AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT

Exhibit 10.3

 

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT

 

THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of February 9, 2005, by and among Syniverse Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), Syniverse Holdings, Inc., a Delaware corporation (the “Company”), Syniverse Technologies, Inc., a Delaware corporation (“Employer”), and G. Edward Evans (“Executive”).

 

This Agreement amends and restates that certain Senior Management Agreement, dated as of February 14, 2002 (as amended by that certain Amendment to Senior Management Agreement, dated as of April 1, 2003, the “Prior Agreement”), by and among Holdings LLC, Employer and Executive. The Company, Holdings LLC, Employer and Executive desire to amend and restate the Prior Agreement in order to facilitate a dissolution of Holdings LLC and an initial public offering of the Company’s common stock.

 

Holdings LLC and Executive entered into the Prior Agreement pursuant to which Executive purchased, and Holdings LLC sold, 1,979.35 of the Company’s Class B Preferred Units (the “Class B Preferred”) and 6,475,887.65 of the Company’s Common Units (the “Common Units”). All Class B Preferred and Common Units acquired by Executive pursuant to the Prior Agreement are referred to herein as “Executive Securities” (as further defined in Section 9 hereof). Certain definitions are set forth in Section 9 of this Agreement.

 

The execution and delivery of the Prior Agreement by Holdings LLC, Employer and Executive was a condition to the purchase of Class B Preferred and Common Units by GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR Fund VII/A”), GTCR Co-Invest, L.P., a Delaware limited partnership (“GTCR Co-Invest”, together with GTCR Fund VII, GTCR Fund VII/A and any other investment fund managed by GTCR Golder Rauner, L.L.C., each an “Investor” and collectively, the “Investors”) pursuant to a unit purchase agreement between Holdings LLC and the Investors dated as of February 14, 2002 (the “Purchase Agreement”). Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors.

 

Employer desires to employ Executive on the terms and conditions set forth herein, and Executive is willing to accept such employment on such terms and conditions.

 

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NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (i) the parties to the Prior Agreement hereby amend and restate the Prior Agreement, effective as of immediately prior to the earlier of (x) the distribution by Holdings LLC to its members of the outstanding capital stock of the Company and (y) the consummation of the initial Public Offering of the Company’s common stock (such shares, the “Common Shares” and such date, the “Effective Date”) and (ii) the parties to this Agreement hereby agree as follows:

 

PROVISIONS RELATING TO EXECUTIVE SECURITIES

 

1. Purchase and Sale of Executive Securities.

 

(a) On the Effective Date, Executive will acquire 2,846,233 Common Shares and 1,913.163 shares of Class A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”), from the Company as a distribution with respect to the 6,475,887.65 Common Units and 1,979.35 units of Class B Preferred acquired by Executive pursuant to the Prior Agreement. On or promptly following the Effective Date, the Company will deliver to Executive (i) certificates representing any such Common Shares that are vested as of the Effective Date pursuant to Section 2 hereof, and (ii) copies of the certificates representing any such Common Shares that are not then vested pursuant to Section 2 hereof. In exchange, Executive hereby authorizes Holdings LLC and the Company to cancel on the Effective Date the certificate or certificates representing the Class B Preferred and the Common Units.

 

(b) Intentionally omitted.

 

(c) 2,573,722 of the Common Shares acquired pursuant to Section 1(a) hereof are referred to herein as the “Carried Common.” The remaining Common Shares that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common.” All Preferred Stock and the Co-Invest Common acquired by Executive hereunder are referred to herein as the “Co-Invest Shares.”

 

(d) Within 30 days after the purchase of any Carried Common hereunder, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto.

 

(e) Until the occurrence of a Sale of the Company, any certificates evidencing Executive Securities that are not vested as of the Effective Date shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return any such certificates for the Executive Securities to the record holders thereof. At the written request of the Executive, the Company shall provide, not more than once per calendar quarter, certificates evidencing Carried Shares that have then vested to the record holder thereof.

 

(f) In connection with the acquisition of the Common Shares and Preferred Stock hereunder, Executive represents and warrants to the Company that:

 

(i) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Carried Common and Co-Invest Shares;

 

(ii) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; and

 

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(iii) Executive is a resident of the State of Florida.

 

(g) As an inducement to the Company to issue the Carried Common and Co-Invest Shares to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Carried Common and Co-Invest Shares to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company, Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason.

 

(h) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit B attached hereto (the “Stock Powers”) with respect to the Carried Common and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Carried Common to the Company pursuant to Section 3 below and under no other circumstances.

 

(i) Executive is neither a party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement.

 

2. Vesting of Executive Securities.

 

(a) 2,058,977 of the Carried Common issued to executive in respect of the Common Units that have vested pursuant to the Prior Agreement will be vested when issued and the remaining 514,745 shares of Carried Common shall be subject to vesting in the manner specified in this Section 2. The Co-Invest Shares acquired by Executive shall be vested when issued. Except as otherwise provided in Section 2(b) and (c) below, 12.5% of the remaining Carried Common will become vested on each Quarter Date such that on February 14, 2007 the Carried Common will be 100% vested, in each case, however, if and only if as of each such Quarter Date Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including such Quarter Date.

 

(b) Intentionally omitted.

 

(c) Upon the occurrence of a Sale of the Company, all Carried Common that has not yet become vested shall become vested at the time of such event, if as of the date of such event Executive is still employed by the Company, Employer or any of their respective Subsidiaries. Carried Common that have become vested are referred to herein as “Vested Shares.” All Carried Common that have not vested are referred to herein as “Unvested Shares.”

 

3. Repurchase Option.

 

(a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.

 

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(b) In the event of a Separation, the purchase price for each Unvested Share will be Executive’s Original Cost for the Common Unit(s) in respect of which such Share was issued to Executive.

 

(c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares that the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

 

(d) Intentionally omitted.

 

(e) The closing of the purchase of the Unvested Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Unvested Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by a check or wire transfer of funds. The Company will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed.

 

(f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Unvested Shares hereunder that the Company is otherwise entitled to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then (x) the Company may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions and (y) commencing on the date of the Repurchase Notice through the closing of the purchase of the Executive Securities interest shall accrue on such purchase price on a daily basis, at the rate of 10% per annum, compounded on the last day of each calendar quarter.

 

(g) Intentionally omitted.

 

(h) Intentionally omitted.

 

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(i) Intentionally omitted.

 

4. Put Option.

 

(a) In the event of the death or Disability of Executive (for purposes of this Section 4, a “Put Triggering Event”), Executive or one or more of Executive’s transferees or successors (other than the Company and the Investors) may require the Company to repurchase the Unvested Shares held by Executive or Executive’s transferees pursuant to the terms and conditions set forth in this Section 4 (the “Put Option”) by delivering written notice (a “Put Notice”) to the Company within ninety (90) days after the Put Triggering Event.

 

(b) In the event of a Put Triggering Event, the purchase price for each Unvested Share will be Executive’s Original Cost for such share.

 

(c) The closing of the repurchase of the Unvested Shares pursuant to the Put Option shall take place on the date designated by the Company, which date shall not be more than one month nor less than five days after the delivery of the Put Notice by the Executive. The Company will pay for the Unvested Shares to be purchased by it pursuant to the Put Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, a check or wire transfer of funds.

 

(d) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Unvested Shares by the Company pursuant to the Put Option shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Unvested Shares hereunder that the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then (x) the Company shall make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions and (y) commencing on the date of the Put Notice through the closing of the repurchase of the Unvested Shares interest shall accrue on such purchase price on a daily basis, at the rate of 10% per annum, compounded on the last day of each calendar quarter.

 

(e) Intentionally omitted.

 

5. Restrictions on Transfer of Executive Securities.

 

(a) Transfer of Carried Common. The holders of Carried Common shall not Transfer any interest in any Carried Common, except pursuant to (i) the provisions of Section 3 hereof, (ii) a sale of the Company approved by the Board and the holders of a majority of the Common Shares then outstanding (an “Approved Sale”), or (iii) the provisions of Section 5(b) below.

 

(b) Certain Permitted Transfers. The restrictions in this Section 5 will not apply with respect to any Transfer of Carried Common made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the

 

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extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to such sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 5 will continue to be applicable to the Carried Common after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Common must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Common pursuant to a Transfer in accordance with the provisions of this Section 5(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Common pursuant to this Section 5(b), the transferring holder of Carried Common will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

 

(c) Termination of Restrictions. The restrictions set forth in this Section 5 will continue with respect to each share of Carried Common until the earlier of (i) the date on which such share of Carried Common has been transferred in a Public Sale permitted by this Section 5, or (ii) the consummation of a Sale of the Company.

 

6. Additional Restrictions on Transfer of Executive Securities.

 

(a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF FEBRUARY 9, 2005, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF FEBRUARY 9, 2005. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

 

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(b) Opinion of Counsel. No holder of Carried Common may Transfer any Carried Common (except pursuant to an effective registration statement under the Securities Act or a transfer to a member of the Executive’s Family Group) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. In addition, if the holder of the Carried Common delivers to the Company an opinion of counsel that no subsequent Transfer of such Carried Common shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Carried Common that do not bear the Securities Act portion of the legend set forth in Section 6(a). If the Company is not required to deliver new certificates for such Carried Common not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 6.

 

PROVISIONS RELATING TO EMPLOYMENT

 

7. Employment. Employer agrees to employ Executive and Executive accepts such employment for the period beginning as of February 14, 2002 and ending upon his separation pursuant to Section 7(c) hereof (the “Employment Period”).

 

(a) Position and Duties.

 

(i) During the Employment Period, Executive shall serve as the Chief Executive Officer of Employer and its Subsidiaries and shall have the normal duties, responsibilities and authority implied by such position, including, without limitation, the responsibilities associated with all aspects of the daily operations of Employer and its Subsidiaries and the identification, negotiation, completion and integration of any acquisitions made by the Company, Employer or their Subsidiaries, subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override actions of the Chief Executive Officer.

 

(ii) Executive shall report to the Board, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries.

 

(b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary (the “Annual Base Salary”) of $425,000 per annum, subject to any increase as determined by the Board based upon the Company’s achievements of budgetary and other objectives set by the Board. For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of Executive’s then applicable Annual Base Salary based upon the achievement by the Company, Employer and their Subsidiaries of budgetary and other objectives set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreement. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board (including the use of an aircraft leased by the Employer by Evans Motor Sports LLC; provided that Executive or Evans Motor Sports LLC shall pay that percentage of the monthly lease and other fixed costs for such aircraft based on Executive’s actual use of the aircraft on behalf of or in furtherance of business for Evans Motor Sports LLC, and shall reimburse

 

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the Employer for all operating costs of the aircraft in connection with such use. Executive or Evans Motor Sports LLC shall make such payments on a quarterly basis within the thirty (30) days immediately following the end of such quarter.

 

(c) Separation. The Employment Period will continue until (i) Executive’s resignation without Good Reason, Disability or death, (ii) the Board decides to terminate Executive’s employment with Cause; provided that no termination for Cause shall be treated as such until the 15^th day following the date on which the Company has provided notice to the Executive of the Board’s decision to terminate Executive for Cause (such notice to include reasons for the Board’s decision) and within such 15-day period Executive and/or a representative designated by Executive is provided a reasonable opportunity to address the Board, (iii) the Board decides to terminate Executive’s employment without Cause or (iv) the Executive terminates his employment for Good Reason. If Executive’s employment is terminated without Cause pursuant to clause (iii) above or by Executive for Good Reason pursuant to clause (iv) above, during the six-month period commencing on the date of termination (the “Initial Severance Period”), Employer shall pay to Executive each month during the Initial Severance Period an aggregate amount equal to 1/12^th of his Annual Base Salary in effect as of the end of the Employment Period, payable in equal installments on the Employer’s regular salary payment dates. Employer may (in its sole discretion) elect to extend the Initial Severance Period for up to three additional six-month periods (each an “Additional Severance Period”) by providing Executive written notice of such extension no less than 60 days prior to the last day of the Initial Severance Period or the then effective Additional Severance Period and paying Executive during each month of any such Additional Severance Period an additional amount equal to 1/12^th of his Annual Base Salary, payable in equal installments on the Employer’s regular salary payment dates. (The Initial Severance Period and all applicable Additional Severance Periods are collectively referred to herein as the “Severance Period”). The amounts payable pursuant to this Section 7(c) shall be reduced by the amount of any cash compensation Executive earns or receives with respect to any other employment during the period in which he is receiving severance. Upon request from time to time, Executive shall furnish Employer with a true and complete certificate specifying any such compensation earned or received by him while receiving any severance payments from Employer.

 

8. Confidential Information.

 

(a) Obligation to Maintain Confidentiality. Executive acknowledges that the information, observations and data obtained by him during the course of his performance under this Agreement concerning the business and affairs of the Company, Employer and their respective Subsidiaries and Affiliates are the property of the Company, Employer or such Subsidiaries and Affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s, Employer’s and their respective Subsidiaries’ business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not disclose to any unauthorized Person or use for his own account any of such information, observations or data without the Board’s written consent, unless and to the extent that the aforementioned matters, (i) become generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act, (ii) was known to Executive prior to Executive’s employment with Employer, the Company or any of their Subsidiaries and Affiliates, or (iii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at a Separation, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of the Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all

 

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acquisition prospects, lists and contact information) that he may then possess or have under his control.

 

(b) Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

 

(c) Third Party Information. Executive understands that the Company, Employer and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, Employer’s and their respective Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 8(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company, Employer or their respective Subsidiaries or Affiliates who need to know such information in connection with their work for the Company, Employer or their respective Subsidiaries or Affiliates) or use, except in connection with his work for the Company, Employer or their respective Subsidiaries or Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

 

(d) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his duties only information that is (i) generally known and used by Persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company,

 

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Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

 

9. Noncompetition and Nonsolicitation. Executive acknowledges that in the course of his employment with Employer he will become familiar with the Company’s, Employer’s and their respective Subsidiaries’ trade secrets and with other confidential information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company and Employer and such Subsidiaries. Therefore, Executive agrees that:

 

(a) Noncompetition. During the Employment Period and (i) in the event of a termination of Executive’s employment by the Board without Cause or the Executive for Good Reason, the Severance Period or (ii) in the event of a termination of Executive’s employment for any other reason, for a period of two years thereafter (collectively, the “Noncompete Period”), he shall not, anywhere in the world, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business relating to the provision of inter-operability solutions, clearing and settlement services, software and network services and related services to telecommunications companies and other third parties that compete with the businesses of the Company, Employer or their respective Subsidiaries or any business in which the Company, Employer or any of their res