Sprint - Nextel 2011 Annual Report Download - page 170

24. Representations and Acknowledgements.
(a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to
enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to
compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any
former employment or any covenant not to solicit any customer of any former employer.
(b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by
the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or
confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing,
directly or indirectly, with the business of such previous employer or any other party.
(c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this
Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without
limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in
trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to
use any confidential or proprietary information or material belonging to any previous employer or others.
(d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in
connection with execution of this Agreement.
(e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered
employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee,
independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12
and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the
relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware
of the Executive’s obligations under this Agreement.
25. Compliance with Code Section 409A. With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the
Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this
Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by
a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive
incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year
affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment,
reimbursement or in-kind benefit made pursuant to the provisions of this Agreement shall be regarded as a separate payment and not one of a
series of payments for purposes of
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