Common use of Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information Clause in Contracts

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which the Optionee enters into competition with an Employer or other Affiliate, or misappropriates confidential information of an Employer or other Affiliate, as determined by the Company in its sole discretion. As of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefor, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 is therefore fair and reasonable, and not a penalty. For purposes of the preceding paragraph, the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or such

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee's obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchsuch Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Optionee’s possession. “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, 2005 LTI Plan / 2010 Officer Stock Option Award Agreement computer programs and other material embodying trade secrets or confidential technical, business or financial information of an Employer or other Affiliate.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee's obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. 2005 LTI Plan / 2010 Officer Stock Option Award Agreement (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchsuch Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Optionee’s possession. “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of an Employer or other Affiliate.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee’s obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchor

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee’s obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchsuch Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Optionee’s possession. “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of an Employer or other Affiliate.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee's obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchthe

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which the Optionee enters into competition with an Employer or other Affiliate, or misappropriates confidential information of an Employer or other Affiliate, in each case as determined by the Company in its sole discretion. As of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefor, an amount in cash determined by multiplying the number of shares of Common Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Common Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Common Stock on the date of such exercise and (ii) the purchase price per share of Common Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 is therefore fair and reasonable, and not a penalty. The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to this Section 1.2 from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphthis Award Agreement, the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporationPerson, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any competing product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, (ii) directly or indirectly, individually or in conjunction with any person, firm or corporationPerson, becomes employed in the business or engages in the business of providing wireless, telephone or broadband products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or such.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with the Company or an Employer or other Affiliate, Affiliate or misappropriates confidential information of the Company or an Employer or other Affiliate, in each case as determined by the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Common Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Common Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Common Stock on the date of such exercise and (ii) the purchase price per share of Common Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of the Company or an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee's obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphthis Award Agreement, the Optionee shall be treated as entering into competition with the Company or an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporationPerson, has contact with any customer of the Company or an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of the Company or an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any competing product or service, except to the extent such contact is made on behalf of the Company or an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporationPerson, becomes employed in the business or engages in the business of providing wireless, telephone or broadband wireless products or services in any geographic territory in which the Company or an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with the Company or an Employer or other Affiliate in any manner or otherwise engages in the business of the Company or an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of the Company or an Employer or other Affiliate if the Optionee (i) uses confidential information (as described defined below) for the benefit of anyone other than the Company or an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by the Company or an Employer Affiliate, as the case may be, to receive such information; (ii) upon termination of employment, makes any summaries of, takes any notes with respect to or suchmemorizes any confidential information or takes any confidential information or

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which the Optionee enters into competition with an Employer or other Affiliate, or misappropriates confidential information of an Employer or other Affiliate, in each case as determined by the Company in its sole discretion. As of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefor, an amount in cash determined by multiplying the number of shares of Common Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Common Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Common Stock on the date of such exercise and (ii) the purchase price per share of Common Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 is therefore fair and reasonable, and not a penalty. For purposes of the preceding paragraph, the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporationPerson, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any competing product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, (ii) directly or indirectly, individually or in conjunction with any person, firm or corporationPerson, becomes employed in the business or engages in the business of providing wireless, telephone or broadband products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or such.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee’s obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband wireless products or and services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchsuch Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Optionee’s possession. “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of an Employer or other Affiliate.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole (b) The Optionee may be released from the Optionee’s obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion. As discretion that such release is in the best interests of the date of such competition or misappropriation, the Option granted pursuant to Company. (c) The Optionee agrees that by executing this Award Agreement automatically shall terminate the Optionee authorizes the Employers and thereby be forfeited any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the extent it has Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not been exercised. In the event be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of such competition or misappropriation, setoff with respect to any amount payable to the Optionee shall pay the Company, within five business days not constitute a waiver of receipt by the Optionee this right of a written demand therefor, an setoff with respect to any other amount in cash determined by multiplying the number of shares of Stock purchased pursuant payable to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or any other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 is therefore fair and reasonable, and not a penaltyremedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, Affiliate or (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchsuch Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Optionee’s possession. “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of an Employer or other Affiliate.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with the Company or an Employer or other Affiliate, Affiliate or misappropriates confidential information of the Company or an Employer or other Affiliate, in each case as determined by the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Common Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Common Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 1.7 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Common Stock on the date of such exercise and (ii) the purchase price per share of Common Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of the Company or an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.6(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee's obligations under this Section 1.6 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.6(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphthis Award Agreement, the Optionee shall be treated as entering into competition with the Company or an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporationPerson, has contact with any customer of the Company or an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of the Company or an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any competing product or service, except to the extent such contact is made on behalf of the Company or an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporationPerson, becomes employed in the business or engages in the business of providing wireless, telephone telephone, broadband or broadband information technology products or services in any geographic territory in which the Company or an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with the Company or an Employer or other Affiliate in any manner or otherwise engages in the business of the Company or an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of the Company or an Employer or other Affiliate if the Optionee (i) uses confidential information (as described defined below) for the benefit of anyone other than the Company or an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by the Company or an Employer Affiliate, as the case may be, to receive such information; (ii) upon termination of employment, makes any summaries of, takes any notes with respect to or suchmemorizes any confidential information or takes any confidential information or reproductions thereof from the facilities of the Company or an Affiliate or (iii) upon termination of employment or upon the request of the Company or an Affiliate, fails to return all confidential information then in the Optionee’s possession. “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of the Company or an Affiliate.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee's obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband wireless products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchsuch Affiliate, as the case may be, to receive such information, (ii) upon termination of employment or service, makes any summaries of, takes any notes with respect to or memorizes or takes any confidential information or reproductions thereof from the facilities of an Employer or other Affiliate or (iii) upon termination of employment or service or upon the request of an Employer or other Affiliate, fails to return all confidential information then in the Optionee’s possession. “Confidential information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of an Employer or other Affiliate.

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. . (b) The Optionee acknowledges and agrees that may be released from the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that Optionee's obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is therefore fair in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and reasonableany Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer's or an Affiliate's election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a penaltywaiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchextent

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee pursuant to Section 1.3 or Section 2.4 or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. . (b) The Optionee acknowledges and agrees that may be released from the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that Optionee's obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is therefore fair in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and reasonableany Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer's or an Affiliate's election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a penaltywaiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, Affiliate or (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchother

Termination of Option and Forfeiture of Option Gain Upon Competition or Misappropriation of Confidential Information. (a) Notwithstanding any other provision herein, the Option granted pursuant to this Award Agreement shall not be exercisable on or after any date on which if the Optionee enters into competition with an Employer or other Affiliate, Affiliate or misappropriates confidential information of an Employer or other Affiliate, as determined by the Committee or the Company in its sole discretion. As , then (i) as of the date of such competition or misappropriation, the Option granted pursuant to this Award Agreement automatically shall terminate and thereby be forfeited to the extent it has not been exercised. In the event of such competition or misappropriation, exercised and (ii) the Optionee shall pay the Company, within five business days of receipt by the Optionee of a written demand therefortherefore, an amount in cash determined by multiplying the number of shares of Stock purchased pursuant to each exercise of the Option within the six months immediately preceding such competition or misappropriation (without reduction for any shares of Stock delivered by the Optionee or withheld by the Company pursuant to Section 1.3 or Section 2.4) by the difference between (i) the Fair Market Value of a share of Stock on the date of such exercise and (ii) the purchase price per share of Stock set forth in the first paragraph of this Award Agreement. The Optionee acknowledges and agrees that the Option, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of an Employer or other Affiliate. The Optionee acknowledges and agrees that this Section 1.2 1.2(a) is therefore fair and reasonable, and not a penalty. (b) The Optionee may be released from the Optionee’s obligations under this Section 1.2 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. (c) The Optionee agrees that by executing this Award Agreement the Optionee authorizes the Employers and any Affiliate to deduct any amount owed by the Optionee pursuant to Section 1.2(a) from any amount payable by the Employers or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any other remedy. For purposes of the preceding paragraphSection 1.2(a), the Optionee shall be treated as entering into competition with an Employer or other Affiliate if the Optionee (i) directly or indirectly, individually or in conjunction with any person, firm or corporation, has contact with any customer of an Employer or other Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or other Affiliate for the purpose of soliciting or selling to such customer or prospective customer any product or service, except to the extent such contact is made on behalf of an Employer or other Affiliate, ; (ii) directly or indirectly, individually or in conjunction with any person, firm or corporation, becomes employed in the business or engages in the business of providing wireless, telephone or broadband products or services in any geographic territory in which an Employer or other Affiliate offers such products or services or has plans to do so within the next twelve months or (iii) otherwise competes with an Employer or other Affiliate in any manner or otherwise engages in the business of an Employer or other Affiliate. The Optionee shall be treated as misappropriating confidential information of an Employer or other Affiliate if the Optionee (i) uses confidential information (as described below) for the benefit of anyone other than an Employer or such Affiliate, as the case may be, or discloses the confidential information to anyone not authorized by an Employer or suchthe