Sprint - Nextel 2011 Annual Report Download - page 168

(d) Notwithstanding the foregoing, no claim or controversy for injunctive or equitable relief contemplated by or
allowed under applicable law pursuant to Sections 10, 11, 12 and 13 of this Agreement will be subject to arbitration under this Section
16, but will instead be subject to determination in a court of competent jurisdiction in Kansas, which court shall apply Kansas law
consistent with Section 21 of this Agreement, where either Party may seek injunctive or equitable relief.
17. Other Agreements. No agreements (other than the agreements evidencing any grants of equity awards) or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in
this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not
embodied herein, and that no prior and/or contemporaneous agreement, statement or promise pertaining to the subject matter hereof that is not
contained in this Agreement shall be valid or binding on either party.
18. Withholding of Taxes. The Company will withhold from any amounts payable under this Agreement all federal, state, city or
other taxes as the Company is required to withhold pursuant to any law or government regulation or ruling.
19. Successors and Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to
perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession
had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company,
including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the
Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the
“Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company,
except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary.
(b) This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees and legatees.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other,
assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and
19(b). Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder will not be
assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the
Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this
Section 19
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