Sprint - Nextel 2011 Annual Report Download - page 176

level of services performed by the Executive over the immediately preceding 36-month period (or if providing services for less than
36 months, such lesser period) after taking into account any services that the Executive provided prior to such date or that the
Company and the Executive reasonably anticipate the Executive may provide (whether as an employee or as an independent
contractor) after such date. For purposes of the determination of whether the Executive has had a Separation from Service, the term
“Company” shall mean the Company and any affiliate with which the Company would be considered a single employer under Code
Section 414(b) or 414(c), provided that in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled
group of corporations under Code Section 414(b), the language “at least 50 percent” is used instead of “at least 80 percent” each place
it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of
determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c),
“at least 50 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2. In
addition, where the use of such definition of “Company” for purposes of determining a Separation from Service is based upon
legitimate business criteria, in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of
corporations under Code Section 414(b), the language “at least 20 percent” is used instead of “at least 80 percent” at each place it
appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining
trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 20
percent” is used instead of “at least 80 percent” at each place it appears in Treasury Regulation Section 1.414(c)-2.
(pp) “Separation Plan” means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as
may be amended from time to time or any successor plan, program, arrangement or agreement thereto.
(qq) “Specified Employee” shall mean an Executive who is a “specified employee” for purposes of Code Section
409A, as administratively determined by the Board in accordance with the guidance and Treasury regulations issued under Code
Section 409A.
(rr) “STIP” means the Company’s short-term incentive plan under Section 8 of the Company’s 2007 Omnibus
Incentive Plan, effective May 8, 2007, and amended and restated February 11, 2008, as may be amended from time to time, or any
successor plan, program or arrangement thereto.
(ss) “Subsidiary” shall mean any entity, corporation, partnership (general or limited), limited liability company,
entity, firm, business organization, enterprise, association or joint venture in which the Company directly or indirectly controls ten
percent (10%) or more of the voting interest. Notwithstanding the foregoing, for purposes of Section 3(a), “Subsidiary” shall mean any
affiliate with which the Company would be considered a single employer as described in the definition of Separation from Service.
(tt) “Target Bonuses” has the meaning set forth in Section 4(b)(i).
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