Sprint - Nextel 2015 Annual Report Download - page 353

(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 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