Common use of Confidentiality; Non-Compete; Non-Disclosure; Non-Disparagement Clause in Contracts

Confidentiality; Non-Compete; Non-Disclosure; Non-Disparagement. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (b) In consideration for the payments to be made to the Executive under the Prior Agreement (as defined below) and the Alltel Corporation Supplemental Executive Retirement Plan and the vesting of the Executive's equity compensation awards in connection with the transactions contemplated by the Agreement and Plan of Merger among Alltel Corporation, Atlantis Holdings LLC and Atlantis Merger Sub, Inc. dated May 20, 2007, the Executive and the Company agree that the Company would likely suffer significant harm from the Executive’s competing with the Company during the Employment Period and for a reasonable period of time thereafter. Accordingly, the Executive agrees that he will not, during the Employment Period and for a period of two (2) years following the termination of the Employment Period for any reason, directly or indirectly, become employed by, serve as an agent or consultant to, become a partner, member, principal, stockholder or other owner (other than a holder of less than 5% of the outstanding voting shares of any publicly held company) of the Business for any Person (whether or not for compensation) that is engaged in, or otherwise competes with the Business; provided, however, that the restrictions of this paragraph 9(b) do not apply following the termination of the Employment Period by the Company without Cause or by the Executive for Good Reason, except that in the event of any such termination that occurs more than three years after the Effective Date, such restrictions shall apply unless the Executive elects to forego the benefits under paragraphs (5)(a) or (b) hereof, as applicable, to which he would otherwise be entitled in respect of such termination. For purposes of this Agreement, the “Business” shall mean wireless communications carriers operating within the United States. (c) The Executive hereby agrees that upon the termination of the Employment Period, he shall not take, without the prior written consent of the Company, any business plans, contact lists, strategic plans or reports or other document (in whatever form) of the Company or any of its affiliates, which is of a confidential nature relating to the Company or its affiliates, or, without limitation, relating to its or their methods of distribution, or any description of any formulas or secret processes and will return any such information (in whatever form) then in his possession. (d) During the Employment Period and for two (2) years thereafter, the Executive hereby agrees not to, directly or indirectly, solicit or assist any other person or entity in soliciting any employee of the Company or any of its affiliates to perform services for any entity (other than the Company or its affiliates), attempt to induce any such employee to leave the employ of the Company or its affiliates, or hire or engage on behalf of himself or any other Person (as defined below) any employee of the Company or anyone who was employed by the Company during the six-month period preceding such hiring or engagement; provided, however, that the restrictions of this paragraph 9(e) shall not apply following the termination of the Employment Period by the Company without Cause or by the Executive for Good Reason, except that in the event of any such termination that occurs more than three years after the Effective Date, such restrictions shall apply unless the Executive elects to forego the benefits under paragraphs (5)(a) or (b) hereof, as applicable, to which he would otherwise be entitled in respect of such termination. An individual’s response to a broad and general advertisement or solicitation not specifically targeting or intending to target employees of the Company, its subsidiaries or any of affiliates shall not be deemed a violation of this Section 9(e). (e) The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to the Company by reason of a failure by the Executive to perform any of his obligations under this Agreement and, in particular, under this Section 9. Accordingly, if the Company institutes any action or proceeding to enforce the provisions hereof, to the extent permitted by applicable law (including, but not limited to, injunctive relief) the Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and the Executive shall not urge in any such action or proceeding the claim or defense that any such remedy at law exists.

Confidentiality; Non-Compete; Non-Disclosure; Non-Disparagement. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (b) In consideration for the payments to be made to the Executive under the Prior Agreement (as defined below) and the Alltel Corporation Supplemental Executive Retirement Plan and the vesting of the Executive's equity compensation awards in connection with the transactions contemplated by the Agreement and Plan of Merger among Alltel Corporation, Atlantis Holdings LLC and Atlantis Merger Sub, Inc. dated May 20, 2007, the parties agree that, the Executive and the Company agree that the Company would likely suffer significant harm from the Executive’s competing with the Company during the Employment Period and for a reasonable period of time thereafter. Accordingly, the Executive agrees that he will not, during the Employment Period and for a period of two (2) years following the termination of the Employment Period for any reason, directly or indirectly, become employed by, serve as an agent or consultant to, become a partner, member, principal, stockholder or other owner (other than a holder of less than 5% of the outstanding voting shares of any publicly held company) of the Business for any Person (whether or not for compensation) that is engaged in, or otherwise competes with the Business; provided, however, that the restrictions of this paragraph 9(b) do not apply following the termination of the Employment Period by the Company without Cause or by the Executive for Good Reason, except that in the event of any such termination that occurs more than three years after the Effective Date, such restrictions shall apply unless the Executive elects to forego the benefits under paragraphs (5)(a) or (b) hereof, as applicable, to which he would otherwise be entitled in respect of such termination. For purposes of this Agreement, the “Business” shall mean wireless communications carriers operating within the United States. (c) The Executive hereby agrees that upon the termination of the Employment Period, he shall not take, without the prior written consent of the Company, any business plans, contact lists, strategic plans or reports or other document (in whatever form) of the Company or any of its affiliates, which is of a confidential nature relating to the Company or its affiliates, or, without limitation, relating to its or their methods of distribution, or any description of any formulas or secret processes and will return any such information (in whatever form) then in his possession. (d) During the Employment Period and for two (2) years thereafter, the Executive hereby agrees not to, directly or indirectly, solicit or assist any other person or entity in soliciting any employee of the Company or any of its affiliates to perform services for any entity (other than the Company or its affiliates), attempt to induce any such employee to leave the employ of the Company or its affiliates, or hire or engage on behalf of himself or any other Person (as defined below) any employee of the Company or anyone who was employed by the Company during the six-month period preceding such hiring or engagement; provided, however, that the restrictions of this paragraph 9(e) shall not apply following the termination of the Employment Period by the Company without Cause or by the Executive for Good Reason, except that in the event of any such termination that occurs more than three years after the Effective Date, such restrictions shall apply unless the Executive elects to forego the benefits under paragraphs (5)(a) or (b) hereof, as applicable, to which he would otherwise be entitled in respect of such termination. An individual’s response to a broad and general advertisement or solicitation not specifically targeting or intending to target employees of the Company, its subsidiaries or any of affiliates shall not be deemed a violation of this Section 9(e). (e) The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to the Company by reason of a failure by the Executive to perform any of his obligations under this Agreement and, in particular, under this Section 9. Accordingly, if the Company institutes any action or proceeding to enforce the provisions hereof, to the extent permitted by applicable law (including, but not limited to, injunctive relief) the Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and the Executive shall not urge in any such action or proceeding the claim or defense that any such remedy at law exists.