mar0705_ex1027




Exhibit 10.27

EMPLOYMENT AGREEMENT



                     THIS EMPLOYMENT AGREEMENT (herein the "Agreement") is entered into between Cellco Partnership d/b/a Verizon Wireless and Roger Gurnani (herein the "Executive"), effective April 3, 2003.
References to the "Company" herein shall include Cellco Partnership d/b/a/ Verizon Wireless, any company controlled by or under common control with Cellco Partnership, and any company which subsequent to the effective date of this Agreement carries
on all or substantially all of the business of Cellco Partnership and affiliates of Cellco Partnership. 


                      WHEREAS, the services to be rendered by Executive are, and for the term of this Agreement will continue to be, of a unique character and of incalculable
value to the Company; and


                      WHEREAS, one of the purposes of the Company is, through contracts and other business relationships, to operate a national wireless communications
business, including without limitation, wireless voice and data, paging and other CMRS businesses; and 


                      WHEREAS, if Executive were to engage in "competitive activities," as defined below, during the term of this Agreement or in violation of the restrictions
set forth in this Agreement, the Company would suffer irreparable injury; and 


                      WHEREAS, the success of the Company depends in substantial part on the competitive advantages afforded by the management and technical skills provided by
Executive; and 


                    WHEREAS, Executive desires to participate in the Verizon Wireless Long Term Incentive Plan (“LTIP”);


                    NOW, THEREFORE, the parties hereto, acknowledging the mutual consideration embodied in the terms and conditions of this Agreement and intending to be legally
bound, hereby agrees as follows: 


1.     Term.  Executive
agrees to serve the Company, and the Company agrees to employ Executive, for a term of two years from
the effective date  of this Agreement (herein the "Term"). This agreement shall renew automatically for
a new two-year term at the expiration of the Term unless (a) at least ninety days before the expiration
of the Term the Company provides Executive with written  notice of intent not to renew this Agreement
at the expiration of the Term, or (b) this Agreement is terminated pursuant to Sections 4 or 5. 


2.     Duties. During
the Term, Executive shall: 


          (a)     faithfully and
diligently perform all such acts and duties and furnish such services as the Company, its Board of Representatives,
its Chief Executive Officer, its Chief Operating Officer, or  his or their designees shall direct, and
perform all acts in the 
















ordinary course of the Company’s business reasonably necessary to the advancement of the Company’s best interests; 


          (b)     devote his full
time, energy and skill to the business of the Company and to the promotion of the Company’s best
interests, except during vacations and other authorized absences; and



          (c)     comply with all
federal, state and local laws and any applicable foreign laws, and abide by the Company's code of business
conduct and other policies of the Company while discharging his  obligations under this Agreement or
otherwise engaging in conduct, whether personal or business-related, which may impact the Company's business. 


3.     Compensation.


          (a)     The Company shall
compensate Executive as set forth below for all services performed by him, subject to review from time
to time in accordance with the Company’s practices for similarly
situated executives: 


                    (i)     Base
salary at the annualized rate of $350,000 effective as of April 1, 2003. This amount shall be payable
in periodic installments in accordance with the Company's regular payroll practices;



                    (ii)     Short-Term
Incentive at a target rate of 60% of base salary, in accordance with Company's Short-Term Incentive Plan; 


                    (iii)     An
annual flexible spending allowance of $18,000, paid periodically; 


                    (iv)     Reimbursement
for all reasonable expenses incurred in the performance of Executive's duties hereunder, including but
not  limited to travel, accommodation, entertainment, and other similar expenses, in accordance with
the Company's policies and directives from Executive's superiors; 


                    (v)     Participation,
if otherwise eligible, in all individual or group life insurance, health insurance, accident insurance,
disability insurance, vacation and other welfare benefit plans maintained by the Company and  provided
generally to similarly situated executives; and 


                    (vi)     Such
other additional or special compensation, benefits and perquisites as the Company may generally provide
from time to time to similarly situated executives. 


          (b)     The Company shall
provide Executive with additional long-term incentive grants comparable in value to the value of such
grants provided to similarly situated executives based on market  conditions and in accordance with the
LTIP, subject to Board approval. Such grants will be issued not as compensation for services rendered,
but rather as an inducement to Executive to continue employment with the Company and to enter into this
 Agreement. 


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4.     Termination of Executive's Employment by the Company. 


          (a)     Death or Disability. The Executive’s employment with the Company will terminate automatically upon
Executive's death, or upon Executive's continuing disability on the date on which his short-term disability benefits expire if at that time he remains unable, even with reasonable accommodation, to perform the essential duties and responsibilities
he was performing prior to the commencement of eligibility for such benefits.  Termination of employment due to disability shall not constitute a bar to Executive's eligibility for long-term disability benefits if Executive would have qualified for
such benefits in the absence of the termination of his employment. 


           (b)     For Cause.  The Company may terminate Executive's employment for Cause, in writing and without prior
notice, upon any of the following reasons: 


                    (i)     breach by Executive of any of the covenants he makes or material obligations
he assumes under this Agreement; or 


                    (ii)    insubordination or failure to perform job responsibilities with full-time
and good-faith efforts; or 


                    (iii)   conviction of, or plea of nolo contendere to, criminal charges (other
than a traffic citation or minor misdemeanor), or conduct which, if prosecuted, would warrant conviction
on such charges under a “beyond a
reasonable doubt” standard of proof; or 


                    (iv)   material violation of the Company's Code of Business
Conduct or other policies of the Company, including, by way of example, a violation of the employer’s
voucher or expense reimbursement rules; or 


                    (v)    conduct which, if it were known by the public, would harm the reputation
of the Company; or 


                    (vi)   exercising, using, or discharging the authority, office or duties conferred
upon Executive by the Company other than solely in the best interests of the Company, including without
limitation the execution of such  authority, the use of such office or the discharge of such duties for
the Executive's personal benefit or that of his family, friends or associates. 


           (c)     Without
Cause.  The Company may
terminate the Executive’s
employment at any time without cause.  Written notice of intent not to renew this Agreement shall be
deemed termination without cause, but only if Executive remains at work for the Company through the last
day of the Term of this Agreement. In such  case, Executive shall be eligible to receive liquidated damages
as set forth in Section 6(b). In any proceeding conducted to determine whether Executive's employment
was terminated for Cause, if the finder of fact determines that Executive's  employment was terminated
other than for Cause, then his employment shall be deemed to have been terminated Without Cause, and
the remedy shall be limited to liquidated damages as provided in Section 6(b). 


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5.     Termination by Executive. 


          (a)     Without
Good Reason. Executive may terminate his employment at any time
 Without Good Reason. Without limiting the meaning of the term "Without Good Reason," it shall constitute
 termination of employment Without Good Reason if Executive refuses to work under a renewal of this Agreement
 or if the Executive refuses to  sign a successor agreement for an additional term of two years, provided
 that such successor agreement does not reduce Executive's then current base salary or short- or long-term
 incentive targets. 


          (b)     For
Good Reason.  Executive may terminate his employment for Good
Reason, but only on 60 days' written  notice of intent to resign for Good Reason. In such case, Executive
shall be eligible to receive liquidated damages on the terms set forth in Section 6(b). Executive shall
be deemed to have Good Reason to terminate his employment if no event has  occurred which would constitute
Cause for the Company to terminate his employment, and if any of the following events has occurred within
six months prior to the effective date of the termination of his employment: 


                    (i)     assignment,
without written consent of the Executive, to a position which involves more than a change in reporting
structure, but also results in materially less authority and responsibility than immediately before such
 assignment; or 


                    (ii)     reduction
in Executive's base salary; or 


                    (iii)    reduction
in Executive's short- or long-term incentive targets below the targets of similarly situated executives;
or 


                    (iv)    "Change
in Control," which shall mean (1) a sale or transfer of more than 50% of the Company's assets to an entity
other than: (a) Verizon Communications Inc. (“Verizon”) or any
affiliate or subsidiary or successor thereof (collectively, "Verizon Companies") or (b) Vodafone Group
Plc (“Vodafone”) or any affiliate or subsidiary or successor thereof (“Vodafone Companies”)
, (2) a sale of partnership  interests such that Verizon Companies and Vodafone Companies own less than
50% of the partnership interests in the Company, or (3) a sale of equity interests in the Company; provided
that as a result of (1), (2), or (3), Verizon Companies or  Vodafone Companies cease to have “actual
management control” of the Company; and provided further, that neither (1) nor (2) nor (3) shall
constitute a “Change in Control” if the transaction at issue is an initial public offering
 or subsequent offerings or distribution to Verizon Companies or Vodafone Companies. “Actual management
 control” shall mean the possession, direct or indirect, of the power to direct or cause the direction
 of the management of the Company  as it may be constituted following the event described in (1), (2),
 or (3) above (including, without limitation, the power to appoint a majority of the Board of Representatives
 or other comparable governing body of such entity), whether through the  beneficial ownership of voting
 securities or other ownership interest, by contract or otherwise, whether the loss of actual management
 control is voluntary or involuntary of the result of any merger, tender offer, stock purchase, other
 stock  acquisition, consolidation, recapitalization, reverse split, or sale or transfer of assets. In
 addition to items (1), (2) or (3) above, within twelve months following a


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“Change of Control”, Executive must have Good Reason to terminate his
employment, as defined in Section 5(b). 


          (c)     Retirement. If during the Term of the Agreement, Executive terminates employment by reason of Retirement (as that
term is defined in the Verizon Wireless Long Term Incentive Plan and its Award document), and so long as Executive provides at least 60 days prior notice of such Retirement, Executive shall not be subject to liquidated damages obligations under
Section 11(a).  Executive’s obligations under Sections 7 and 8 shall continue in the event of Retirement from the Company.


6.     Post-Termination Liquidated Damages Payable by the Company. 


          (a)     If the Company
terminates Executive's employment for Cause or by reason of disability or death, or if Executive terminates
his employment Without Good Reason, then the Company shall have no  further obligations to Executive
beyond the date of termination of employment, other than to provide compensation owed for services previously
rendered pursuant to Section 3(a); provided, however, that if the termination of Executive's employment
is  by reason of disability or death, then Executive (in the case of disability) or Executive's executor
or administrator (in the case of death) may exercise Executive's vested long term incentive grants pursuant
to the terms of the long-term incentive  plan.


          (b)     If the Company
terminates Executive’s employment Without Cause, or if Executive terminates his employment with
Good Reason, the Company shall provide to Executive, as liquidated damages,  (i) an amount equal to 200% of
Executive's annualized base salary and short-term incentive target at the time of termination, payable
in 24
equal monthly installments, subject to required payroll deductions,
and (ii) continued participation in the Company's medical and dental insurance plans for 24 months, at the Company's expense but subject to any employee contribution requirements
applicable as of Executive's last day of active employment (as such requirements may thereafter be revised
generally from time to time). Payment  of such liquidated damages shall not be deemed compensation for
prior services rendered, but rather shall be deemed a settlement of the parties' obligations to each
other, as provided below. In addition, Executive's unvested long-term incentive  grants shall vest and
may be exercised in accordance with the terms of the long-term incentive plan that apply to terminations "without
cause." Company also shall pay Executive cash in lieu of accrued but unused vacation days, at a daily
rate equal  to 1/260th of Executive's annualized base salary rate.


          (c)     (i)     Liquidated
damages under Section 6(b) shall not be payable if the Executive is in breach of this Agreement at the
time of the termination of his employment.


                    (ii)     Upon
Executive's breach of any of his covenants or continuing obligations under Sections 7 through 10 of this
Agreement, Executive's right, if any, to payment of liquidated damages after the date of such breach
shall  be forfeited. 


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          (d)     Executive's right
to liquidated damages hereunder shall be conditioned on his agreeing to and executing, within the time
specified by the Company, a release in such form as reasonably may be  required by the Company. The Company
shall have no obligation to pay liquidated damages unless and until such release is signed. The validity
and enforceability of such release shall not be impaired if, after signing it, Executive's right to
continued payment of liquidated damages is forfeited pursuant to Section 6(c)(ii). 


          (e)     Liquidated damages
hereunder shall be in lieu of any right Executive otherwise may have to receive benefits under any severance
or separation pay plan, program or practice which may otherwise  be applicable to him, and he hereby
waives any right to receive any such severance benefits. 


7.     Prohibition Against Competitive Activities. 


          (a)     Covenant Not to Engage in Competitive Activities.  Executive acknowledges that by virtue of his employment
with the Company, he will obtain knowledge, training, experience and access to the Company's proprietary and confidential information to such an extent that if he were to work for or otherwise provide services to a competitor of the Company, that
competitor inevitably would gain an unfair competitive advantage by means of its access to Executive's knowledge, training, experience and familiarity with the Company. Therefore, in consideration for (i) the offer of this Agreement for a specific
term, (ii) the right to post-termination liquidated damages on the terms provided in Section 6, and (iii) the opportunity to participate in the Company's long-term incentive plan, Executive covenants to the fullest extent permitted by law that he
will not engage in Competitive Activities (as that term is defined in Section 7(b)) while he remains employed by the Company and until one year after the date of termination of his employment for any reason (and, in the case of activities described
in Section 7(b)(iii), until two years after the date of termination of his employment for any reason). Executive further acknowledges that this covenant not to compete and other restrictive covenants in this Agreement are fair and reasonable, that
enforcement of the provisions of this Agreement will not cause Executive undue hardship, and that the provisions of this Agreement are reasonably necessary and commensurate with the need to protect the Company and its business interests and property
from irreparable harm. Executive agrees that because of the widespread nature of the Company’s business, breach of this Agreement by engaging in Competitive Activities anywhere in the United States would irreparably injure the Company and that,
therefore, a more limited geographic restriction is neither feasible nor appropriate.  Executive represents to the Company that Executive’s education, training and experience are such that this covenant not to compete will not jeopardize or
significantly interfere with Executive’s ability to secure other gainful employment. 


          (b)     Competitive Activities Defined.  For purposes of this Agreement, “Competitive Activities” means
any or all business activities in the wireless communications industry in the United States relating to products or services of the same or similar type as those provided or offered by the Company as of the effective date of this Agreement. In
addition, “Competitive Activities” also encompasses any or all business activities in the wireless communications industry in the United States 


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relating to products or services of the same or similar type as those provided or offered by the Company during the term of this Agreement (including products or services the Company planned to provide or offer in accordance
with any Business Plan approved by the Board of Representatives prior to the termination of Executive's employment), provided that the Executive had management, strategic planning, business planning, implementation, operations, administration, or
other responsibility for or involvement with the communications services, products and/or business. It, however, shall not be considered Competitive Activity for Executive to accept employment by Verizon or any affiliate of Verizon or Vodafone or
any affiliate of Vodafone provided that Verizon and Vodafone are not competing with the Company at the time employment is accepted Restricted activities include, but are not limited to: 


                    (i)     personally
working for, owning, managing, operating, controlling or participating in the ownership, management,
operation or control of, or providing consulting or advisory services to, any business engaged in  Competitive
Activities; provided, however, that Executive's purchase or holding of securities of a publicly-traded
company, for investment purposes, shall not be prohibited so long as Executive's equity interest in any
such company is less than one  percent; 


                    (ii)     maintaining
any appreciable financial interest in any business engaged in Competitive Activities; 


                    (iii)    soliciting,
inducing or influencing employees of the Company or former employees who have worked for the Company
within the preceding six months to engage in Competitive Activities; 


                    (iv)    interfering
with the relationship of the Employer with any of its customers, agents, representatives, suppliers or
vendors under contract; and 


                    (v)     engaging
in or planning to engage in Competitive Activities while still employed by the Company. 


          (c)     Forfeiture of Benefits. Executive acknowledges that any violation of any of the covenants of this Section 7
may result in the forfeiture of rights to benefits or compensation under one or more benefit or compensation plans of the Company which contain such forfeiture provisions, and will result in his obligation to pay liquidated damages as provided in
Section 11. 


8.     Prohibition Against Disclosure of Proprietary Information; Intellectual Property Rights. 


          (a)     Duty to Preserve Confidentiality. Executive acknowledges that he will be privy to strategic and sensitive
business information, and that he will have access to confidential and proprietary information of the Company. Therefore, during the course of Executive's employment and after such employment ends for any reason, (i) Executive will treat with utmost
confidentiality all such strategic and sensitive business information and all such confidential and proprietary information (including, without limitation, "Proprietary Information" as that term is defined in Section 8(b) 


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below), and (ii) except as required to conduct the business of the Company or as authorized in writing by the Company, Executive will not publish, disclose or use such information or authorize anyone else to publish, disclose
or use it.  Executive acknowledges that, in addition to his duties under this Agreement, he has common law and statutory duties as an employee to preserve the confidentiality of the Company's trade secrets, and will continue to have such duties
after his employment terminates for any reason. 


          (b)     Definition of Proprietary Information.  “Proprietary information” includes, but is not limited to,
information in the possession or control of the Company that has not been fully disclosed in a writing which has been generally circulated to the public at large, and which gives the Company an opportunity to obtain or maintain advantages over its
current and potential competitions.  "Proprietary information" includes, without limitation, 


                    (i)     marketing
plans, strategic or tactical business plans, product plans and designs, undisclosed financial data, agreements
with third parties, technical information, computer software or other apparatus programs,  databases,
budgets and projections, whether in draft or final form: 


                    (ii)     ideas,
processes, methods, techniques, systems, patented or copyrighted information, models, devices, programs,
computer software or related information and documentation; 


                    (iii)    documents
relating to regulatory matters and correspondence with governmental entities, including classified National
Security information; 


                    (iv)    pricing
and cost data; 


                    (v)     reports
and analyses of business prospects; 


                    (vi)    business
transactions which are contemplated or planned; 


                    (vii)   research
data; 


                    (viii)   employee
information and data, including knowledge of skills, abilities, performance and compensation; 


                    (ix)    information
relating to specific users and purchasers of the Company's products or services or to such users and
purchasers generally, such as customer names, customer contacts, terms of  customer contracts, customer
proposals, types, locations, and quantities of service, calling patterns and billing information; and 


                    (x)     other
confidential matters pertaining to or known by the Company, including information that is proprietary
to others which the Company is bound to protect, such as vendor or customer proprietary information or
 information provided in conjunction with non-disclosure or confidentiality agreements with third parties. 


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          (c)     Obligation to Return Company Property.  Upon the termination of Executive's employment for any reason, and
prior to his last day of active employment, Executive shall return to the Company all property of the Company in his possession, custody and control, including without limitation, the originals and all copies of all records, papers, programs,
computer software, documents and other materials which contain Proprietary Information, as defined in Section 8(b), and all computer and other equipment of the Company. 


          (d)     Intellectual Property.


                      (i)     Executive
will promptly disclose to the Company, in confidence, all inventions, discoveries, designs, improvements,
technical information, ideas, databases, computer software or  other apparatus programs, related documentation,
and other works of original authorship, whether or not patentable, copyrightable or susceptible to other
forms of protection, which he makes, creates, develops, writes or conceives during the course  of his
employment by the Company (hereinafter, "Innovations"). 


                    (ii)     Executive
hereby assigns and grants to the Company all rights, title and interest in and to all Innovations. On
request by the Company, Executive will execute a specific assignment to the  Company of all rights, title
and interest to any particular Innovation or group of Innovations, and will execute all applications
for patent, copyright or other forms of protection for such Innovations in the United States and in other
 countries.


                    (iii)     An
Innovation will be deemed not to
have been made in the course of Executive's employment by the Company if it (1) was  developed on his
own time and (2) no equipment, supplies, facilities or trade secret information of the Company were used
in developing it. However, even if an Innovation was developed entirely on Executive's own time, and
even if no equipment,  supplies, facilities or trade secret information of the Company were used in developing
it, an Innovation shall be deemed to have been made in the course of Executive's employment if at the
time of its conception or reduction to practice it related  to the Company's business or to the Company's
actual or demonstrably anticipated research or development, or if it resulted from any work that Executive
performed for the Company. 


                    (iv)     During
the course of Executive's employment and after such employment ends for any reason, (1) Executive will
treat with utmost confidentiality all Innovations and all private, trade secret and proprietary information
 concerning them, and (2) except as required by the conduct of the business of the Company or as authorized
in writing by the Company, Executive will not publish, disclose or use such information or authorize
anyone else to publish, disclose or use  it. When Executive's employment terminates, he will relinquish
all documents, equipment and records containing such information to the Company, regardless of its form.


          (e)     Forfeiture of Benefits. Executive acknowledges that violation of any of the prohibitions or covenants of
this Section 8 may result in the forfeiture of rights to 


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benefits or compensation under one or more benefit or compensation plans of the Company which contain such forfeiture provisions, and will result in his obligation to pay liquidated damages as provided in Section 11.



9.     Confidentiality. Executive agrees not to disclose or discuss, other than with his legal counsel,
personal tax or financial advisors, or spouse, either the existence or any details of this Agreement. Executive will use his best efforts to ensure that any such legal counsel, personal tax or financial advisor, or spouse will not disclose or
discuss the existence or any details of this Agreement with any other person. This Agreement shall not prohibit the Executive from disclosing to any person that he has agreed not to compete with the Company and that he has legal duties not to
disclose the Company’s proprietary information.  Executive is hereby authorized to reveal to a prospective employer or prospective client or business associate the precise terms of Sections 7, 8(a) and (b), 11(b) and 12 hereof, but in so doing,
Executive shall not reveal any other parts of this Agreement. 


10.    Duty to Disclose Acceptance of Offers
of Employment by Other Employers. Executive
acknowledges that the Company has an ongoing interest in knowing whether any of its employees or former
employees who have, or had, access to proprietary or confidential information intend to provide services
as an employee, consultant or in any other capacity to an entity which the Company considers to be a
competitor or potential competitor. Accordingly, during the period of Executive’s employment by
the Company, Executive shall give written notice to the Company of his intention to accept employment
with any employer other than the Company, not later than the date on which he gives his written or oral
acceptance of an offer of employment, or offer of compensation in exchange for advice, information or
consulting services. That notice shall state the name of the offering entity, the role or position accepted
and a brief summary of the responsibilities, the geographic location and scope of that role or position. 


11.    The Company’s Remedies for Breach of Agreement 


          (a)     Liquidated Damages Payable by Executive upon Resignation. Executive
recognizes that his services to the Company are of the highest value to the Company, that his services
cannot be easily replaced in the event he terminates his employment prior to the end of the Term, and
that the loss of Executive’s services would cause damages to the Company’s operations which
are substantial but not readily calculable. Therefore, Executive warrants that if he terminates his employment
before expiration of the Term other than for Good Reason, he shall pay the Company as liquidated damages
an amount equal to 100% of the Executive's pre-tax gain from the exercise (during the six month period
preceding termination) of any long-term incentive grants issued to Executive by the Company. Such sum
shall be payable in a single lump amount which shall be immediately due and payable upon written demand
by the Company following the termination of Executive's employment. In addition, Executive's right to
exercise any long-term incentive grants issued to Executive by the Company which have not yet been exercised
shall be extinguished as of the last day of his active employment. Further, in the event that
Executive resigns during the term of this Agreement to thereafter engage in Competitive Activities as set forth in Section 7, 

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Executive also shall pay the Company the costs it incurs in recruiting a replacement for Executive in a single lump sum which shall be payable within thirty days after the Company notifies Executive as to the amount of such
costs.  This replacement cost obligation is in addition to any other amounts for which Executive may be liable under Section 11(b).


          (b)     Liquidated Damages for Breach of Covenants Under Sections 7 or 8. Executive acknowledges that his breach of any of his covenants under Sections 7 or 8 of this Agreement would cause substantial damages to the Company that are not readily calculable. Accordingly, in the event of such a
breach, Executive agrees to pay to the Company as liquidated damages an amount equal to the sum of his annualized base salary and short-term incentive target in effect at the time of the breach.  In addition, (i) as provided in Section 6(d),
Executive's right to any payments under Section 6(b) which have not yet been made shall be extinguished and no further such payments shall be due, (ii) he shall return to the Company all payments under Section 6(b) which theretofore shall have been
provided to him (except that Executive shall retain $100 of such sum as consideration for the release executed pursuant to Section 6(d)), (iii) all of his grants under any long-term incentive plan which have not yet vested or which have vested but
not yet been exercised shall be extinguished immediately, (iv) Executive shall owe to the Company all pre-tax gain derived from the exercise of any long-term incentive grants during the six months preceding the breach; and (v) Executive also shall
pay the Company the costs it incurs in recruiting a replacement for Executive. Executive promptly shall pay to the Company the sum of all amounts to be paid pursuant to this Section 11(b), in a single lump amount which shall be due immediately and
payable on demand following the breach. 


          (c)     Injunctive Relief. Executive acknowledges that if he breaches his covenants under Sections 7 and 8 of this
Agreement, competitors of the Company will gain the value of the Executive’s services to the detriment of the Company, and that the Company thereby will suffer irreparable injury. In the event of a breach of any of his covenants under Sections
7 or 8, whether or not Executive is still employed by the Company at the time of such breach, to the extent permitted by law, Company shall be entitled, in addition to causing the Executive to forfeit benefits as described in Sections 7(c) and 8(e),
and in addition to liquidated damages payable under Section 11(b) and any other remedies available at law, to injunctive relief to restrain further breach of such commitments by the Executive or by any person acting for or with him in any capacity
whatsoever. 


12.    Arbitration.  In the event that (a) Executive believes that the Company has breached any provision of this Agreement or otherwise has
violated his rights in connection with his employment by the Company, the manner in which he was treated while so employed or the termination of his employment, or if he believes that the Company violated his rights under any common law theory of
liability or any applicable federal, state or local law, statute, regulation or ordinance (including without limitation 42 U.S.C. Section 1981, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act and any other state
or federal statute that pertains to employee rights or discrimination in employment), or (b) the Company believes that Executive has breached any provision of this Agreement or otherwise has violated its rights in


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connection with his employment by the Company, the dispute shall be submitted to the American Arbitration Association in New York or any other state mutually agreeable to all parties, for arbitration pursuant to its rules and
procedures for resolution of employment disputes. The arbitrator shall include in the award the prevailing party's costs and expenses (including expert witness fees) incurred in connection with the proceedings.  The decision of the arbitrator shall
be final and binding.  Executive understands and agrees that this provision constitutes a waiver of his right to initiate a proceeding before an administrative tribunal seeking relief for himself and to sue in any court of law or equity, and that
the sole forum available to him for resolution of disputes between himself and the Company is arbitration as provided herein. The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all
disputes between them, and their agreement in this regard shall be interpreted as broadly and inclusively as reason and law permits to realize that intent; provided, however, that nothing herein shall be considered a waiver of either party's right
to seek a temporary restraining order or injunction from a court for purposes of preserving the status quo or preventing irreparable harm pending decision by an arbitrator. 


13.    Miscellaneous Provisions. 


          (a)     Assignment by the Company.  The Company expressly reserves the right to assign this Agreement. If and when
the Executive transfers from the Company to another employer pursuant to such assignment, this Agreement shall be deemed to be assigned to the transferee employer in lieu of the Company. This Agreement may not be assigned by the Executive.



          (b)     Waiver. The waiver by any Company of a breach by the Executive of any provision of this Agreement shall not
be construed as a waiver of any subsequent breach by him. 


          (c)     Executive's Warranty.  Executive warrants and represents that his acceptance of employment by the Company on
the terms offered will not breach any contractual or other obligation he has to any third party, and that he will neither bring to the Company confidential or proprietary information or documents of any third party (other than a third party
contributing assets to the Company), including any former employer, nor use or disclose any confidential or proprietary information of any third party without such third party's written authorization. 


          (d)     Severability.  If any clause, phrase or provision of this Agreement (including, without limitation, Section
12), or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable by any court of competent jurisdiction, such event shall not affect or render invalid or unenforceable the remainder of this Agreement and shall
not affect the application of any clause, phrase or provision hereof to other persons or circumstances. Further, if an arbitrator or court of competent jurisdiction determines that the geographic scope, duration or any other features of the
covenants and commitments set forth in Sections 7 and 8 are not enforceable as drafted, this Agreement shall hereby be deemed to be amended automatically to provide the maximum enforcement thereof permitted by law. 


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          (e)     Gender. All
pronouns used in this Agreement are in the masculine gender solely for purposes of grammatical convenience,
and it is the parties' intent that all pronouns used herein are intended to comprehend both genders as
warranted by context or by the gender of the Executive. 


          (f)     Governing
Law. The parties acknowledge that the services
to be performed by Executive pursuant to this Agreement will be rendered in a number of different states,
and that the Company has a special interest in having its agreements with employees in different places
construed according to the same law because it conducts operations throughout the entire United States.
Accordingly, this Agreement shall be construed and enforced in accordance with the laws of the State
of New York, headquarters of Verizon Communications, its managing partner, without regard to choice of
law principles.



          (g)     Notices. Whenever this Agreement requires or permits notice to be given to the Company, the notice should be
given in writing to the Chief Executive Officer of the Company, or to such other person as the Company may subsequently identify in writing to Executive. 


          (h)     Entire Agreement. Except for the terms and conditions of the compensation and benefit plans applicable to
Executive (as such plans may be amended by the Company from time to time), this Agreement sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements, and communications, whether written or oral, pertaining
to the subject matter hereof, including without limitation any employment agreement previously entered into between Executive and the Company.  This Agreement shall not negate (i) any benefits previously earned or rights granted under any long-term
incentive plan; (ii) any other benefits maintained by any other entity that are not duplicative in nature of any benefits provided under this Agreement; or (iii) any obligations that the Executive may have under any non-compete, proprietary
information or intellectual property agreement with any entity that is contributing assets to the Company or any affiliate of such entity. Any such rights, benefits, or obligations shall be determined in accordance with the terms of such agreements
or plans. This Agreement shall not be modified or amended except by written agreement of the Company, the Executive, and the Company which then employs him.  Executive has been advised to consult with an attorney regarding this Agreement,
acknowledges having had ample opportunity to do so, and fully understands the binding effect of this Agreement. 


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          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, hereby execute this Agreement. 


	

		 
		
Cellco Partnership
	
		 	 	 	 
		 	 	 	 
		 	 	 	 
	

		 
		
By:
		 
		
  /s/ Denny Strigl
	
	


		
		
		
		


	
	
Date
		 
		

		 
		
Chief Executive Officer
	
		 		 	 
		 		 	 
		 		 	 
	04/07/2003

	
	 
		

		 
		
  /s/ Roger Gurnani
	
	


		
		
		
		


	
	
Date
		 
		

		 
		
Executive
	
	 	 		 	 



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