Sprint - Nextel 2011 Annual Report Download - page 171

Code Section 409A. It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of
authority or discretion hereunder shall comply with the provisions of Code Section 409A and the treasury regulations relating thereto so as
not to subject the Executive to the payment of the additional tax, interest and any tax penalty which may be imposed under Code Section
409A. In furtherance of this interest, to the extent that any provision hereof would result in the Executive being subject to payment of the
additional tax, interest and tax penalty under Code Section 409A, the parties agree to amend this Agreement in order to bring this Agreement
into compliance with Code Section 409A; and thereafter interpret its provisions in a manner that complies with Code Section 409A.
Reference to Code Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed,
temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury or the
Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by
the Executive in connection with the Agreement is guaranteed, and the Executive shall be responsible for any taxes, penalties and interest
imposed on him under or as a result of Code Section 409A in connection with the Agreement.
26. Amendment; Waiver. Except as otherwise provided herein, this Agreement may not be modified, amended or waived in any
manner except by an instrument in writing signed by both Parties hereto. No waiver by either Party at any time of any breach by the other
Party hereto or compliance with any condition or provision of this Agreement to be performed by such other Party will be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same agreement.
28. Headings. Unless otherwise noted, the headings of sections herein are included solely for convenience of reference and shall not
control the meaning or interpretation of any of the provisions of this Agreement.
29. Defined Terms.
(a) “Agreement” has the meaning set forth in the preamble.
(b) “Base Salary” has the meaning set forth in Section 4(a).
(c) “Board” has the meaning set forth in Section 3(a).
(d) “Bonus Award” has the meaning set forth in Section 4(b)(i).
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