BE
SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AS TO THE COMPANY'S ATTORNEYS, EXECUTIVE
SHALL FOLLOW THE GUIDELINES PROVIDED BY THE COMPANY'S LEGAL COUNSEL ON
MAINTAINING THE CONFIDENTIALITY OF SUCH INFORMATION AND TO PRESERVE SUCH
PRIVILEGE.
(D)
NOTHING IN THE FOREGOING PROVISIONS OF THIS
SECTION 6 SHALL BE CONSTRUED SO AS TO PREVENT EXECUTIVE FROM USING, IN
CONNECTION WITH EXECUTIVE'S EMPLOYMENT FOR HIMSELF OR AN EMPLOYER OTHER THAN THE
COMPANY AND ITS AFFILIATES, KNOWLEDGE WHICH WAS ACQUIRED BY EXECUTIVE DURING THE
COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND ITS AFFILIATES AND WHICH
IS GENERALLY KNOWN TO PERSONS OF EXECUTIVE'S EXPERIENCE IN OTHER COMPANIES IN
THE SAME INDUSTRY.
7.
NONCOMPETITION AND NONSOLICITATION.
WHILE EXECUTIVE IS EMPLOYED BY THE COMPANY AND ITS AFFILIATES, AND FOR A PERIOD
OF ONE (1) YEAR AFTER EXECUTIVE'S TERMINATION DATE, EXECUTIVE AGREES THAT:
(A)
EXECUTIVE WILL NOT, DIRECTLY OR INDIRECTLY
ENGAGE IN, ASSIST, PERFORM SERVICES FOR, ESTABLISH OR OPEN, OR HAVE ANY EQUITY
INTEREST (OTHER THAN OWNERSHIP OF 5% OR LESS OF THE OUTSTANDING STOCK OF ANY
CORPORATION LISTED ON THE NEW YORK OR AMERICAN STOCK EXCHANGE OR INCLUDED IN THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATION SYSTEM) IN ANY
PERSON, FIRM, CORPORATION, PARTNERSHIP OR BUSINESS ENTITY (WHETHER AS AN
EMPLOYEE, OFFICER, PARTNER, DIRECTOR, AGENT, SECURITY HOLDER, CREDITOR,
CONSULTANT, OR OTHERWISE) THAT ENGAGES IN THE RESTRICTED BUSINESS (AS DEFINED
BELOW) IN THE RESTRICTED TERRITORY (AS DEFINED BELOW);
(B)
EXECUTIVE WILL NOT, DIRECTLY OR INDIRECTLY,
FOR HIMSELF OR ON BEHALF OF OR IN CONJUNCTION WITH ANY OTHER PERSON, FIRM,
CORPORATION, PARTNERSHIP OR BUSINESS ENTITY, SOLICIT OR ATTEMPT TO SOLICIT ANY
PARTY WHO IS THEN OR, DURING THE 12-MONTH PERIOD PRIOR TO SUCH SOLICITATION OR
ATTEMPT BY EXECUTIVE WAS (OR WAS SOLICITED TO BECOME), A CUSTOMER OF THE
COMPANY, PROVIDED THAT THE RESTRICTION IN THIS PARAGRAPH 7(B) SHALL NOT APPLY TO
ANY ACTIVITY ON BEHALF OF A BUSINESS THAT IS NOT A RESTRICTED BUSINESS; AND
(C)
EXECUTIVE WILL NOT (AND WILL NOT ATTEMPT
TO) SOLICIT, ENTICE, PERSUADE OR INDUCE ANY INDIVIDUAL WHO IS EMPLOYED BY THE
COMPANY OR ITS AFFILIATES TO TERMINATE OR REFRAIN FROM RENEWING OR EXTENDING
SUCH EMPLOYMENT OR TO BECOME EMPLOYED BY OR ENTER INTO CONTRACTUAL RELATIONS
WITH ANY OTHER INDIVIDUAL OR ENTITY OTHER THAN THE
9
COMPANY OR ITS AFFILIATES, AND EXECUTIVE SHALL NOT APPROACH ANY SUCH EMPLOYEE
FOR ANY SUCH PURPOSE OR AUTHORIZE OR KNOWINGLY COOPERATE WITH THE TAKING OF ANY
SUCH ACTIONS BY ANY OTHER INDIVIDUAL OR ENTITY.
FOR PURPOSES OF THIS AGREEMENT THE TERM (A) "RESTRICTED BUSINESS" MEANS THE
BUSINESS OF PROVIDING WIRELESS TELECOMMUNICATION SERVICES OR ANY OTHER BUSINESS
IN WHICH THE COMPANY OR ANY OF ITS AFFILIATES IS MATERIALLY ENGAGED (PROVIDED
THAT FOR PERIODS AFTER EXECUTIVE'S TERMINATION DATE, THE FOREGOING SHALL APPLY
ONLY TO BUSINESSES IN WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE ENGAGED ON
EXECUTIVE'S TERMINATION DATE), AND (B) "RESTRICTED TERRITORY" MEANS THE BASIC
TRADING AREAS (AS DEFINED IN THE RAND MCNALLY COMMERCIAL ATLAS AND MARKETING
GUIDE OR THE SUCCESSOR THERETO) ("BTA") IN WHICH THE COMPANY OR ANY