Sprint - Nextel 2011 Annual Report Download - page 209

For purposes of this Plan, an act, or failure to act, shall not be deemed to be “willful” unless it is done, or omitted to be done, by the
Participant in bad faith or without a reasonable belief that the action or omission was in the best interests of a Company.
(h) “Change in Control” means the occurrence of any of the following events:
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(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty
p
ercent (30%) or more of the combined voting power of the then-outstanding Voting Stock of the Corporation; except,
that:
(A) for purposes of this Section 2.01(h)(i), the following acquisitions shall not constitute a Change in Control: (1)
any acquisition of Voting Stock of the Corporation directly from the Corporation that is
approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stoc
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of the Corporation by the Corporation or any Subsidiary, (3) any acquisition of Voting
Stock of the Corporation by the trustee or other fiduciary holding securities under any
employee benefit plan (or related trust) sponsored or maintained by the Corporation o
r
any Subsidiary, and (4) any acquisition of Voting Stock of the Corporation by any Person
pursuant to a Business Transaction that complies with clauses (A), (B) and (C) of Section
2.01(h)(ii);
(B) if any Person becomes the beneficial owner of thirty percent (30%) or more of combined voting power of the
then-outstanding Voting Stock of the Corporation as a result of a transaction or series o
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transactions described in clause (1) of Section 2.01(h)(i)(A) above and such Person
thereafter becomes the beneficial owner of any additional shares of Voting Stock of the
Corporation representing one percent (1%) or more of the then-outstanding Voting Stoc
k
of the Corporation, other than as a result of (x) a transaction described in clause (1) o
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Section 2.01(h)(i)(A) above, or (y) a stock dividend, stock split or similar transaction
effected by the Corporation in which all holders of Voting Stock are treated equally then
such subsequent acquisition shall be treated as a Change in Control;
(C) a Change in Control will not be deemed to have occurred if a Person becomes the beneficial owner of thirty
percent (30%) or more of the Voting Stock of the Corporation as a result of a reduction in
the number of shares of Voting Stock of the Corporation outstanding pursuant to a
transaction or series of transactions that is approved by a majority of the Incumbent
Directors unless and until such Person thereafter becomes the beneficial owner o
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additional shares of Voting Stock of the Corporation representing one percent (1%) o
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more of