitachi and PCD entered into a contract.




AFFIRMATIVE DEFENSES

AS AND FORA FIRST AFFIRMATIVE DEFENSE

168. The Complaint fails to state a claim upon which relief can be granted.

AS AND FORA SECOND AFFIRMATIVE DEFENSE

169. All damages caused to PCD were the result ofthe acts and omissions of

plaintiff, its controlling member, PineBridge, and PineBridge's managing director, Steams,

including, inter alia: (i) damaging plaintiffs relationship with Hitachi High Technologies

("Hitachi"), by reneging on an agreement entered into between plaintiff and Hitachi, plaintiffs

largest supplier, resulting in plaintiff losing Hitachi as a supplier; (ii) damaging its relationship

with another key supplier (Pantech) by refusing to purchase product from Pantech or to

accommodate Pantech's need to ship product before the end ofPantech's fiscal year; (iiii) failing

to exercise "price protection" rights with respect to Pantech's model C8995 (Breakout); (iv)

damaging plaintiffs relationship with Pan tech by delaying implementation of an agreement to

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liquidate an old product "Breakout" in order to make room for the launch ofPantech's new

product, "Perception", and failing to pay $70 million due Pantech; (v) liquidating inventory at

below-market prices; (vi) damaging plaintiffs relationship with its banks, vendors, key

employees and suppliers by misrepresenting plaintiffs intention to retain Christopher as CEO

and/or enter into a proper transition agreement with Christopher; (vii) ignoring warnings by

plaintiffs bank, vendors, management and customers to provide a proper transition from

Christopher to plaintiffs current CEO and, thereby, damaging plaintiffs relationships with its

bank, management, customers and vendors; (viii) damaging plaintiffs relationship with Verizon

(plaintiffs largest customer) by, in an attempt to discredit Christopher, sharing information

regarding dinners attended by Christopher with Verizon executives (which, unknown to

Christopher, apparently violated Verizon' s Code of Conduct but did not violate plaintiffs "gift"

or "expense account" policies), resulting in four Verizon executives being fired and V erizon

reducing the amount ofbusiness Verizon does with plaintiff; (ix) damaging plaintiffs

relationship with another supplier, Cellon (PCD's exclusive manufacturer for Latin America), by

failing to pay Cellon and, thereby, losing Cellon's business in South America and, thus, costing

plaintiff$120 million ofrevenue and $12 million of profit; (x) damaging plaintiffs relationship

with another supplier, Meta-7, by failing to fulfill plaintiffs agreement to pay non-recurring

engineering ("NRE") costs (which had been incurred by Meta-7) thereby, destroying Meta-7's

relationship with PCD and preventing the development of additional products; (xi) failing to

execute an agreement that had been negotiated by Christopher to reduce plaintiffs debt to HTC

America Inc. ("HTC") from $190 million to $150 million; (xii) failing to pay HTC $142 million

due HTC; (xiii) hurting the morale of employees by bringing back previously discharged

employees who had bad mouthed plaintiff; (xiii) causing employees to leave plaintiff as a result

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of Jonathan Steams' false representations to employees regarding the renewal of plaintiffs office

lease; (xiv) causing employees to leave plaintiff by failing to implement an appropriate transition

or succession plan after firing Christopher as CEO; (xv) causing employees to leave plaintiff as a

result of Jonathan Steams' disparaging remarks to employees about Christopher's age; (xvi)

compromising Christopher's ability to lead plaintiff by insisting that Steams, rather than

Christopher, run plaintiffs management meetings; (xvii) causing employees to leave plaintiff by

failing to take into account plaintiffs existing corporate culture in retaining a new CEO; (xviii)

causing employees to leave plaintiff by refusing to negotiate a transition agreement with

Christopher in good faith; (xiv) causing employees to leave plaintiff by failing to fulfill

plaintiffs promises to issue "C" units in plaintiff to employees; (xx) causing employees to leave

plaintiff by not consulting with key employees (including Christopher and Antoniou) about

plaintiffs retention of a new CEO; (xxi) causing employees to leave plaintiffs employ by failing

to renew plaintiffs office lease and, thereby, causing insecurity among employees and a belief

that plaintiffwas preparing to move its operations out ofNew York; (xxii) causing employees to

leave plaintiff because plaintiff, PineBridge and Steams refused to consider any current

employees for plaintiffs CEO position; (xxiii) failing to provide warranty services despite being

contractually obligated to do so; (xxiv) refusing to sell phones to distributors whom they deemed

to have a close relationship with Christopher; (xxv) causing employees to leave because Steams

was the sole member ofPCD's Compensation Committee (after Marshall Cohen left PCD's

Board) and PineBridge refused to name a second member; (xxvi) terminating any board member

who voiced any disagreement with Steams and PineBridge, including Mickey Cohen; and (xxvii)

appointing an independent director who was not truly independent, as evidenced by the director's

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vote to terminate Christopher's employment at the very same board meeting at which the board

resolved to appoint her as an independent director.

AS AND FORA THIRD AFFIRMATIVE DEFENSE

170. While Christopher remained loyal to plaintiff until September 4, 2012, any

duty of loyalty Christopher had to plaintiff terminated upon plaintiff deciding to replace

Christopher as CEO.

AS AND FORA FOURTH AFFIRMATIVE DEFENSE

171. Plaintiffs claims are barred by Christopher's employment contract which

contains no post-employment covenant not to compete or any restriction on Christopher's right

to join (or create) a competitor of plaintiff.

AS AND FORA FIFTH AFFIRMATIVE DEFENSE

172. All of the statements allegedly made by Christopher are true.

AS AND FORA SIXTH AFFIRMATIVE DEFENSE

1 73. Plaintiff has no standing to assert claims for damages resulting from

statements allegedly made by Christopher about PineBridge and Jonathan Stearns.

AS AND FORA SEVENTH AFFIRMATIVE DEFENSE

174. The claims set forth in the complaint are subject to mandatory arbitration

pursuant to the terms of Christopher's employment agreement.

AS AND FORAN EIGHTH AFFIRMATIVE DEFENSE

175. Plaintiff is estopped from asserting the claims set forth in the complaint.

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AS AND FORA NINTH AFFIRMATIVE DEFENSE

176. Plaintiffs claims are barred by the doctrine of"unclean hands".

AS AND FORA TENTH AFFIRMATIVE DEFENSE

1 77. Plaintiff has failed to mitigate damages.

AS AND FORAN ELEVENTH AFFIRMATIVE DEFENSE

178. Plaintiffhas a duty to indemnify Christopher for any damages obtained

against Christopher in this action.

employees.

contract.

AS AND FORA TWELFTH AFFIRMATIVE DEFENSE

179. Christopher is not legally responsible for the conduct of plaintiffs

AS AND FORA THIRTEENTH AFFIRMATIVE DEFENSEAS AND FOR A

180. Any claim for breach of contract is barred by plaintiffs prior breaches of

COUNTERCLAIMS

AS AND FORA FIRST COUNTERCLAIM PURSUANT TO THE

NEW YORK STATE HUMAN RIGHTS LAW AGAINST PERSONAL COMMUNICATIONS DEVICES, LLC AND JONATHAN STEARNS

181. Christopher repeats and realleges the allegations set forth in paragraphs 1 -

180 as if completely set forth herein.

182. Christopher is a sixty-four (64) year-old man who resides in Suffolk

County, New York.

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183. Upon information and belief, PCD is a Delaware limited liability company

with its principal place ofbusiness in Suffolk County, New York.

184. Upon information and belief, PineBridge Direct Investments, LLC (f/k/a

AIG Direct Investments, LLC) is a Delaware limited liability company that maintains its

principal place ofbusiness at 399 Park Avenue, 4th Floor, New York, New York 10022.

185. Upon information and belief, PineBridge Global Invesments, LLC (f/k/a

AIG Global Investments, LLC) is a Delaware limited liability company that maintains its

principal place ofbusiness at 399 Park Avenue, 4th Floor, New York, New York 10022.

186. Upon information and belief, PineBridge Investments, LLC (f/k/a AIG

Investments, LLC) is a Delaware limited liability company that maintains its principal place of

business at 399 Park Avenue, 4th Floor, New York, New York 10022.

187. PCD, based in Hauppauge, New York, is in the business ofbuying cellular

phones from equipment manufacturers and customizing those phones for sale to PCD's

customers.

188. PCD employs more than four (4) employees and therefore is an employer

within the meaning ofthe New York State Executive Law§§ 296 et seq. ("State Human Rights

Law").

189. At all relevant times, Stearns was a member ofPCD's Board ofDirectors

and the Managing Director of PineBridge Investments, a private capital firm which was the

majority shareholder ofPCD.

190. Venue is properly laid in this County because Christopher resides in, and

PCD has its principal place ofbusiness in, Suffolk County, New York.

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191. Jurisdiction is conferred upon the Court by Article 15 of the State Human

Rights Law, specifically New York State Executive Law §§ 296 et seq.

192. Christopher commenced employment with Audiovox Corporation, a

predecessor entity ofPCD, in or around 1970.

193. In or around 1992, Christopher became President and Chief Executive

Officer ("CEO") of Audiovox Communications Corp. ("ACC"), a wholly owned subsidiary of

Audiovox Corporation.

194. ACC was acquired by UTStarcom, Inc. in or around 2004 and ACC

became a subsidiary ofUTStarcom, Inc. known as UTStarcom Personal Communications LLC

("UTPC"). Christopher continued in his role as President and CEO.

195. In 2008, Christopher structured a management leveraged buy-out of

UTPC, invested $2.5M ofhis personal money in the buy-out, and created PCD.

196. On or around June 30, 2008, PCD and Christopher signed a four (4) year

Employment Agreement.

197. Pursuant to the Employment Agreement, PCD agreed to employ

Christopher, and he continued to be employed in his position as President and CEO of the

company.

198. During his tenure as President and CEO ofPCD, Christopher worked with

the top wireless carriers in North and South America, including Verizon Wireless, Sprint,

AT&T, T-Mobile and top carriers in Canada and Latin America.

199. As President and CEO of PCD, Christopher was responsible for bringing

many major brand manufacturers to the Americas, including HTC, Pantech, Casio, Sharp,

Alcatel, Cellon, Huawei and Meta-7.

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200. During Christopher's tenure as President and CEO ofPCD, its revenues

grew from $1.7 Billion to $2.8 Billion.

201. Notwithstanding Christopher's dedicated and excellent performance as

President and CEO ofPCD and his many valuable contributions to the success of the company,

Christopher was subjected to incessant age-related comments and harassment by Jonathan

Steams beginning in or around January 2012 and continuing through the date of Christopher's

termination in August 2012.

202. Steams repeatedly told Christopher and other PCD employees that he

wanted to bring in a "younger" CEO and that Christopher, who he referred to as the "old man",

should be replaced with someone who had "younger ideas."

203. Steams made age-related negative comments about Christopher and often

referred to his belief that PCD needed "new blood", "fresh blood" and "young blood" in the PCD

leadership position.

204. From approximately May through July of2012, Steams undermined

Christopher's authority by, among other things, conducting his own monthly operations

meetings. These meetings were designed, by Steams, to undermine Christopher's authority at

PCD.

205. On or about July 26, 2012, Steams informed Christopher that his

employment was going to be terminated. Steams stated that he had executed an agreement with

a new CEO and that Christopher should clean his office out.

206. On or about August 16, 2012, PCD's Board of Directors removed

Christopher as President and CEO of PCD and replaced him with George Appling. Appling is

approximately forty-five ( 45) years of age.

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207. Christopher's last day of employment with PCD was September 4, 2012.

On or around September 6, 2012, Stearns met with numerous PCD employees and told them that

"we had to get rid of the old man," referring to Christopher.

208. PCD and Stearns discriminated against Christopher on the basis of his age

with respect to the terms, conditions, or privileges of his employment and by terminating his

employment in violation of the provisions of the State Human Rights Law.

209. As a direct and proximate result of PCD and Stearns discriminating

against Christopher on the basis ofhis age in violation of the provisions of the State Human

Rights Law, Christopher has suffered damages and is entitled to relief including, but not limited

to, an award, inter alia, of reinstatement, back pay, front pay, benefits, attorneys' fees and

compensatory damages for emotional and physical distress against PCD and Stearns in amounts

to be determined at trial.

AS AND FORA SECOND COUNTERCLAIM PURSUANT TO THE

NEW YORK CITY HUMAN RIGHTS LAW AGAINST PERSONAL COMMUNICATIONS DEVICES, LLC AND JONATHAN STEARNS



211. PCD is an employer within the meaning ofthe New York City

Administrative Code§ 8-502 ("City Human Rights Law").

212. In addition to its main office located in Suffolk County, PCD does

significant business in New York City.

213. In the course of performing his duties as CEO ofPCD, Christopher

attended meetings in New York City on a regular and frequent basis with PCD vendors,

customers and prospective customers, and he met with PCD employees in New York City

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several times each month. Such meetings included product presentations to customers,

presentations by customers, sales pitches and client services.

214. Christopher also traveled extensively and regularly in furtherance of

PCD's business, both domestically and internationally, flying out of LaGuardia Airpmi and JFK

Airport in New York City.

215. Upon information and belief, the decision to terminate Christopher's

employment as CEO of PCD was made inN ew York City.

216. PCD and Steams discriminated against Christopher on the basis ofhis age

with respect to the terms, conditions, or privileges of his employment and by terminating his

employment in violation of the provisions of the City Human Rights Law.

217. A copy of this answer with counterclaims is being served upon the New

York City Commission on Human Rights and the New York City Corporation Counsel in

accordance with§ 8-502(c) ofthe City Human Rights Law.

218. As a direct and proximate result of PCD and Steams discriminating

against Christopher on the basis of his age in violation of the provisions of the City Human

Rights Law, Christopher has suffered damages and is entitled to relief, including but not limited

to an award, inter alia, ofreinstatement, back pay, front pay, benefits, punitive damages,

attorneys' fees and compensatory damages for emotional and physical distress against PCD and

Steams in amounts to be determined at trial.

AS AND FORA THIRD COUNTERCLAIM

PURSUANT TO THE NEW YORK STATE HUMAN RIGHTS LAW AGAINST JONATHAN STEARNS



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220. Steams aided and abetted PCD's age-based discrimination against

Christopher in violation of the provisions of the State Human Rights Law.

221. Aiding and abetting PCD' s age-based discrimination against Christopher

constitutes a violation of the State Human Rights Law.

222. As a direct and proximate result of Steams' discriminating against

Christopher on the basis of his age in violation of the provisions of the State Human Rights Law,

Christopher has suffered damages and is entitled to relief, including but not limited to an award,

inter alia, of reinstatement, back pay, front pay, benefits, attorneys' fees and compensatory

damages for emotional and physical distress against Steams in amounts to be determined at trial.

AS AND FORA FOURTH COUNTERCLAIM PURSUANT TO THE NEW YORK CITY HUMAN RIGHTS LAW AGAINST JONATHAN STEARNS



224. Steams aided and abetted PCD's age-based discrimination against

Christopher in violation of the provisions of the City Human Rights Law.

225. Aiding and abetting PCD's age-based discrimination against Christopher

constitutes a violation of the City Human Rights Law.

226. As a direct and proximate result of Steams' discriminating against

Christopher on the basis of his age in violation of the provisions of the City Human Rights Law,

Christopher has suffered damages and is entitled to relief, including but not limited to an award,

inter alia, of reinstatement, back pay, front pay, benefits, punitive damages, attorneys' fees and

compensatory damages for emotional and physical distress against Steams in amounts to be

determined at trial.

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AS AND FORA FIFTH COUNTERCLAIM PURSUANT TO

THE AGE DISCRIMINATION IN EMPLOYMENT ACT AGAINST PERSONAL COMMUNICATIONS DEVICES, LLC



228. PCD discriminated against Christopher on the basis of his age with respect

to the terms, conditions, and/or privileges of his employment and by terminating his employment

in violation of the provisions of the Age Discrimination in Employment Act of 1967, 29 U.S.C.

§§ 621-634 ("ADEA").

229. Jurisdiction is conferred upon the Court by 29 U.S.C. § 626(c)(l).

230. PCD employs more than twenty (20) employees and therefore is an

employer within the meaning of the ADEA.

231. Christopher fully complied with the administrative prerequisite to the

filing of this action. On April 8, 2013, Christopher timely filed charges of discrimination against

PCD with the United States Equal Employment Opportunity Commission ("EEOC")

complaining of the unlawful acts of discrimination alleged herein.

232. Christopher filed his ADEA claim in this Court after waiting sixty (60)

days, pursuant to 29 U.S.C. § 626(d).

233. As a direct and proximate result ofPCD discriminating against

Christopher on the basis ofhis age in violation of the provisions of the ADEA, Christopher has

suffered damages and is entitled to relief, including but not limited to an award, inter alia, of

reinstatement, back pay, front pay, benefits, liquidated damages, punitive damages, attorneys'

fees and compensatory damages for emotional and physical distress against PCD in amounts to

be determined at trial.

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AS AND FORA SIXTH COUNTERCLAIM FOR BREACH OF CONTRACT

AGAINST PERSONAL COMMUNICATIONS DEVICES, LLC



235. On or about August 16, 2012, the board of directors ofPCD decided not to

renew Christopher's Employment Agreement and resolved to terminate Christopher's

employment at PCD, effective on September 4, 2012.

236. Paragraph 3(b) of the Employment Agreement provides:

Annual Bonus. During the Term, the Executive shall be eligible to earn an annual gross cash bonus (the "Annual Bonus") equal to 2.50% ofthe Company's Pre-Tax Income for each calendar year. As used herein, "Pre-Tax Income" means, for any period, the net income of the Company for such period as set forth in the Company's audited financial statements, without reduction for any of the foregoing: (i) the annual management fee, Transactions Fees and fees and expenses reimbursed on the date hereof under the Advisory Agreements between the Company and AIG Global Investment Corp. and Alumni Capital Network Management Company, LLC; (ii) all foreign, federal, state and local taxes based on income, receipts or revenue; and (iii) any transaction costs, financing fees, and expenses relating to the negotiation and execution of the Merger Agreement and the Company's Operating Agreement and the consummation of the Transactions contemplated thereby. The Company shall conclusively determine the Company's Pre-Tax Income for each calendar year as soon as practicable following the receipt of the Company's audited financial statements for such year.

237. Pursuant to paragraph 5(c) of the Employment Agreement:

payment of the Annual Bonus (pro rated through the date of termination) (or, if greater, $700,000) payable in a lump sum within thirty (30) days after the date that the Annual Bonus would have been paid.

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238. Pursuant to paragraph 3(b) quoted above Christopher is entitled to an

Annual Bonus in an amount to be determined at trial but believed to be at least $500,000 for the

period ending August 31, 2012.

239. Christopher performed all ofhis obligations under the Employment

Agreement.

240. PCD has failed to pay Christopher any portion of the Annual Bonus.

241. By reason of the foregoing, Christopher is entitled to damages, and PCD is

liable to Christopher, in an amount to be determined at trial but believed to be at least $500,000

plus interest.

AS AND FORA SEVENTH COUNTERCLAIM FOR BREACH OF CONTRACT AGAINST PERSONAL COMMUNICATIONS DEVICES, LLC



243. Paragraph 4(i) ofthe Employment Contract provides:

(i) Indemnification. To the maximum extent legally petmissible, including under applicable provisions of Delaware law, the Operating Agreement of the Company and Buyer, or the Certificate of Incorporation and Bylaws of the Company and Buyer, if applicable, and any indemnification agreement entered into by the Company and the Executive, the Company shall indemnify the Executive with respect to any actions commenced against the Executive in his capacity as an officer or director of the Company, whether by or on behalf of the Company, its shareholders or third-parties, and the Company shall advance to the Executive an amount equal to the reasonable fees and expenses incurred in defending such actions, after receipt of (i) an itemized request for such advance, and (ii) an undertaking from the Executive to repay the amount of such advance, with interest at the applicable federal rate with annual compounding under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code"), form the date of the request as determined by the Company, if it shall ultimately be determined in a final and nonappealable judgment that he is not entitled to be indemnified against such expenses. For the avoidance of

34

doubt, the Company will not only indemnify Executive if required, but also will indemnify him to the maximum extent the Company is legally permitted to indemnify him when such indemnification may be optional.

244. By this action, PCD seeks damages against Christopher for acts allegedly

committed by Christopher in his capacity as an officer and director ofPCD.

245. Pursuant to paragraph 4(i) of the Employment Agreement, Christopher has

submitted an itemized request for reimbursement of fees and expenses as well as an undertaking

as required by paragraph 4(i).

246. PCD has failed to reimburse Christopher for any of the fees and expenses

that he has incurred in defending this lawsuit.

24 7. By reason of the foregoing, Christopher is entitled to damages, and PCD is

liable to Christopher, in the amount of at least $168,039.39, plus interest.

AS AND FORAN EIGHTH COUNTERCLAIM AGAINST

PERSONAL COMMUNICATION DEVICES, LLC, PINEBRIDGE INVESTMENTS AND JONATHAN STEARNS

(Tortious Interference With Contractual Relationship)


24 7 as if completely set forth herein.

249. Before and during Christopher's tenure as President and CEO ofPCD, he

developed and maintained material business relationships with wireless carriers such as Verizon

Wireless, Sprint, AT&T, T-Mobile as well as top carriers in Canada and Latin America, and used

those relationships to the benefit ofPCD. He also developed and maintained material business

relationships with other vendors, suppliers, and distributors.

250. PineBridge, though its agent, Stearns, exercised control ofPCD's board of

directors. PineBridge and Stearns, however, ignored the fact that PCD's business was heavily

35

driven by personal relationships and did not realize the impact that terminating Christopher

would have on PCD's business or on employee morale (the employees understanding that the

business was relationship driven) as well as relationships with PCD's bank, vendors and

customers.

251. PCD' s Board of Directors passed a resolution terminating Christopher's

employment on or about August 16, 2012. Christopher, as well as representatives from PCD's

bank, vendors and customers warned Steams that Christopher's departure would have a

deleterious impact on their relationships with PCD. Indeed, prior to the public announcement

that Christopher would be replaced as PCD, Steams falsely assured those representatives that

Christopher would not be terminated as CEO. Upon information and belief, Steams' false

representations caused a loss of confidence in PCD on the part ofPCD's bank, vendors and

suppliers.

252. After the August 16, 2012 resolution, Board member and vice president at

PCD, Louis Antoniou, argued vigorously that Christopher's employment should not be

terminated. When that failed, Antoniou, already unhappy with Steams, immediately notified the

Board that he would be resigning his employment with PCD.

253. Once PCD's senior management had been forced out or left, other

employees left in a mass exodus for a several reasons, including them the recognition that PCD

had committed a serious error in a relationship driven business. These employees were not

recruited by Christopher, but rather followed Antoniou and other senior management to their

new places of employment.

254. Belatedly realizing that they had opened the bam door, PCD, PineBridge,

and Steams tried to close it. Less than ten (1 0) days after Christopher had been forced out of

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PCD, on September 12, 2012, PCD, PineBridge, and Steams offered Christopher $7 million to

return to PCD as Chairman Emeritus (without an office), conditioned upon his ability to bring

Antoniou and another employee back with him. Christopher had always sought PCD's success

and was interested in ensuring that the money, time and effort he had put into growing the

company did not go to waste. He also wanted to protect his multimillion dollar equity

investment in PCD. Contrary to the allegations in the Second Amended Complaint that these

employees had been working in concert with Christopher, however, the two employees both

refused to return to PCD, citing the culture ofPineBridge. Thus, Christopher could not return to

PCD on the conditions mandated by PineBridge and Steams.

255. Once his employment with PCD ended, Christopher was not subject to any

restrictive covenant. Thus, he was free to work anywhere he wanted in the cell-phone industry,

even for a competitor ofPCD.

256. After he was forced to leave PCD, Christopher joined AirTyme, a

company owned by Ashima Narula, the wife ofParveen (Mike) Narula. With the assistance of

Christopher, AirTyme developed a "tum-key" solution in the reverse logistics cell-phone market.

·This was a new business model in the cell-phone industry.

257. AirTyme, through Christopher, sought a business relationship with

Verizon Wireless and was successfully winning business with Verizon Wireless.

258. Until much too late in the game, PCD, PineBridge, and Steams ignored

the fact that they were operating in a market in which relationships were key. Having damaged

their own business, they then set out to destroy Christopher's business relationships with

AirTyme, Verizon Wireless and other wireless carriers, as well as vendors, suppliers, and

distributors. Christopher was not subject to any restrictive covenant after his employment with

37

PCD ended. PCD, PineBridge, and Stearns schemed to effectively and wrongfully create a

restrictive covenant and drive Christopher from the industry by filing this meritless lawsuit and

engaging in other wrongful conduct designed to hurt Christopher's business reputation and make

him toxic in the cell-phone industry.

259. PCD, PineBridge, and Stearns successfully sought to damage

Christopher's business reputation and thereby destroy his relationship with Verizon Wireless.

260. At the direction ofPineBridge and Jonathan Stearns, PCD's new CEO sent

credit-card receipts to Verizon Wireless' corporate security department showing that Christopher

had entertained certain Verizon Wireless executives. PCD, PineBridge, and Stearns accused

Christopher (and, along with him, the Verizon Wireless executives) of violating the Verizon

Wireless corporate code of conduct. PCD, PineBridge and Stearns provided Verizon Wireless

with the receipts for the sole purpose of embarrassing and humiliating Christopher with no

corresponding benefit to PCD.

261. Notably, such entertainment did not violate PCD's code of conduct, nor

was Christopher aware that such conduct violated Verizon Wireless' code of conduct. Indeed,

PCD, PineBridge, and Stearns were aware that Christopher routinely entertained executives.

Stearns even participated in the entertainment of executives from Verizon Wireless and other

companies on several occasions. Moreover, during his four-year tenure as President and CEO of

PCD, Christopher regularly submitted monthly expense reports documenting the entertainment

of such executives and attaching the receipts for such activities. These expense reports were

subject to regular audit by an audit committee ofPCD's Board of Directors, which included at

least one executive of PineBridge. The audit committee never questioned any of these expenses.

38

Importantly, neither PCD, PineBridge, nor Steams had ever previously questioned these

expenses.

262. Once it received this information from PCD, PineBridge, and Steams,

Verizon Wireless stopped taking Christopher's phone calls, ignored his efforts to engage in

communications, and otherwise completely refused to deal in any manner with Christopher.

263. PCD also knew that interfering with Christopher's relationship with

Verizon Wireless would destroy his relationship with AirTyme. PCD knew that the Narula

family's flagship company was Reliance Communications, LLC ("Reliance"), a former

defendant in this litigation. PCD further knew that Reliance's primary business is as a Verizon

Wireless distributor and that Reliance would not risk the business it received from Verizon

Wireless. By interfering with Christopher's relationship with Verizon Wireless, PCD,

PineBridge, and Steams intended to induce, and did successfully induce, the Narula family to

cause AirTyme to terminate its business relationship with Christopher.

264. Upon information and belief, PCD's CEO also called several wireless

carriers to inform them of this lawsuit and otherwise publicize disparaging infonnation about

Christopher, including a fabricated investigation of Christopher by the Federal Bureau of

Investigation.

265. In their scheme to destroy Christopher's business relationships, however,

PCD, PineBridge, and Steams blindly failed to recognize that this conduct served no legitimate

interest ofPCD. Indeed, after receiving the information from PCD, Verizon Wireless fired four

executives-- executives who were friendly to PCD and proponents ofPCD- thus weakening

PCD's contacts with Verizon Wireless and limiting PCD's opportunities to win future business

from Verizon Wireless.

39

266. PineBridge and Steams, operating through PCD, also brought this lawsuit,

which is nothing more than another example of their scheme to destroy Christopher's current and

prospective business relationships. The lawsuit alleges that Christopher was the cause of the

collapse ofPCD, when it was, in fact, the reckless decision-making ofPineBridge and Steams

that destroyed PCD's business. Upon information and belief, with respect to the filing of this

lawsuit, Steams has stated that he has "lots of lawyers" and that he will put Christopher "out of

business."

267. The lawsuit is objectively meritless and that PCD knows that it is

meritless. In previous incarnations, this meritless lawsuit incredibly alleged that Christopher

breached fiduciary duties to PCD after he had already left PCD. Christopher filed a motion to

dismiss arguing that he could not possibly owe such duties to the company after he had left its

employ. In a transparent effort to do nothing more than continue its meritless attack on

Christopher's reputation and business relationships, PCD, PineBridge and Stearns responded to

the motion to dismiss by, in essence, changing the dates in the complaint, so that conduct

previously said to have occurred after Christopher had departed PCD (notably alleged in a

verified complaint) is now said to have occurred before Christopher departed the company (now

alleged in a non-verified complaint). The failure to submit a verification in support of the facts

alleged in the Second Amended Complaint demonstrates that PCD, PineBridge and Steams

recognize that the facts alleged in the Second Amended Complaint are false.

268. This wrongful conduct by PCD, PineBridge, and Steams had the desired

effect: Christopher became toxic in the industry. AirTyme terminated his employment. Verizon

Wireless stopped doing business with him. Other wireless carriers also stopped doing business

40

with Christopher. Suppliers, vendors, and distributors also stopped doing business with

Christopher.

269. Further evidence for the punitive nature of the suit can be found in the

"settlement" with a former defendant in this lawsuit, AirTyme. Once AirTyme terminated

Christopher, PCD, PineBridge, and Steams dropped AirTyme from the lawsuit for, upon

information and belief, no consideration other than what AirTyme already owed PCD.

270. At all relevant times, a valid and enforceable contract existed between

Christopher and AirTyme, a third party. Pursuant to that contract, Christopher was to be receive

a signing bonus, a percentage of the equity, a monthly salary, and a guarantee of the value of his

shares in PCD if PCD did not redeem his shares.

271. At all relevant times, PCD, PineBridge, and Steams had knowledge of the

existence of the contract between Christopher and AirTyme.

272. PCD, PineBridge, and Steams tortiously interfered with and damaged the

contractual relationship between Christopher and AirTyme, resulting in damages to Christopher.

273. Specifically, the conduct ofPCD, PineBridge, and Steams as described

above, constitutes intentional interference with AirTyme's performance under its contract with

Christopher.

274. The tortious interference ofPCD, PineBridge, and Steams directly

resulted in AirTyme's termination of the existing contract between AirTyme and Christopher.

275. PCD, PineBridge, and Stearns have no reasonable justification or excuse

for its conduct.

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276. As a direct result of the actions ofPCD, PineBridge, and Steams,

Christopher's contractual relationship with AirTyme was damaged, and Christopher suffered

significant financial losses as a result.

AS AND FORA NINTH COUNTERCLAIM AGAINST


(Tortious Interference With Existing Business Relations/Existing Economic Relations)



278. At all relevant times, Christopher had valid business or economic

relationships with, among others, AirTyme, the top wireless carriers in North and South

America, including Verizon Wireless, Sprint, AT&T, T-Mobile and the top carriers in Canada

and Latin America, along with manufacturers, vendors, suppliers, and distributors, including but

not limited to Hitachi High Technologies America, Inc. ("Hitachi"), Pantech Co. Ltd and

Pantech Wireless Inc. (collectively, "Pantech"), ZTE Corporation and ZTE USA Inc.

(collectively, "ZTE"), and Brightstar Corp. ("Brightstar").

279. At all relevant times, PCD, PineBridge, and Steams were aware of

Christopher's business or economic relationships.

280. PCD, PineBridge, and Steams tortiously interfered with and damaged

these existing business and/or economic relationships, resulting in damages to Christopher.

281. Specifically, the conduct ofPCD, PineBridge, and Steams, as described

above, constitutes intentional interference with Christopher's business and/or economic

relationships. As described above, PCD, PineBridge, and Steams interfered with Christopher's

existing relationships with AirTyme and Verizon Wireless. Moreover, each ofPantech, ZTE,

42

and Brightstar had offered Christopher high level executive positions, accompanied by offers of

significant compensation. After the conduct ofPCD, PineBridge, and Stearns, as described

above, these companies will no longer deal with Christopher and the offers have been

withdrawn.

282. The actions ofPCD, PineBridge, and Steams were taken with the sole

purpose of harming Christopher or by wrongful, improper, or dishonest means.

283. As a result of the conduct ofPCD, PineBridge, and Steams, Christopher's

business relationships were harmed.

284. As a result of the conduct ofPCD, PineBridge, and Steams, and the

ensuing damage to Christopher's business relationships, Christopher suffered damages including,

but not limited to, economic and financial losses.

AS AND FORA TENTH COUNTERCLAIM AGAINST


(Tortious Interference With Prospective Business Relations/Economic Advantage)

285. Christopher repeats and realleges the allegations set forth in paragraphs 1

- 284 as if completely set forth herein.

286. At all relevant times, Christopher had prospective business and/or

economic relationships with, among others, AirTyme, the top wireless carriers in North and

South America, including Verizon Wireless, Sprint, AT&T, T-Mobile and top carriers in Canada

and Latin America, along with manufacturers, vendors, suppliers, and distributors, including but

not limited to Hitachi, Pantech, ZTE, and Brightstar.

287. At all relevant times, PCD, PineBridge, and Steams were aware of

Christopher's prospective business or economic relationships.

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288. PCD, PineBridge, and Steams tortiously interfered with and damaged

these prospective business and/or economic relationships, resulting in damages to Christopher.

289. At all relevant times, PCD, PineBridge, and Steams used dishonest, unfair,

wrongful or improper means in interfering with Christopher's prospective business and

economic relationships.

290. The conduct ofPCD, PineBridge, and Steams described above constitutes

intentional interference with Christopher's prospective business and/or economic relationships.

291. PCD, PineBridge, and Steams instituted this lawsuit in bad faith, intending

only to harass Christopher and cause Christopher to be fired by AirTyme and destroy his

relationships in the cell phone industry.

292. PCD, PineBridge, and Steams instituted the lawsuit without any intent to

bring the asserted claims to full adjudication.

293. This lawsuit was filed with the intent to interfere directly with

Christopher's prospective business and/or economic relationships, via the use of the legal

process itself, as opposed to any interference or harm that would result from any potential

outcome of the lawsuit.

294. As a direct result of the interference ofPCD, PineBridge, and Steams,

Christopher's prospective business and economic relationships were damaged. As described

above, PCD, PineBridge, and Steams interfered with Christopher's existing and prospective

relationships with AirTyme and Verizon Wireless. Moreover, each ofPantech, ZTE, and

Brightstar had previously offered Christopher high level executive positions, accompanied by

offers of significant compensation. After the conduct ofPCD, PineBridge, and Steams, as

44

described above, these companies will no longer deal with Christopher and the offers have been

withdrawn.

295. As a result of the conduct ofPCD, PineBridge, and Steams, and the

ensuing damage to Christopher's prospective business and economic relationships, Christopher

suffered damages including, but not limited to, economic and financial losses.

WHEREFORE, Defendant-Counterclaimant Christopher demands judgment against

Counterclaim-Defendants PCD, PineBridge, and Steams as follows:

1. On the first, second, third, fourth and fifth counterclaims,

(A) Declaring that the acts and practices complained of herein are in violation

of the State Human Rights Law, the City Human Rights Law and the Age Discrimination in

Employment Act,

(B) Enjoining and permanently restraining PCD and Steams from further

violations of the State Human Rights Law, the City Human Rights Law, and the Age

Discrimination in Employment Act,

(C) Directing Steams and PCD to take such affirmative steps as are necessary

to ensure that the effects of their unlawful acts and practices are eliminated and do not continue

to effect Christopher's employment opportunities,

(D) Awarding to Christopher compensatory damages, including, but not

limited to, back pay, front pay, benefits of employment, and damages for mental, emotional and

physical injury, distress, pain and suffering and injury to Christopher's reputation, in an amount

to be determined at trial, and

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(E) A warding to Christopher liquidated damages, punitive damages and

attorneys' fees in amounts to be determined at trial;

2. On the sixth counterclaim, damages in the amount of at least $500,000.00,

plus interest;

3. On the seventh counterclaim, damages in the amount of at least

$168,039.39, plus interest;

4. On the eighth, ninth, and tenth counterclaims,

(A) Awarding to Christopher compensatory and consequential damages,

including, but not limited to, lost profits and earnings, loss of good will, and damages for mental,

emotional and physical injury, distress, pain and suffering and injury to Christopher's reputation,

in an amount to be determined at trial, and

(B) Awarding to Christopher punitive damages in an amount to be determined

at trial;

5. Pre-judgment and post-judgment interest at the maximum rate allowable at

law;

6. Costs, fees and expenses incurred including attorneys' fees and experts

fees and costs; and,

7. Such further legal and equitable relief as this Court may deem proper.

Dated: June 21, 2013 Garden City, New York ::@:&KLEIN,PC

Alan E. Marder

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Attorneys for Philip Christopher 990 Stewart A venue, Suite 300 Post Office Box 9194 Garden City, New York 11530-9194 (516) 741-6565

Gerard S. Catalanello Vincent J. Nolan III DUANE MORRIS, LLP Attorneys for Philip Christopher 1540 Broadway New York, NY 10036-4086 (212) 692-1000

TO: Goodwin & Procter

945309

Attorneys for Personal Communications Devices, LLC and Jonathan Stearns The New York Times Building 620 Eighth A venue New York, NY 10018

Westerman Ball Ederer Miller & Sharfstein, LLP

Attorneys for Kostas Kastamonitis 1201 RXR Plaza Uniondale, NY 11556

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