Sprint - Nextel 2011 Annual Report Download - page 157

9. Termination.
(a) Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the
Employment Term, the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns without Good
Reason, the Executive shall not be eligible to receive Base Salary or to participate in any Employee Plans with respect to future
periods after the date of such termination or resignation except for the right to receive accrued but unpaid cash compensation and
vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.
(b) Termination by the Company Without Cause or Resignation by the Executive for Good Reason outside of the CIC
Severance Protection Period. If, during the Employment Term, the Executive’s employment is terminated by the Company without
Cause or the Executive terminates for Good Reason prior to, or following expiration of, the CIC Severance Protection Period and such
termination constitutes a Separation from Service or the Executive is entitled to severance compensation and benefits under this
Section 9(b) pursuant to the provisions of Section 9(c), the Executive shall be entitled to receive from the Company: (1) the
Executive’s accrued, but unpaid, Base Salary through the date of termination of employment, payable in accordance with the
Company’s normal payroll practices and any vested benefits under any Employee Plan in accordance with the terms of such Employee
Plan and applicable law, and (2) conditioned upon the Executive executing a Release within the Release Consideration Period and
delivering it to the Company with the Release Revocation Period expired without revocation, and in full satisfaction of the Executive’s
rights and any benefits the Executive might be entitled to under the Separation Plan and this Agreement and any requirements of the
Worker Adjustment and Retraining Notification Act or similar law, unless otherwise specified herein:
(i) periodic payments equal to his Base Salary in effect prior to the termination of his employment, which payments
shall be paid to the Executive in equal installments on the regular payroll dates under the Company’s payroll practices
applicable to the Executive on the date of this Agreement for the Payment Period, except that if the Executive is a Specified
Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred
compensation within the meaning of Code Section 409A, such installments shall not commence until after the end of the six
continuous month period following the date of the Executive’s Separation from Service, in which case, the Executive shall be
paid a lump-sum cash payment equal to the aggregate amount of missed installments during such period on the first day of the
seventh month following the date of the Executive’s Separation from Service;
(ii) (A) receive a pro rata payment of the Bonus Award for the portion of the Company’s current fiscal year prior to
the date of termination of his employment; (B) receive a pro rata payment of the Capped Bonus Award for the portion of the
Company’s current fiscal year following the date of termination of his employment; (C) receive for the next fiscal year
following the fiscal year during which his termination of employment occurs, the Capped Bonus Award, or if his Payment
Period ends during such fiscal year, a pro rata portion of the Capped Bonus Award; and (D) if his Payment Period
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