Sprint - Nextel 2011 Annual Report Download - page 165

(d) solicit, aid, induce, persuade or attempt to solicit, aid, induce or persuade any person or entity to take any action
that would result in a Change in Control of the Company or to seek to control the Board in a material manner.
(e) For purposes of this Section 12, the term “solicit or persuade” includes, but is not limited to, (i) initiating
communications with an employee of the Company Group relating to possible employment, (ii) offering bonuses or additional
compensation to encourage an employee of the Company Group to terminate his employment, (iii) referring employees of the
Company Group to personnel or agents employed by competitors, suppliers or customers of the Company Group, and (iv) initiating
communications with any person or entity relating to a possible Change in Control.
13. Developments.
(a) The Executive acknowledges and agrees that he will make full and prompt disclosure to the Company of all
inventions, improvements, discoveries, methods, developments, software, mask works, and works of authorship, whether patentable or
copyrightable or not, (i) which relate to the Company’s business and have heretofore been created, made, conceived or reduced to
practice by the Executive or under his direction or jointly with others, and not assigned to prior employers, or (ii) which have utility in
or relate to the Company’s business and are created, made, conceived or reduced to practice by the Executive or under his direction or
jointly with others during his employment with the Company, whether or not during normal working hours or on the premises of the
Company (all of the foregoing of which are collectively referred to in this Agreement as “Developments”).
(
b
) The Executive further agrees to assign and does hereby assign to the Company (or any person or entity designated
by the Company) all of the Executive’s rights, title and interest worldwide in and to all Developments and all related patents, patent
applications, copyrights and copyright applications, and any other applications for registration of a proprietary right. This Section 13
(b) shall not apply to Developments that the Executive developed entirely on his own time without using the Company’s equipment,
supplies, facilities, or Proprietary Information and that does not, at the time of conception or reduction to practice, have utility in or
relate to the Company’s business, or actual or demonstrably anticipated research or development. The Executive understands that, to
the extent this Agreement shall be construed in accordance with the laws of any Territory which precludes a requirement in an
employee agreement to assign certain classes of inventions made by an employee, this Section 13(b) shall be interpreted not to apply
to any invention which a court rules or the Company agrees falls within such classes.
(c) The Executive further agrees to cooperate fully with the Company, both during and after his employment with the
Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights
(both in the United States and other countries) relating to Developments. The Executive shall not be required to incur or pay any costs
or expenses in connection with the rendering of such cooperation. The Executive will sign all papers, including, without limitation,
copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of
attorney, and do all things that the Company may reasonably deem
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