United States Court of Appeals For the Seventh Circuit ____________________ No. 23-3209 SANTANU DAS, Plaintiff-Appellant, v. TATA CONSULTANCY SERVICES LTD. and AMIT BAJAJ, Defendants-Appellees. ____________________

Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. No. 22-C-6988 — Virginia M. Kendall, Chief Judge. ____________________

ARGUED MAY 29, 2024 — DECIDED OCTOBER 4, 2024 ____________________

Before EASTERBROOK, BRENNAN, and SCUDDER, Circuit Judges. BRENNAN, Circuit Judge. Tata Consultancy presented its highest-performing employees with a compensation incen- tive plan under which, if they achieved a certain sales target, they would receive a bonus exceeding $400,000. One of those employees, Santanu Das, achieved the target, but Tata paid him less than $100,000. Das sued Tata under an Illinois law 2 No. 23-3209 requiring employers to pay their employees all agreed-upon compensation. Tata moved to dismiss, arguing it never as- sented to the terms of the incentive plan because of the plan’s boilerplate disclaimers. The district court dismissed Das’s complaint, and Das has appealed. I Each year Tata Consultancy offered incentives to its sales associates of greater pay for increased sales. In April 2020 Tata invited sales associate Santanu Das to participate in such a plan available only to outstanding salespeople. He learned through weekly calls with Tata leadership that the maximum amount he could earn under the plan was $432,040. In August 2020 Tata showed a PowerPoint presentation to plan partici- pants including Das. The presentation detailed the same plan information and pay structures. After Das had been working under the plan for months, he learned something new about it. A week after the presen- tation, Tata’s head of sales sent an email with a document that he said was the “formal” version of the plan—supposedly a confirmation of the information in the presentation. But this confirmation introduced critical language: Amid a list of dis- claimers, Tata stated it retained total discretion as to whether to pay the sales associates under the incentive plan and that the plan was not a contract. By the end of the fiscal year, in March 2021, Das had ex- ceeded the upper sales threshold under the plan. But Tata did not pay Das $432,040. Instead it paid him $97,000. Das asked about the discrepancy between his bonus and the plan maxi- mum incentive compensation but received no explanation. In April 2022 he was demoted. No. 23-3209 3

Das sued Tata and Amit Bajaj, Tata’s president and head of sales, in December of that year. 1 Das alleged that Tata vio- lated the Illinois Wage Payment and Collection Act, 820 ILL. COMP. STAT. 115 et seq., and committed the tort of unjust en- richment by failing to pay him the full bonus. He further claimed that Tata retaliated against him by demoting him af- ter he complained about the unpaid bonus, for which the Wage Act also provides a cause of action. Tata moved to dismiss for failure to state a claim, which the district court granted without prejudice. Das amended his complaint, repleading the three original claims and adding new breach of contract and fraudulent misrepresentation claims. Tata again moved to dismiss, and the district court again found that Das had failed to state a claim. This time the court dismissed his three repleaded claims with prejudice but gave him leave to replead his two new claims. Das did not exercise that leave and instead appeals only his Wage Act and fraudulent misrepresentation