EMPLOYEE OF THE COMPANY OR ITS AFFILIATES WITH WHOM THE PARTICIPANT
HAD MATERIAL BUSINESS-RELATED CONTACT WHILE PERFORMING SERVICES FOR THE COMPANY
AND ITS AFFILIATES AND WHO IS (X) A MEMBER OF EXECUTIVE MANAGEMENT, (Y) A
CORPORATE OFFICER OF THE COMPANY OR ANY OF ITS AFFILIATES, OR (Z) ANY EMPLOYEE
OF THE COMPANY OR ANY OF ITS AFFILIATES ENGAGED IN PRODUCT OR SERVICE
DEVELOPMENT OR PRODUCT OR SERVICE MANAGEMENT.
(B)
IN THE EVENT THE PARTICIPANT RECEIVES THE SPECIAL
ENHANCED VESTING SET FORTH IN SECTION 2(B)(III) ABOVE, THE PARTICIPANT ALSO
AGREES THAT DURING THE PARTICIPANT'S EMPLOYMENT, AND FOR A PERIOD OF EIGHTEEN
(18) CALENDAR MONTHS FOLLOWING TERMINATION OF PARTICIPANT'S EMPLOYMENT, THE
PARTICIPANT SHALL NOT PERFORM WITHIN THE FIFTY (50) STATES OF THE UNITED STATES
OF AMERICA ANY SERVICES WHICH ARE IN COMPETITION WITH THE "BUSINESS" OF THE
COMPANY DURING PARTICIPANT'S EMPLOYMENT, OR FOLLOWING PARTICIPANT'S TERMINATION
OF EMPLOYMENT, ANY SERVICES WHICH ARE IN COMPETITION WITH A "MATERIAL" LINE OF
"BUSINESS" ENGAGED IN BY THE COMPANY AT THE TIME OF PARTICIPANT'S TERMINATION OF
EMPLOYMENT WHICH ARE THE SAME AS OR SIMILAR TO THOSE SERVICES PARTICIPANT
PERFORMED FOR THE COMPANY OR ANY AFFILIATE; PROVIDED, HOWEVER, THAT IF THE OTHER
BUSINESS COMPETITIVE WITH THE BUSINESS THE COMPANY HAS MULTIPLE LINES,
DIVISIONS, SEGMENTS, OR UNITS, SOME OF WHICH ARE NOT COMPETITIVE WITH THE
BUSINESS OF THE COMPANY, NOTHING HEREIN SHALL PREVENT PARTICIPANT FROM BEING
EMPLOYED BY OR PROVIDING SERVICES TO SUCH LINE, DIVISION, SEGMENT, OR UNIT THAT
IS NOT COMPETITIVE WITH THE BUSINESS OF THE COMPANY.
FOR PURPOSES OF THIS
AGREEMENT, "MATERIAL" MEANS A LINE OF BUSINESS THAT REPRESENTS 20% OR MORE OF
THE COMPANY'S CONSOLIDATED REVENUES OR ADJUSTED EBITDA FOR THE FOUR FISCAL
QUARTERS IMMEDIATELY PRECEDING THE PARTICIPANT'S TERMINATION OF EMPLOYMENT.
AS
USED HEREIN, "BUSINESS" MEANS THE BUSINESS OF PROVIDING INTEGRATED COMMUNICATION
SERVICES AND RELATED VALUE ADDED SERVICES TO INDIVIDUAL CUSTOMERS AND BUSINESS
CUSTOMERS.
(C)
THE ENHANCED VESTING PURSUANT TO
SECTION 2(B)(III) ABOVE (ALONG WITH THE RELATED CASH DIVIDENDS UNDER SECTION 6
ABOVE) ARE CONDITIONED UPON THE PARTICIPANT'S COMPLIANCE WITH THE PROVISIONS OF
THIS SECTION 17.
IN THE EVENT THE PARTICIPANT SHALL MATERIALLY BREACH THE
PROVISIONS OF THIS SECTION 17 AND NOT CURE OR CEASE (AS APPROPRIATE) SUCH
MATERIAL BREACH WITHIN
TEN (10) DAYS OF RECEIPT OF NOTICE THEREOF FROM THE COMPANY, THE VESTING ABOVE
SHALL TERMINATE AND PARTICIPANT SHALL RETURN TO THE COMPANY ALL OF THE SHARES OF
COMMON STOCK AND CASH DIVIDENDS RECEIVED IN CONNECTION THEREWITH.
TERMINATION
OF SUCH VESTING AND PAYMENTS SHALL NOT BE THE COMPANY'S SOLE AND EXCLUSIVE
REMEDY FOR A BREACH OF THIS SECTION 17.
IN ADDITION, THE COMPANY SHALL BE
ENTITLED TO DAMAGES AND INJUNCTIVE RELIEF TO ENFORCE THIS SECTION 17 IN THE
EVENT OF A BREACH BY THE PARTICIPANT.
ADDITIONALLY, IN THE EVENT THE
PARTICIPANT MATERIALLY BREACHES THIS PROVISION, THE PARTICIPANT SHALL BE
REQUIRED TO REPAY TO THE COMPANY ALL AMOUNTS PREVIOUSLY PAID PURSUANT TO
SECTION 2(B)(III) AND THE RELATED CASH DIVIDENDS PAID PURSUANT TO SECTION 6
ABOVE.
18.
SECTION 409A.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT,