Sprint - Nextel 2011 Annual Report Download - page 154

“Board”), any committee or person delegated by the Board or the Chief Executive Officer of the Company (the “Chief Executive
Officer”). In such capacity, the Executive shall report directly to the Chief Executive Officer of the Company or such other officer of
the Company as may be designated by the Chief Executive Officer. The Executive shall have such duties, responsibility and authority
as may be assigned to the Executive from time to time by the Chief Executive Officer, the Board or such other officer of the Company
as may be designated by the Chief Executive Officer or the Board.
(b) During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed to in
writing by the Company, during reasonable vacations (as set forth in Section 7 hereof) and authorized leave and except as may from
time to time otherwise be permitted pursuant to Section 3(c), devote his best efforts, full attention and energies during his normal
working time to the business of the Company, to any duties as may be delineated in the Company’s Bylaws for the Executive’s
position and title and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board,
any committee or person designated by the Board, or the Chief Executive Officer, in each case, within the framework of the
Company’s policies and objectives.
(c) During the Employment Term, and provided that such activities do not contravene the provisions of Section 3(a)
or Sections 10, 11, 12 or 13 hereof and, provided further, the Executive does not engage in any other substantial business activity for
gain, profit or other pecuniary advantage which materially interferes with the performance of his duties hereunder, the Executive may
participate in any governmental, educational, charitable or other community affairs and, subject to the prior approval of the Chief
Executive Officer serve as a member of the governing board of any such organization or any private or public for-profit company. The
Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by
the amount of such fees.
4. Compensation.
(a) Base Salary. During the Employment Term, the Company shall pay to the Executive an annual base salary of
$450,000 (the “Base Salary”), which Base Salary shall be payable at the times and in the manner consistent with the Company’s
general policies regarding compensation of the Company’s senior executives. The Base Salary will be reviewed periodically by the
Compensation Committee and may be increased (but not decreased, except for across-the-board reductions generally applicable to the
Company’s senior executives) from time to time in the Compensation Committee’s sole discretion.
(b) Incentive Compensation. The Executive will be eligible to participate in any short-term and long-term incentive
compensation plans, annual bonus plans and such other management incentive programs or arrangements of the Company approved
by the Board that are generally available to the Company’s senior executives, including, but not limited to, the STIP and the LTSIP.
Incentive compensation shall be paid in accordance with the terms and conditions of the applicable plans, programs and arrangements.
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