Sun Products v. Linares (Amended Complaint)

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 1 of 38
UNITED STATES DISTRICT COURT

DISTRICT OF CONNECTICUT
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:
THE SUN PRODUCTS CORPORATION, and
: ECF Case
HENKEL CONSUMER GOODS INC.,
:
: Civil Action No. 3:17-cv-00027
Plaintiffs,
:
:
- against :
:
CARLOS LINARES and CHURCH & DWIGHT
:
CO., INC.,
:
:
Defendants.
:
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FIRST AMENDED COMPLAINT
Plaintiffs The Sun Products Corporation (Sun Products), and Henkel Consumer Goods
Inc. (HCGI) (collectively, Plaintiffs), by and through their undersigned counsel, file this
First Amended Complaint against Defendants Carlos Linares (Linares) and Church & Dwight
Co., Inc. (C&D) (collectively, Defendants), and allege as follows:
NATURE OF THE ACTION
1.
Plaintiffs were forced to file this action after discovering that Linares has already
disclosed and/or threatens to disclose Plaintiffs trade secrets and confidential information to a
direct competitor, C&D. In addition, Linares has also stated that he intends to leave his current
role at Sun Products to join C&D on January 20, 2017 as its global head of Research &
Development, a virtually identical position to his current role at Sun Products. Such a move
would constitute an unquestionable breach of Linaress written employment agreement, which
states that he is not to accept employment with a competitor within one (1) year of his
termination, as well as C&Ds intentional interference therewith.
2.
Moreover, in April 2016, C&D approached Sun Products majority owner and
expressed an interest in acquiring Sun Products business. In order to explore this potential
acquisition by a direct competitor, C&D and Sun Products entered into a confidentiality
agreement (Confidentiality Agreement) on or about April 26, 2016 whereby C&D agreed,
among other things, that in exchange for being provided access to Sun Products confidential
information, it would not solicit or hire any Sun Products employees that Sun Products identified
as part of C&Ds evaluation of the potential transaction during the two (2) years following the
execution of the Confidentiality Agreement.
3.
During an April 26, 2016 presentation made to C&Ds CEO, Sun Products
specifically identified Linares (who was its Chief Technology Officer at the time) as one of Sun
Products key executives who had significant knowledge of Sun Products robust new product
pipeline, which included several products that competed directly against C&D products. C&D
was also provided access to Sun Products data room, which contained even more highly
sensitive financial data and revenue projections, as well as detailed biographies on just seven of
Sun Products executives, including Linares.
4.
Although C&Ds pursuit of Sun Products was ultimately unsuccessful, contrary to
the unambiguous non-solicitation/no-hire provisions contained in the Confidentiality Agreement,

within approximately just three months of executing the Confidentiality Agreement, C&D began
to unlawfully solicit and ultimately offered employment to Linares as C&Ds Global Head of
R&D. On December 5, 2016, Linares notified Sun Products of his resignation and intention of
joining C&D as its global head of R&D, effective January 20, 2017.
5.
As a direct result of Linaress and C&Ds unlawful conduct, Plaintiffs seek,
among other things: (a) an injunction prohibiting C&D from employing Linares during the two
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(2) years following the execution of the Confidentiality Agreement on April 26, 2016; (b) an
injunction prohibiting Linares from working for C&D during the one (1) year following his
January 19, 2017 termination of employment with Sun Products, pursuant to the terms of his
written employment agreement; (c) an injunction prohibiting Linares from disclosing Plaintiffs
confidential information and trade secrets and requiring Linares to return all company property;
(d) damages for Linaress and C&Ds wrongful conduct; and (e) the attorneys fees and costs
that Plaintiffs have incurred in prosecuting this action.
THE PARTIES
6.
Sun Products is a Delaware corporation with its principal place of business
located at 60 Danbury Road, Wilton, CT 06897.

7.
HCGI is a Delaware corporation with its principal place of business located at
7201 E. Henkel Way, Scottsdale, AZ 85255.

8.
Sun Products is a wholly owned subsidiary of HCGI (HCGI, together with its
affiliates, are hereinafter referred to as Henkel). Sun Products manufactures laundry and home
care consumer products for national brands such as all, Snuggle, and Wisk.
Henkel
manufactures consumer products in three operating business units, including (a) laundry and
home care, (b) beauty care, and (c) adhesive technologies.
9.
Upon information and belief, Linares is a citizen of Connecticut who resides at 15
Westport Lane, Westport, CT 06880.

10.
C&D is a Delaware corporation with its principal place of business located at 500
Charles Ewing Boulevard, Ewing, NJ 08628.
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JURISDICTION AND VENUE

11.
This Court has subject matter jurisdiction of this action under 28 U.S.C. 1331,
in that it is a civil action involving a federal question. This Court also has supplemental
jurisdiction over the state law claims asserted herein, as they arise from the same nucleus of
operative facts as the federal claim alleged herein pursuant to 28 U.S.C. 1367.
12.
Venue is proper in this judicial district because: (a) Linares explicitly agreed that
any dispute or claim arising out of or resulting from his employment agreement with Sun
Products would be subject to the exclusive jurisdiction and venue of the state or federal courts
located in Connecticut, and (b) a substantial part of the events out of which Plaintiffs claims
arise occurred in this district.
13.
C&D has also explicitly consented that jurisdiction and venue are proper
concerning Plaintiffs claims arising out of the Confidentiality Agreement.1

FACTUAL BACKGROUND
Linaress Employment With Sun Products
14.
Linares first began working for Sun Products in December 2012 as Chief
Technology Officer with responsibility for research, development, quality, and engineering. As
a condition of his employment with Sun Products, Linares executed a Proprietary and
Because the Confidentiality Agreement contains a New York choice-of-venue provision, Sun
Products original Complaint in this action did not assert a breach of contract claim based on the
Confidentiality Agreement. Instead, Sun Products asserted its claims based on the
Confidentiality Agreement in a separately filed action in the Supreme Court of New York (the
New York Action). Upon receipt of this case and the New York Action, however, C&Ds
counsel requested that Plaintiffs dismiss the New York Action and, instead, bring the claims
asserted in that action in this case, consenting to jurisdiction and venue. Sun Products agreed
and Plaintiffs have now amended their original Complaint to also include the claims against
C&D from the New York Action.
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Confidential Information, Developments, Non-Competition and Non-Solicitation Agreement (the

Non-Compete). A true and accurate copy of the Non-Compete is attached hereto as Exhibit A.
15.
By executing the Non-Compete, Linares specifically agreed, in the introductory
paragraphs of the Non-Compete, that there was valuable consideration for the Non-Compete in
the form of his continued employment and his continued access to and receipt of Sun Products
confidential information.
16.
Paragraph 2(a) of the Non-Compete defines Sun Products Proprietary
Information as including, but not limited to, the following information:

[A]ll information and know-how, whether or not in writing, of a private,
secret or confidential nature concerning [Sun Products] business or
financial affairs . . . including . . . systems, software and codes, or systems,
software and codes in the course of development, customer and prospect
lists, contacts at or knowledge of customers or prospective customers,
customer accounts and other customer financial information, price lists
and all other pricing, marketing and sales information relating to [Sun
Products] or any customer or supplier of [Sun Products], databases,
modules, products, processes, formulas, chemical compounds, methods,
techniques, operations, projects, developments, plans, research data,
financial data and personnel data, and any trade secrets of [Sun Products].
17.
Paragraph 2(a) of the Non-Compete prohibits disclosure or misuse of Sun
Products confidential information and provides:

[Linares] further agrees that he will not disclose any Proprietary
Information to others outside [Sun Products] or use the same for any
unauthorized purposes without approval by an officer of [Sun Products],
either during or at any time after employment, unless and until such
Proprietary Information has become public knowledge without fault by
[Linares].
18.
Paragraph 4 of the Non-Compete restricts the degree to which Linares would be
free to compete with Sun Products in the event that his employment with Sun Products was
terminated. Specifically, Paragraph 4(a) of the Non-Compete provides that for a period of
twelve (12) months after the termination of his employment for any reason, Linares will not
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Engage in any business or enterprise . . . that competes with any aspect of

[Sun Products] business in which [Linares] was involved with during
[Linaress] employment with [Sun Products], or engage in work . . . for a
competitor of [Sun Products] that is similar to the work [Linares]
performed on behalf of [Sun Products] while [Linares] was employed by
[Sun Products].
19.
The geographic scope of the Paragraph 4(d) extends to:
(i) anywhere [Sun Products] or any of its subsidiaries is doing business,

has done business or had plans to do business during [Linaress]
employment with [Sun Products], or (ii) the geographic territory, area(s)
and customer(s) in which [Linares] performed his duties for [Sun
Products] during his employment with [Sun Products], whichever area is
smaller.
20.
Paragraph 4(e) of the Non-Compete further states that if any restriction set forth
in Paragraph 4 is found to be unenforceable because it extends for too long a period of time or
over too great a range of activities or in too broad a geographic area, it shall be interpreted to
extend only over the maximum period of time, range of activities or geographic area as to which
it may be enforceable.
21.
Linares acknowledged in Paragraph 4(f) that the restrictions set forth in the Non-
Compete are necessary to protect Sun Products confidential information and trade secrets and
that any breach or threatened breach of this Agreement will cause [Sun Products] substantial
and irrevocable damage and entitle Sun Products to specific performance and injunctive relief.
22.
Paragraph 8(e) of the Non-Compete states that it shall be binding and inure to the
benefit of both parties and their respective successors and assigns, including any corporation or
entity to which or into which [Sun Products] may be merged or which may succeed to all or
substantially all of its assets or business[.]
23.
Paragraph 8(f) provides that the Non-Compete shall be governed by Delaware law
and that any legal proceeding commenced to resolve any matter arising under the Non-Compete
shall be commenced in a court of the State of Connecticut.
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24.
Linares acknowledged that he had carefully read the Non-Compete, understood its
terms, and agreed to all of the provisions therein.

Linaress High-Level Roles and Responsibilities
25.
A couple of years after commencing his employment with Sun Products, Linares
also assumed responsibility for Regulatory and Brand Project Management. Linares reported
directly to Sun Products CEO and had several individuals reporting directly to him, including:
(a) Vice President, Product Development; (b) Vice President, Research, Development, &
Engineering (RD&E) Commercialization; (c) Director, Regulatory Affairs; and (d) Director,
RD&E Platform Development.
26.
In this position, Linares had an in-depth knowledge of, among other things, Sun
Products new product development and innovation pipeline. Indeed, Linares probably knew
more about Sun Products new product pipeline than any other employee in the company since
he also led the Front End Innovation team, which was conducting exploratory research into
new products that were not even presented to the marketing team yet.
Linares was also
intimately involved with Sun Products marketing and strategies for servicing Sun Products
retailer brand line of business. He was fully aware of any risks in the current and future (2017)
planned marketing claims -- risks that could be leveraged by a competitor in an attempt to
prevent the marketing of certain Sun Products products.
27.
At or near the time he began his employment with Sun Products, Linares also
executed a letter agreement regarding separation pay and benefits (the Letter Agreement). The
Letter Agreement sets forth several conditions, which if met, entitle Linares to: (a) any accrued,
but unpaid, salary; (b) any accrued, but unpaid, annual bonus; and (c) 52-weeks of his current
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base salary (collectively, the Post-Employment Benefits).
One such condition is his
compliance with the restrictive covenants contained in the Non-Compete.

28.
As a condition to his employment, Linares also agreed to abide by the terms and
conditions set forth in (1) Sun Products Code of Conduct (the Code of Conduct) and (2) Sun
Products Acceptable Usage Policy: Email, Internet, Voicemail & Personal Computing Devices.
In fact, in early 2016, Linares certified his understanding of the Code of Conduct.
29.
The Code of Conduct provides at section 5 that the employee will have access to
and become knowledgeable about sensitive, confidential and proprietary information. You will
also have access to confidential information from those with whom we do business. We are all
responsible for protecting the confidentiality of all such information.
30.
The Code of Conduct further provides at section 5 that employees are
responsible and accountable for the integrity and protection of all confidential or proprietary
information of the Company or of any third party associated with the Company, including but
not limited to, business and strategic plans, pricing information, logistical data, marketing data,
non-public financial information about the Company, customer lists, new product launch plans,
product formulations and other confidential Intellectual Property, e-mail and voicemail. You are
expected to take steps to protect such information that has been entrusted to you. (emphasis
added).
31.
Additionally, the Code of Conduct states at section 5: Your responsibility to
keep such Company information confidential continues after you discontinue your employment
with the Company, pursuant to the agreement you signed upon accepting employment.
32.
Section 5 of the Code of Conduct also provides:
If you have received
confidential or proprietary information from those with whom we do business, you must protect
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the confidentiality of any such information in accordance with any written agreement which may
apply to such information, or if none exists, in accordance with the protection given to our own
information.
33.
In or about May 2016, Linares moved his familys home from New Jersey to
Connecticut, for which Sun Products reimbursed him approximately $200,000 in moving
expenses.
C&Ds Failed Bid to Acquire Sun Products
34.
In April 2016, C&D initiated contact with Sun Products majority owner, Vestar
Capital Partners, expressing interest in acquiring Sun Products and requesting a meeting with
Sun Products executives to discuss a potential transaction.
35.
Because C&D is a direct and significant competitor, before Sun Products would
share any information about its business with C&D, and as an express condition of sharing
confidential information, Sun Products required that C&D enter into a Confidentiality
Agreement. Pursuant to the Confidentiality Agreement, Sun Products agreed to provide C&D
with access to confidential information about its employees and business in connection with the
acquisition. The Confidentiality Agreement required C&D to use Sun Products confidential
information solely for evaluating and negotiating a possible acquisition, and prohibited C&D
from disclosing any of the information. The Confidentiality Agreement, which states it is
governed by New York law, was executed by C&Ds CEO, Matt Farrell (Farrell). A copy of
the Confidentiality Agreement is attached hereto as Exhibit B.
36.
The Confidentiality Agreement states, in relevant part, that [a]s a condition to
such information being furnished to [C&D] . . . [C&D] agree[s] to treat any information, whether
oral, written, electronic or in any other form, concerning [Sun Products] . . . that has been or in
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the future is furnished to [C&D] . . . in accordance with the provisions of this Confidentiality
Agreement and to take or abstain from taking certain other actions as provided in this
Confidentiality Agreement[.]
37.
The Confidentiality Agreement also requires C&D to use Sun Products
confidential information solely for the purpose of evaluating, negotiating, financing and
consummating a possible Transaction, and that [C&D] will not disclose any of the [confidential
information] to any person.
38.
The Confidentiality Agreement explicitly prohibits C&D, for a period of two (2)
years from the date of the agreements execution, from directly or indirectly either soliciting to
employ or actually employing any employee of Sun Products who was specifically identified by
Sun Products to C&D in connection with C&Ds evaluation of the possible transaction (the No
Solicit/No Hire Provision). As set forth below, Linares was one of just a handful of Sun
Products employees who was specifically identified by Sun Products to C&D in connection with
C&Ds evaluation of the possible transaction.
39.
By virtue of the No Solicit/No Hire Provision, Sun Products thus explicitly
bargained to protect itself from the loss of employees specifically highlighted during the parties
discussions regarding a potential acquisition. This provision was necessary to protect Sun
Products trade secrets and confidential information, particularly because C&D was a direct
competitor.
40.
C&D also explicitly acknowledged that Sun Products could suffer irreparable
injury and damage if C&D breached the No Solicit/No Hire Provision and further agreed that
money damages may not be a sufficient remedy for any breach of the Confidentiality Agreement.
As a result, C&D agreed that Sun Products would be entitled to seek an injunction, without the
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posting of any bond and without proof of actual damages, to prevent breaches or threatened
breaches of the Confidentiality Agreement.
41.
On April 26, 2016, Sun Products CEO presented details of Sun Products
business (via a 60+ page PowerPoint presentation) to Farrell, C&Ds CEO, as well as Brian
Buchert, C&Ds head of mergers and acquisitions, in connection with C&Ds potential
acquisition of Sun Products (the Acquisition Meeting).
42.
During the Acquisition Meeting, Sun Products showcased, among other things, its
seven-person Executive Leadership Team (including discussing detailed biographical

information of each, written copies of which were provided in the data room available to C&D),
which consisted of Sun Products CEO and the six individuals who reported directly to him. Sun
Products CEO described their backgrounds and how each was a seasoned industry veteran with
over 25 years of professional experience. One of these individuals was Linares, whom the CEO
spent considerable time highlighting and discussing, including how he was a great fit for Sun
Products when it hired him in 2012, given his background at Procter & Gamble, Johnson &
Johnson, and as Chief Technology Officer of Alberto Culver, a hair and skin beauty care
products manufacturer which was sold to Unilever in 2010. Sun Products also explained to C&D
that prior to hiring Linares, it did not have an R&D leader capable of driving the kind of
innovation that Sun Products needed and ultimately achieved under Linaress oversight. Given
the importance of innovation in fast-moving consumer goods, Sun Products CEO commented
that Linares was an especially critical hire in 2012.
43.
At the Acquisition Meeting, Sun Products CEO also explained to C&D how
Linares was a highly sought-after R&D leader and, as an example, told C&Ds CEO about how
Unilever had tried to hire Linares after it bought Alberto Culver, but Linares turned them down.
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44.
During the Acquisition Meeting, Sun Products CEO also detailed to C&D the
fundamental role that Linares played at Sun Products, including his role in leading Sun Products
Upstream Innovation team, which conducts exploratory research into new products not even
presented to Sun Products marketing team yet.
In fact, Sun Products CEO specifically
emphasized the incredible value of Sun Products State of the Art R&D/Innovation Center, of
which Linares was an important leader and driver, specifically recruited to build this Innovation
capability at Sun Products.
45.
C&D was ultimately unsuccessful in acquiring Sun Products, but nonetheless
derived substantial benefit from the parties Confidentiality Agreement. Specifically, C&D
walked away from the Acquisition Meeting knowing a great deal more about Linares and the
critical role he played for the company, as well as Sun Products trade secrets and confidential
information, subject to the Confidentiality Agreement.
HCGI Acquires Sun Products and Linares is Given an Executive Role at Henkel
46.
On or about September 1, 2016, Sun Products was acquired by HCGI. Given his
senior rank at Sun Products, Linares received an equity payout of approximately $2.5 million as
a result of the transaction.
47.
On or about October 17, 2016, Linares was offered the new role of Senior Vice
President of Research & Development and Regulatory Affairs for the Henkel Consumer
Business Unit of Laundry and Homecare North America. Linares accepted this position and
worked out of Sun Products offices in both Trumbull and Wilton, Connecticut. Linaress annual
salary in this role was $415,000.00, with a bonus target equal to 75% of annual salary.
48.
In this management role, Linares oversaw a team of approximately 140 people
and received direct reports from: (a) Vice President, Product Development; (b) Vice President,
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RD&E Commercialization; (c) Director, Regulatory Affairs; and (d) Director, RD&E Platform
Development. Linares continued to report directly to Sun Products CEO.
49.
Starting October 17, 2016, Linares had a wide range of responsibilities in his role
as Senior Vice President of Research & Development and Regulatory Affairs for the Henkel
Consumer Business Unit of Laundry and Homecare North America, including, but not limited to:
(i)
Integrating Henkel R&D and Sun Products R&D into one Laundry and
Homecare R&D team in North America;
(ii)
Leading all of innovation, product and packaging development, and regulatory

affairs for Laundry and Homecare North America;
(iii) Developing a portfolio of projects for Laundry and Homecare North America to
favorably impact the businesses, with consideration for market/consumer needs,
engineering capabilities, and overall cost and timing to deliver while ensuring
compliance with all of the regulations and laws pertaining to the business;
(iv) Managing and directing the preparation of Laundry and Homecare North
Americas Research & Development, Quality and Regulatory Affairs budgets,
including
personnel
costs,
capital
expenditures,
cost
parameters
for
manufacturing of products according to specifications, and other related

resources;
(v)
Determining the best practice approaches to apply in Laundry and Homecare

North Americas new product development, both in sourcing ideas and in
engineering/development;
(vi) Ensuring that product quality, performance, and claims are equivalent to or
better than the market leaders in each of the brand categories;
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(vii) Developing marketing strategies and developing strategies for addressing risks
associated with marketing claims; and
(viii) Developing strategies for servicing retailer brands.
50.
Effective January 1, 2017, Linares was to begin reporting directly to Henkels
Senior Vice President of Global R&D for Laundry and Homecare.

Linares is Provided Access to Plaintiffs Confidential Information
51.
In order to fulfill his executive-level responsibilities, Sun Products, and
subsequently Henkel, provided Linares access to its confidential information and trade secrets
regarding its strategic plans for their laundry and homecare businesses over the next four years,
as well as their innovation pipeline. This confidential information and trade secrets includes, but
is not limited to:
(i)
Product design, innovation, and development;
(ii)
Product qualities and attributes;
(iii)
Marketing strategy;
(iv)
Retail strategy;
(v)
Product technology and engineering;
(vi)
Packaging development;
(vii)
Quality assurance;
(viii) Regulatory affairs;
52.
(ix)
Costs, budgeting, capital expenditures, and cost parameters for

manufacturing of products; and
(x)
Best practices (collectively, Plaintiffs Confidential Information).
Plaintiffs utilize numerous steps to safeguard and protect the proprietary and
confidential nature of this information. For example, Sun Products: (a) password protects all
computer systems and hard copies are kept under lock and key; (b) employees who have access
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to this information are required to execute non-disclosure agreements; (c) employees are required
to annually re-certify their understanding and compliance with the Code of Conduct; (d) an elearning program was deployed in the last four years addressing the importance and safe keeping
trade secrets and confidential information; and (e) a Protecting You, Protecting Sun series of
learning opportunities (e-learning, communications, signage through the building, etc.) was
developed in collaboration between HR, Corporate Security, and IT and deployed over the last
several years to reinforce behavior.
53.
In addition, at Henkel: (a) new employees are required to sign a Non-Disclosure
Agreement, and depending on their role and management level, are also required to sign a NonSolicitation Agreement or a Non-Competition and Non-Solicitation Agreement; (b) the Henkel
Corporation Employee Handbook contains a section on confidentiality and all employees are
required to sign an acknowledgement that they have reviewed the contents of the handbook; (c)
employees are required to re-certify their understanding and compliance with the Code of
Conduct annually; (d) all systems are password protected and maintained on a secure server; (e)
employees are reminded of their confidentiality obligations when they leave the organization;
and (f) employees participate in special training programs regarding safeguarding confidential
information.
C&D Breaches the Confidentiality Agreement by Soliciting Linares Behind the Scenes
While Linares is Being Provided Access to Plaintiffs Most Confidential Information
54.
After Linares announced his intended departure from Sun Products to join
C&D, Plaintiffs conducted a forensic review of Linaress company electronic devices that he
was willing to provide them. As detailed below, information contained in those devices
unequivocally establishes that C&D began soliciting Linares for a job at C&D as early as July
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2016, during which time Linares continued to learn more and more about Plaintiffs
confidential information and trade secrets.
55.
For example, text messages recovered from Linaress company iPad reveal that
on July 28, 2016, Linares met with Paul Siracusa, C&Ds Executive Vice President of Global
R&D, months in advance of his unexpected announcement that he intended to leave Sun
Products to go to work for C&D.
56.
By the end of September, Linares knew he wanted to join C&D, as evidenced
by the recently discovered fact that on September 30, 2016, Linares had a meeting with
C&Ds executive team. After the meeting, Linares sent a text message to Siracusa, stating
that he enjoyed meeting the exec team very much and appreciated [C&Ds CEO] Matt
[Farrells] mission to build a team for the next ten years. I am confident that skill set and fit
wise, I would be able to transition to Church & Dwight well and build on your R&D
successes. Plaintiffs forensic examination has revealed that Linares accessed confidential
company files the day before the September 30, 2016 meeting with C&D executives.
57.
Despite knowing he was likely leaving Sun Products to join C&D, in October
2016, Linares went to Germany to meet with Henkels global head of R&D for its laundry
division, where Linares was given first hand access to the pipeline of Henkels innovation work
(through 2020), given an in-depth presentation into how Henkel develops and implements new
products in the market, and toured Henkels labs, plant, and the Global Experience Center.
Linares was also involved in extensive discussions regarding Henkels innovation plans, all of
which constitutes highly confidential information and closely guarded trade secrets. At no point
prior to or during this trip did Linares indicate to anyone at Henkel or Sun Products that he was
in active negotiations to join a direct competitor.
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58.
During September 2016, while Linares was pursuing a job with C&D, Linares
was also simultaneously negotiating his employment offer with Henkel after the acquisition of
Sun Products. Specifically, as part of his new benefits package, Linares convinced Henkel to
agree to pay him a full years severance in the event he resigned and gave Henkel 45 days
notice, subject to his compliance with the restrictive covenants contained in the Non-Compete.
As a result, Linares will be paid in excess of $400,000 if he simply complies with his contractual
obligations.
59.
Linaress negotiations were not done in good faith, as he was clearly intending to
resign almost immediately to go work for a competitor and he duped Henkel into agreeing to pay
him his full salary for a year after his resignation, which occurred just a few months later.
60.
On October 17, 2016, Linares visited C&Ds offices. After the visit, Linares
communicated with Siracusa via text message and stated that it [l]ooks like formal offer coming
soon.
61.
That same day, Linares received a letter from Henkel confirming his continued
employment after the acquisition of Sun Products and offering him the role of Senior Vice
President, R&D Laundry & Homecare North America.
62.
The letter further stated that During your continued employment . . . Henkel
agrees that Good Reason exists (as defined in your Letter Agreement), and the terms of your
Letter Agreement will continue to apply.
In the event that you decide to resign prior to
September 30, 2017, Henkel agrees to honor the terms of your Letter Agreement if you provide
Henkel with at least forty-five (45) days notice prior to your resignation.
63.
Two days later, Linares began exchanging text messages with Matt.
On
information and belief, Matt is C&Ds CEO, Matt Farrell. Throughout October 2016, Linares
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exchanged text messages with Siracusa and Farrell regarding Linaress potential job offer from
C&D. Again, at no time during October 2016 did Linares indicate to anyone at Henkel or Sun
Products that he was in active negotiations to join a direct competitor. Instead, he continued to
be exposed to more and more of Plaintiffs confidential business plans and methodologies.
64.
On information and belief, on November 2, 2016, Farrell sent a text message to
Linares, stating Keeping you in the loop . . . . I sent an email to your 3 references this evening.
Hope to catch up with them over the next few days.
65.
On November 8, 2016, Farrell sent a text message to Linares, stating that [t]he
letter is coming today. I would like Rene to follow up with you at noon re the letter On
information and belief, the letter referred to in the text message was C&Ds employment offer
letter to Linares. Farrell also asked to schedule a call between himself and Linares later that day.
Linares responded that 4pm should work. Ive got a 3pm with new Henkel NA boss. Will call
you if I run late.
66.
The next week, Linares sent a text message to Farrell, asking do you have time
to do a touch base early this evening? Ive got meetings with Germany in the morning and Exec
meeting this afternoon.
67.
A few days later, on November 17, 2016, Linares and Farrell had a face-to-face
meeting in New York City, shortly after accessing Plaintiffs confidential files.
68.
On November 18, 2016, Linares exchanged text messages with Siracusa regarding
Linaress negotiations with C&D. Siracusa asked Lineras Are u close? Again I would reinforce
timing - get here earlier if you can.... Not sure where the gap is. Linares stated that he was
[g]etting there. Know we talked timing. Is it mostly a C&D need or is [just] concern on noncompete.
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69.
During the week of November 21, 2016, Linares attended Henkels Strategy
2020+ Summit in Berlin, Germany (the Strategy Summit). Attendees were limited to the top
175 managers of Henkel (just .0035% of the entire company). At the Strategy Summit, Henkel
discussed with these top executives its highly confidential 4-year business plan and strategy for
each of its three divisions: (a) Adhesives, (b) Beauty, and (c) Laundry/Homecare, including, but
not limited to, Henkels forthcoming confidential media strategies.
These presentations
contained highly confidential information and closely guarded trade secrets. At no time prior to
or during the Strategy Summit did Linares indicate to anyone at Henkel or Sun Products that he
was in active negotiations to join a direct competitor.
70.
At the Strategy Summit, Linares also attended the Laundry and Homecare
strategy meeting on the morning of November 22, 2016. This session was held for management
employees dedicated to Laundry and Homecare. The purpose of this meeting was to conduct a
deeper dive on the Laundry and Homecares 2020 and beyond strategy.
71.
On November 25, 2016, Siracusa sent a text message to Linares, stating that
head of Ops/Supply also announced retirement after 42 years - probably adding to pressure to
fill my role before they start that one - end June for him
72.
In late November 2016, Linares communicated with Farrell regarding the final
details of his job offer.

73.
On December 1, 2016, Linares sent a text message to Farrell, stating that his
lawyer was working on the resignation letter draft.

74.
On December 4, 2016, Linares accessed key confidential files related to the
Plaintiffs business on his work computer.
-19-
Linares Resigns and Announces he will Work for C&D

75.
On December 5, 2016, after months and months of discussions with C&D, and in
in apparent coordination with C&Ds leadership, Linares handed a letter of resignation to Sun
Products CEO. The letter stated that Linares was resigning effective January 19, 2017, after
which he will begin working at C&D, as its E[xecutive] V[ice] P[resident], Global R&D.
76.
The letter further stated that Linares had fully disclosed to C&D his obligations
under the Non-Compete and that he intended to honor his obligations by not engaging in any
business activity at C&D that competes with any aspect of [Sun Products and HCGIs] business
in which I was involved during my employment with [Sun Products and HCGIs] for a period of
twelve (12) months following my separation from [Sun Products and HCGI]. The letter
completely ignores the fact, however, that the Non-Compete prohibits Linares from working for
a direct competitor during the first twelve (12) months following his separation.
77.
The letter also purports to set forth the terms of an agreement between Linares
and C&D whereby the scope of Linaress responsibilities at C&D will exclude product
categories that are competitive with product categories that Linares worked on while employed
by HCGI/Sun Products.
78.
Farrell exchanged texts with Linares on December 5th exclaiming, WOW !!
Congratulations !! . . . Can I ring you early tomorrow morning to hear how it went ? Looking
fwd to your years of contributions. Linares responded, Thanks. I'm looking forward to moving
to that next phase and getting started. Tomorrow should be good. Maybe 9?
79.
Despite his resignation, Linares remains in Sun Products employ on
administrative leave until January 19, 2017, yet, on information and belief, continues to
communicate directly with C&Ds CEO and others in C&Ds leadership team. Remarkably,
-20-
Linares continued to access key confidential files related to the Plaintiffs business on his work
computer following his resignation.
80.
On December 12, 2016, Sun Products Senior Vice President of Human
Resources conducted an exit interview with Linares.

81.
During the exit interview, Linares gave very short, curt answers. He also refused
to sign an acknowledgement that he would not join a direct competitor during the first twelve
(12) months following his separation, as required by Paragraph 4(a) of the Non-Compete. He
did, however, make several statements, including:
(i)
He acknowledged that C&D had competing lines of business with Sun

Products and Henkel;
(ii)
He stated that he had not been looking for a new job when the C&D job
opportunity came along;
(iii)
He stated that he would report directly to Farrell, C&Ds CEO, and would
head research and development for all of C&Ds divisions, except for
Laundry, for the first twelve months;
(iv)
When asked how he could perform this executive role at C&D without
disclosing Sun Products or Henkels confidential information and trade
secrets, Linares stated that he was not really sure, but you just dont use the
information;
(v)
Linares stated that he did not have any thumb drives or USB devices in his
possession containing any of Sun Products or Henkels property or
information (which, as detailed below, proved to be untrue);
-21-
(vi)
Besides an iPad, which was allegedly at his home, he stated he did not have
any of Sun Products or Henkels property in his possession (which, as
detailed below, also proved to be untrue); and
(vii)
Linares admitted that he had participated in several interviews with C&Ds

CEO and other senior leadership leading up this resignation.
82.
On December 17, 2016, Plaintiffs counsel sent letters to Linares and C&D
informing them, among other things, that Linaress employment with C&D during the one year
non-compete period would constitute a unequivocal breach of the agreed upon terms in the NonCompete and, as such, Plaintiffs would not agree to allow Linares to commence employment
with C&D (the Demand Letters). True and correct copies of the Demand Letters are attached
hereto as Exhibit C. The Demand Letters also asked Linares to confirm by Friday, December 23,
2016, that he would not join C&D. Linares refused to do so.
83.
The Demand Letters also requested that Linares return all company property.
Subsequently, Linares returned some additional company property, including confidential files,
despite his representation in his exit interview that he had returned all company property.
84.
On January 5, 2017, Plaintiffs counsel sent another letter to Defendants counsel
(the Final Demand Letter), informing them that Plaintiffs had filed suit against Linares and
C&D in both Connecticut and New York. A true and correct copy of the Final Demand Letter is
attached hereto as Exhibit D. The Final Demand Letter explains, among other things, that
Plaintiffs were forced to file the lawsuits because Defendants had steadfastly stated that Linares
would begin employment with C&D, effective January 20, 2017, in direct violation of both the
Non-Compete and Confidentiality Agreement.
-22-
85.
The Final Demand Letter also gave C&D until January 6, 2017 to confirm that it
would not employ Linares. If C&D failed to do so, the Final Demand Letter states that Sun
Products would have no choice but to seek immediate injunctive relief. January 6, 2017 came
and went with C&D still refusing to provide the requested confirmation.
86.
The Final Demand Letter also made another request for the return of Plaintiffs
property, but to date, no additional property has been returned.

87.
Plaintiffs have unsuccessfully attempted to reach a resolution with C&D on this
matter, and on information and belief, C&D still plans to employ Linares as their global head of
R&D, effective January 20, 2017.
Forensic Review of Linaress Electronic Devices Reveals Additional Wrongdoing
88.
After Linares announced that he would be departing effective January 19, 2017,
Plaintiffs retained a third-party vendor to forensically review the electronic devices issued to
Linares as part of his employment.
89.
The vendor created a copy of Linaress work computers hard drive, created logs
of Linaress internet history during October through December of 2016, created logs of USB
devices that had been inserted into Linaress computer, created a log of Linaress Google Mail
(aka Gmail) activity, and created a log of recent file activity.
90.
That forensic review is still ongoing, but to date, has revealed several facts,
including:
(i)
On December 5, 2016, the same day that Linares announced his

resignation, several USB devices were inserted into his computer. These
included: (1) USB Device (Serial No. 100804520341b1); (2) SMI USB
DISK USB Device (Serial No. aa04012700007536); and (3) HP v125w
-23-
USB Device (Serial No. jv5yzg3jra3n6xd9) (collectively, the USB

Devices). None of the USB Devices were left in Linares office and none
have been returned, despite Plaintiffs requests. Linares inserted several
USB devices into his work computer in 2016, on information and belief,
containing confidential company files that he has not accounted for.
(ii)
Linares used his Gmail account to communicate with individuals at C&D

prior to and during the time period that he attended Henkels Strategy
Summit where he was exposed to Henkels confidential trade secrets;
(iii)
On the day before Linares resigned, Linares opened three of Plaintiffs

confidential files on his computer: Innovation Strategy Deck 1pptx.pptx,
Innovation Strategy Deck.pdf and RD_v2 (002).pptx; and
(iv)
Linares accessed Plaintiffs confidential files immediately before and after

announcing his resignation.
91.
Based on a forensic review of Linaress computer, Linares had highly confidential
information and/or trade secret information on several USB devices that have not been returned
to Sun Products, including, but not limited to, documents with the following file names:
(i)
AdamInnovation slides 09-18-15v2.pptx (it appears that this refers to

Adam Warren, who is in charge of Henkels Front End Innovation, so
its content would be highly confidential as it would likely cover future
innovation, products, and/or technology);
(ii)
Henkel R and D Strategy Review 2013.pdf; and
(iii)
Jeff Ansell 2017-2018.docx (until January 1, 2017, Jeff Ansell was Sun
Products CEO, who had monthly meetings with Linares about R&D,
-24-
which Linares coordinated.
Since this title mentions 2017-2018 it
suggests the file covers plans for something happening in the future, which
would be highly confidential).
Linares Cannot Work for C&D Without Disclosing Plaintiffs Trade Secrets
92.
In his proposed role as head of global R&D at C&D, Linares will inevitably use
and disclose Plaintiffs trade secrets and confidential information. Indeed, by his comments and
actions to date, Linares has demonstrated an intent to misappropriate Sun Products and/or
Henkels trade secrets and/or confidential information.
93.
Linares had access to all of Sun Products confidential information and trade
secrets related to Sun Products new product pipeline. Beyond that, he was also intimately
involved with Sun Products confidential marketing strategies and strategies for servicing
retailers private label brands.
94.
In addition, Linares was exposed to the most critical strategies associated with
Henkels broader product offerings, beyond laundry products. As head of global R&D at C&D,
he would be immediately tasked with competing against those very products and strategies, mere
weeks after learning about Plaintiffs Confidential Information.
95.
Additionally, through this employment with Sun Products, Linares was exposed
to highly confidential information regarding Sun Products products and strategies for its private
label (referred to internally at Sun Products as retailer brands) business.
96.
On information and belief, C&D has or is preparing to move into the private label
space for laundry products, and accordingly, Linaress knowledge of Sun Products confidential
information related to Sun Products private label products and strategies, and the private label
business generally, threatens Plaintiffs legitimate business interests.
-25-
97.
In his proposed role as head of global R&D at C&D, Linares will inevitably
disclose and threatens to misappropriate Sun Products and Henkels trade secrets and
confidential information.
98.
Given his duties and responsibilities at Sun Products, as well as the voluminous
confidential information and trade secrets he was exposed to, it would be impossible for Linares
to work for C&D in virtually any capacity, but particularly as its head of R&D, without using
Plaintiffs Confidential Information to guide and direct his business decisions on how to best
compete against his former employer.
99.
Plaintiffs would be irreparably harmed if Plaintiffs Confidential Information
were revealed to C&D or any other of Plaintiffs competitors.

COUNT I
Misappropriation of Trade Secrets under the Defend Trade Secrets Act
100.
Plaintiffs repeat and reallege each and every allegation contained in Paragraphs 1
through 99 of the First Amended Complaint as if fully set forth herein.

101.
The Defend Trade Secrets Act (DTSA) defines trade secret to include all
forms and types of financial, business or economic information, including patterns, plans,
compilations, methods, techniques, processes, procedures or programs, if (A) the owner thereof
has taken reasonable measures to keep such information secret; and (B) the information derives
independent economic value, actual or potential, from not being generally known to, and not
being readily ascertainable through proper means by, the public. See 18 U.S.C. 1836, 1839.
102.
Linares acquired Plaintiffs trade secrets by improper means and without
authorization. In particular, Linares obtained trade secrets from Plaintiffs through, inter alia, his
meetings in Germany while he was simultaneously negotiating his anticipated employment with
-26-
C&D and meeting and regularly communicating with C&D executives, and has accessed and
retained Plaintiffs confidential information and trade secrets even after his resignation, despite
lying during his exit interview about his continued possession of the same. Upon information
and belief, Plaintiffs ongoing forensic review has already identified no less than three
confidential files that Linares has not returned, despite repeated requests to do so.
103.
Upon information and belief, Linares has also disclosed Plaintiffs trade secrets
to C&D in violation of his obligations under the Non-Compete and/or threatened to

misappropriate Plaintiffs trade secrets in violation of the DTSA. Plaintiffs forensic review is
still ongoing, but has already revealed that:
(i)
On December 5, 2016, the same day that Linares announced his

resignation, Linares inserted at least three USB devices into his computer,
none of which have been returned;
(ii)
Linares inserted several USB devices into his work computer in 2016, on
information and belief, containing confidential company files that he has
not accounted for;
(iii)
Linares used his Gmail account to communicate with individuals at C&D

prior to and during the time period that he attended Henkels Strategy
Summit where he was exposed to Henkels confidential trade secrets;
(iv)
On the day before Linares resigned, Linares opened three of Plaintiffs

confidential files on his computer; and
(v)
Linares accessed Plaintiffs confidential files immediately before and after

announcing his resignation.
-27-
104.
The information that Linares has, upon information and belief, provided to C&D
or threatens to provide to C&D regarding Plaintiffs strategic plans related to its products
constitutes a trade secret within the meaning of the DTSA.
Such information derives
independent economic value from not being generally known to, or readily ascertainable by
proper means by, the public; other persons can obtain economic value from its disclosure or use;
and it is the subject of significant efforts to maintain its secrecy.
105.
As detailed above, Plaintiffs take reasonable and appropriate measures to protect
the confidentiality of the above-described trade secrets.

106.
Linares knew or should have known that Plaintiffs trade secrets (a) are
confidential; (b) were acquired under circumstances giving rise to a duty to maintain their
secrecy or limit their use; (c) were developed or acquired by Plaintiffs at great expense and
effort; (d) are maintained as confidential and are not generally available to the public or
Plaintiffs competitors; (e) would provide significant benefit to a competitor seeking to compete
with Plaintiffs; and (f) are critical to Plaintiffs ability to conduct their businesses successfully.
107.
As detailed above, Linares transferred and/or wrongfully obtained and accessed
Plaintiffs trade secrets and lied to Plaintiffs about having returned all of the information, when
in fact, he had not done so.
108.
As detailed above, Linares actively continued gathering Plaintiffs trade secrets
even while he was in the process of obtaining employment with C&D and meeting with C&Ds
CEO. In fact, even after receiving an offer of employment from C&D in November 2016,
Linares nevertheless proceed to go to Germany for the purpose of getting more of Plaintiffs
trade secrets. He even accessed Plaintiffs trade secrets right before and after providing his
notice of resignation. Linares then had an abrupt exit interview, where he lied about returning all
-28-
company property and refused to sign a certification that he would not violate his Non-Compete
Agreement. The only purpose for Linares to obtain and retain Plaintiffs trade secrets is to use
them to compete against Plaintiffs on behalf of C&D.
109.
By disclosing and/or threatening to disclose Plaintiffs trade secrets to C&D
without Plaintiffs consent, Linares has misappropriated or threatens to misappropriate Plaintiffs

trade secrets in violation of the DTSA, which allows injunctive relief for actual or threatened
misappropriation of trade secrets.
110.
The information that Linares has misappropriated or threatens to misappropriate
describes and relates to Plaintiffs consumer products business, which involve products that are
sold in, utilized throughout, and/or travel through interstate commerce.
111.
Should Linares continue to disclose or threaten to disclose Plaintiffs trade
secrets, the disclosure of such information will harm Plaintiffs and their legitimate business
interests.
112.
If information pertaining to Plaintiffs marketing and product pipeline strategies is
divulged to C&D or other competitors of Plaintiffs, it could destroy Plaintiffs competitive

advantage.
113.
Because Linaress misconduct is ongoing and it poses a threat of significant
irreparable harm that cannot be compensated by money alone, Plaintiffs request that this Court
grant injunctive relief against Linares and C&D from actual or threatened disclosure or
utilization of Plaintiffs trade secrets, in addition to granting Plaintiffs their attorneys fees and
exemplary damages.
-29-
COUNT II
Breach of Contract Against Linares
114.
115.
Linares entered into the Non-Compete with Sun Products.
116.
The restrictive covenants contained in the Non-Compete remain in full force and
effect, and for good consideration, Linares remains obligated to comply with those restrictive
covenants.
117.
Sun Products has satisfied all of its obligations under the terms and conditions of
the Non-Compete.
118.
Linares has breached the Non-Compete by accepting employment with C&D, a
direct competitor of Plaintiffs, in a competitive position in violation of the express terms of his
Non-Compete.
119.
Linares has also breached the Non-Compete by retaining Plaintiffs property,
including their Confidential Information that Linares has not returned, as well as sharing
Confidential Information with C&D in violation of the Non-Compete.
120.
Linaress actions have damaged Sun Products legitimate business interests, and
have denied it the benefit of its bargain with respect to the Non-Compete.
121.
As a direct and proximate result of Linaress actions described above, Sun
Products has suffered monetary damages, has suffered substantial and irreparable injury, and is
threatened with further substantial and irreparable injury due to the loss and use by Linares of its
trade secrets, confidential information, and its goodwill, for which there is no adequate remedy at
-30-
law to compensate Sun Products. Such damages include without limitation Sun Products lost
profits.
122.
By reason of the foregoing, Sun Products requests the Court to grant preliminary
and permanent injunctive relief. Sun Products has no adequate remedy at law. Unless injunctive
relief is granted, Sun Products will be irreparably harmed in a manner not fully compensable by
money damages.
123.
In the alternative, by reason of the foregoing, Sun Products has been damaged in
an amount to be determined at trial.

COUNT III
Breach of Contract Against C&D
124.
125.
C&D entered into the Confidentiality Agreement with Sun Products on April 26,
126.
As consideration for the Confidentiality Agreement, Sun Products provided C&D
2016.
with access to its confidential information and trade secrets, by virtue of which C&D derived a
bona fide benefit.
127.
Given Sun Products business and customer base, the term and geographic scope
of the Confidentiality Agreement are reasonable.

128.
Additionally, the Confidentiality Agreement protects a legitimate business
interest; specifically, among other things, the Confidentiality Agreement -- and the No Solicit/No
Hire Provision contained therein, which prohibits C&D from soliciting or hiring Linares -protects Sun Products (and Henkels) trade secrets and confidential information from a direct
-31-
competitor, as well as its talent base, which were discussed during the acquisition discussions
between Sun Products and C&D.
129.
the Confidentiality Agreement.

130.
Sun Products repeatedly identified Linares to C&D as a key executive who
reported directly to Sun Products CEO and who had intimate knowledge of Sun Products new
product pipeline and other trade secrets.
131.
Just three months after executing the Confidentiality Agreement, C&D began
soliciting Linares, a fact that C&Ds CEO admitted to in a January 5, 2017 e-mail to Sun
Products. This solicitation constitutes a direct breach of the Confidentiality Agreement. C&D
further breached the Confidentiality Agreement by subsequently offering Linares employment
with C&D.
132.
C&Ds actions have damaged Sun Products legitimate business interests, and
have denied it the benefit of its bargain with respect to the Confidentiality Agreement.
133.
As a direct and proximate result of C&Ds actions described above, Sun Products
has suffered monetary damages, has suffered substantial and irreparable injury, and is threatened
with further substantial and irreparable injury due to the loss of a key executive and the threat of
misappropriation of its trade secrets, confidential information, and its goodwill, for which there
is no adequate remedy at law to compensate Sun Products.
134.
By reason of the foregoing, Sun Products requests the Court to grant preliminary
and permanent injunctive relief. Sun Products has no adequate remedy at law. Unless injunctive
relief is granted, Sun Products will be irreparably harmed in a manner not fully compensable by
money damages.
-32-
135.
In the alternative, by reason of the foregoing, Sun Products has been damaged in
an amount to be determined at trial.

COUNT IV
Declaratory Judgment
136.
137.
Linares entered into the Non-Compete with Sun Products on July 16, 2013.
138.
the Non-Compete.
139.
Paragraph 4(a) of the Non-Compete provides, in part, that for a period of twelve
(12) months after the termination of his employment for any reason, Linares will not: [e]ngage
in any business or enterprise . . . that competes with any aspect of [Sun Products] business in
which [Linares] was involved with during [Linaress] employment with [Sun Products], or
engage in work . . . for a competitor of [Sun Products] that is similar to the work [Linares]
performed on behalf of [Sun Products] while [Linares] was employed by [Sun Products] (the
Non-Compete Clause).
140.
The Non-Compete Clause is fully enforceable and prohibits Linares from working
at C&D in the twelve (12) months following his departure from Sun Products.
141.
Linares refuses to acknowledge or recognize the enforceability of the Non-
Compete Clause, as evidenced by his stated intent to work for C&D as of January 20, 2017.
142.
An actual controversy exists as to the enforceability of the Non-Compete Clause
and, without direction from the Court, the parties future rights and interests will be jeopardized.
-33-
143.
By reason of the foregoing, Sun Products requests that the Court enter an order
declaring the Non-Compete Clause fully enforceable and prohibit Linaress proposed
employment with C&D.
COUNT V
Actual and Threatened Misappropriation of Trade Secrets
Connecticut Uniform Trade Secrets Act (CUTSA), Conn. Gen. Stat. 35-51, et seq.
144.
145.
Plaintiffs Confidential Information described above constitutes trade secrets
under applicable law. Linares has used, threatens to misappropriate, and/or will inevitably use or
continue to misappropriate Plaintiffs trade secrets, without authorization and in breach of his
legal duties and obligations.
146.
Linares knows that Plaintiffs trade secrets are secret and that Plaintiffs derive
economic value from their secrecy.

147.
Nonetheless, upon information and belief, Linares has willfully used and
disclosed, threatens to misappropriate, and/or will inevitably use or continue to use and disclose,
Plaintiffs trade secrets at C&D.
148.
Plaintiffs have been injured and face irreparable injury as a result of Linaress
misappropriation of Plaintiffs trade secrets in an amount to be determined at trial, including, but

not limited to attorneys fees and exemplary damages. In addition, Plaintiffs face the loss of the
value of the trade secrets and Plaintiffs will suffer loss of sales and opportunities in amounts that
may not be known or easily calculated.
-34-
COUNT VI
Intentional Interference With Contractual Relations
149.
150.
By the acts described above, C&D had actual knowledge of Sun Products
contractual relationship with Linares, but directly interfered with that contractual relationship.
151.
By the acts described above, upon information and belief, C&D intended to use
improper means in interfering with Sun Products contractual relationship with Linares without
lawful justification or legitimate reason for this interference.
152.
As a direct and proximate result of C&Ds actions described above, Linares has
been induced to breach his Non-Compete.

153.
As a result of C&Ds wrongdoing, Sun Products has suffered monetary damages
and has suffered substantial and irreparable injury and is threatened with further substantial and
irreparable harm, for which there is no adequate remedy at law to compensate.
154.
By reason of the foregoing, Sun Products requires injunctive relief.
Unless
injunctive relief is granted, Sun Products will be irreparably harmed in a manner not fully
compensable by money damages. In addition, Sun Products has been damaged in an amount to
be determined at trial.
COUNT VII
Breach of Fiduciary Duty/Duty of Loyalty
155.
-35-
156.
Plaintiffs entrusted Linares with access to confidential corporate information and
placed him in a position of trust, thereby establishing a fiduciary relationship between Plaintiffs
and Linares.
157.
As an employee of Sun Products, Linares owed Sun Products a duty of loyalty to
act in Sun Products best interests.

158.
By the acts described above, Linares has breached his fiduciary duties, including
his duty of loyalty to Sun Products.

159.
As a result of Linaress wrongdoing, Plaintiffs have suffered monetary damages
and have suffered substantial and irreparable injury and are threatened with further substantial
and irreparable harm, for which there is no adequate remedy at law to compensate.
160.
By reason of the foregoing, Plaintiffs require injunctive relief. Unless injunctive
relief is granted, Plaintiffs will be irreparably harmed in a manner not fully compensable by
money damages. In addition, Plaintiffs have been damaged in an amount to be determined at
trial.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs respectfully request that the Court enter Judgment:
(a)
as to Count I-VII in Plaintiffs favor and against the Defendants for all damages
that may be calculated at trial suffered by Plaintiffs as a result of the Defendants
misconduct, plus interest;
(b)
ordering C&D to refrain, until April 26, 2018, from soliciting and/or offering
employment to Linares or any other Sun Products employee who was identified to
or by C&D as part of C&Ds evaluation of its acquisition of Sun Products;
-36-
(c)
ordering Linares to refrain from accepting (or continuing) employment with Sun
Products or HCGIs competitors, including C&D, for the period of not less than
one (1) year following his termination;
(d)
ordering Linares to return all Plaintiffs property, including their confidential

information;
(e)
ordering Linares to refrain from using or disclosing Plaintiffs confidential

information;
(f)
granting Plaintiffs their costs and expenses, including reasonable attorneys fees;
and
(g)
granting Plaintiffs such other and further relief as the Court deems just and
proper.
JURY TRIAL DEMAND
Plaintiffs demand a trial by jury on all claims so triable.

Respectfully submitted,
THE SUN PRODUCTS CORPORATION, and
HENKEL CONSUMER GOODS INC.
By its attorneys,
__/s/ Katherine E. Perrelli___________________
Katherine E. Perrelli (ct19232)
kperrelli@seyfarth.com
Dawn Mertineit, Esq. (to be admitted pro hac vice)
dmertineit@seyfarth.com
Seyfarth Shaw LLP
Seaport East, Suite 300
Two Seaport Lane
Boston, MA 02210-2028
Telephone: (617) 946-4979
Facsimile: (617) 790-5312
-- and --
-37-
Robert B. Milligan, Esq. (to be admitted pro hac

vice)
SEYFARTH SHAW LLP
2029 Century Park East, Suite 3500
Los Angeles, CA 90067-3021
Telephone: (310) 277-7200
Facsimile: (310) 201-5219
rmilligan@seyfarth.com
-- and -Howard K. Levine (ct10555)
CARMODY TORRANCE
SANDAK & HENNESSEY LLP
195 Church St., 18th Floor
New Haven, CT 06509
Tel: (203) 777-5501
Fax: (203) 784-3199
hlevine@carmodylaw.com
January 10, 2017
-38-

Sun Products v. Linares (Amended Complaint)

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Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 1 of 38

UNITED STATES DISTRICT COURT

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 2 of 38

Although C&Ds pursuit of Sun Products was ultimately unsuccessful, contrary to

the unambiguous non-solicitation/no-hire provisions contained in the Confidentiality Agreement,

As a direct result of Linaress and C&Ds unlawful conduct, Plaintiffs seek,

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 3 of 38

Sun Products is a Delaware corporation with its principal place of business

located at 60 Danbury Road, Wilton, CT 06897.

HCGI is a Delaware corporation with its principal place of business located at

7201 E. Henkel Way, Scottsdale, AZ 85255.

Upon information and belief, Linares is a citizen of Connecticut who resides at 15

Westport Lane, Westport, CT 06880.

Charles Ewing Boulevard, Ewing, NJ 08628.

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 4 of 38

JURISDICTION AND VENUE

concerning Plaintiffs claims arising out of the Confidentiality Agreement.1

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 5 of 38

Confidential Information, Developments, Non-Competition and Non-Solicitation Agreement (the

By executing the Non-Compete, Linares specifically agreed, in the introductory

Paragraph 2(a) of the Non-Compete defines Sun Products Proprietary

Information as including, but not limited to, the following information:

Paragraph 2(a) of the Non-Compete prohibits disclosure or misuse of Sun

Products confidential information and provides:

Paragraph 4 of the Non-Compete restricts the degree to which Linares would be

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 6 of 38

Engage in any business or enterprise . . . that competes with any aspect of

The geographic scope of the Paragraph 4(d) extends to:

(i) anywhere [Sun Products] or any of its subsidiaries is doing business,

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 7 of 38

terms, and agreed to all of the provisions therein.

Linares was also

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base salary (collectively, the Post-Employment Benefits).

One such condition is his

compliance with the restrictive covenants contained in the Non-Compete.

The Code of Conduct further provides at section 5 that employees are

Additionally, the Code of Conduct states at section 5: Your responsibility to

Section 5 of the Code of Conduct also provides:

If you have received

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 9 of 38

The Confidentiality Agreement states, in relevant part, that [a]s a condition to

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 10 of 38

The Confidentiality Agreement also requires C&D to use Sun Products

By virtue of the No Solicit/No Hire Provision, Sun Products thus explicitly

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seven-person Executive Leadership Team (including discussing detailed biographical

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 12 of 38

In fact, Sun Products CEO specifically

C&D was ultimately unsuccessful in acquiring Sun Products, but nonetheless

In this management role, Linares oversaw a team of approximately 140 people

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Leading all of innovation, product and packaging development, and regulatory

manufacturing of products according to specifications, and other related

Determining the best practice approaches to apply in Laundry and Homecare

Case 3:17-cv-00027-WWE Document 10 Filed 01/10/17 Page 14 of 38

Effective January 1, 2017, Linares was to begin reporting directly to Henkels

Senior Vice President of Global R&D for Laundry and Homecare.

In order to fulfill his executive-level responsibilities, Sun Products, and

Product design, innovation, and development;

Product qualities and attributes;

Product technology and engineering;

(viii) Regulatory affairs;

Costs, budgeting, capital expenditures, and cost parameters for