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EXHIBIT 10.8
AMENDMENT NO. 4
TO
SEPARATION AGREEMENT
THIS AMENDMENT NO. 4, dated March 21, 1995, is between PACIFIC TELESIS GROUP
("Telesis") and AIRTOUCH COMMUNICATIONS, INC. on behalf of itself and on behalf
of AIRTOUCH COMMUNICATIONS OF CALIFORNIA ("PacTel").
WHEREAS, there is currently in full force and effect between the Parties a
Separation Agreement, effective October 7, 1993, as modified by Amendments No.
1 dated November 2, 1993, No. 2 dated March 25, 1994 and No. 3 dated April 1,
1994 (the "Agreement"); and
WHEREAS, the Parties wish to make certain additional clarifications to the
Agreement;
THEREFORE, the Parties agree that the Agreement is hereby amended as follows:
1. Section 5.4.c of Appendix C (Intellectual Property) is amended to read as
follows:
"c. The license term of the Licensed Marks will expire two years after
the Separation Date. If PacTel adopts the New Name prior to two years
after the Separation Date, then until September 1, 1995 and except as
provided below, PacTel will be permitted to use the tagline "the new
name for PacTel" in connection with the New Name. PacTel will cease all
use of the word "PacTel" in taglines as of 12:01 a.m. on September 1,
1995.
Notwithstanding the above, PacTel agrees to cease using the tagline
"the new name for PacTel", as of 12:01 a.m. on April 15, 1995, in
connection with the following:
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(1) All advertising including, but not limited to, print, radio,
television, any electronic media (including, but not limited to, online
services), outdoor and direct mail, but excluding collateral and
product packaging; provided, however, that PacTel shall change its
yellow pages advertising and other such advertising that can only be
changed annually at the first available opportunity after April 15,
1995;
(2) all correspondence, including letterhead, envelopes and business
cards, reports, filings, newsletters, brochures, presentation
materials, fax cover sheets and other communications sent to the
financial community including, but not limited to, brokers, analysts
and portfolio managers, individual investors and regulatory agencies;
and
(3) all communications with shareowners including, but not limited to,
quarterly and annual reports, proxy statements, correspondence and the
like.
The parties agree that PacTel shall cease using the tagline "the new
name for PacTel" in connection with collateral and product packaging as
of 12:01 a.m. on September 1, 1995.
Nothing in this provision shall require PacTel to recover leased
equipment from customers in order to remove the Licensed Marks provided
that PacTel uses reasonable measures to remove the Licensed Marks
before leased equipment is re-leased by PacTel to PacTel's lease
customers after PacTel has adopted its New Name."
2. PacTel shall use its best efforts to comply with the terms of this Amendment
No. 4, it being understood that isolated, inadvertent uses after the above dates
of documents, such as a piece of letterhead containing the tagline, shall not
constitiute a breach of this Amendment No. 4 or the Agreement.
3. Except as expressly amended by this Amendment No. 4, the provisions of the
Agreement shall continue in full force and effect.
(Signature page follows)
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IN WITNESS WHEREOF, the Parties have caused this Amendment No. 4 to be executed
PACIFIC TELESIS GROUP AIRTOUCH COMMUNICATIONS, INC.
on behalf of itself and on behalf of
AIRTOUCH COMMUNICATIONS OF
CALIFORNIA
By: /s/ Xxxx Xxxxxxx By: /s/ Xxx Xxxx
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Title: Chairman, President Title: Chairman of the Board and CEO
and CEO
Date Signed: March 29, 1995 Date Signed: March , 1995
