Sprint - Nextel 2013 Annual Report Download - page 246

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 31
st
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 Section 409A of the Code. It is intended that any amounts payable under this Agreement and the
Company ’ s and the Executive ’ s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code
and the Treasury regulations relating thereto so as not to subject the Executive to the payment of the additional tax, interest and any tax
penalty which may be imposed under Section 409A of the Code. In furtherance of this interest, to the extent that any provision hereof would
result in the Executive being subject to payment of the additional tax, interest and tax penalty under Section 409A of the Code, the parties
agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A of the Code; and thereafter interpret its
provisions in a manner that complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the
Internal Revenue Code of 1986, as amended, and will also
Hallock Employment Agreement Page 18 of 25