Sprint - Nextel 2011 Annual Report Download - page 212

imposed by state or local law, or (iii) any interest or penalties with respect to any excise tax described in clause (i) or (ii).
(u) “Good Reason” means a Participant’s resignation from employment with a Company in accordance with Section 6.15(b)
after any of the actions listed below are directed at the Participant without the Participant’s written consent (unless cured prio
r
to such resignation):
provided, however, that a Participant’s right to resign his employment for Good Reason will lapse unless such resignation occurs
within sixty (60) days of the event giving rise to
7
(i) Such Company’s material breach of an Employment Agreement with the Participant, if any;
(ii) significant and adverse change in duties and responsibilities which results in a change in a Participant’s tier (an
d
adjusting as appropriate for any changes to the Corporation’s system of classifying employees implemented subsequent
to the Effective Date) as compared with a Participant’s responsibilities or duties immediately prior to the Change in
Control;
(iii) reduction in a Participant’s Base Salary as compared with the Participant’s Base Salary immediately prior to the
Change in Control, except for across-the-board reductions generally applicable to all senior executives;
(iv) reduction in a Participant’s Target Bonus as compared with the Participant’s Target Bonus in effect immediately prio
r
to the Change in Control, except for across-the-board reductions generally applicable to all senior executives;
(v) the failure to provide long-term incentive opportunities to the Participant at a level that is generally comparable to all
senior executives;
(vi) reduction in the aggregate value of Section 2.01(u)(iii), (iv) and (v) as compared with such benefits in effect
immediately prior to the Change in Control, except for across-the-
b
oard reductions of not more than ten percent (10%)
generally applicable to all senior executives;
(vii) reduction in aggregate employee benefits provided to the Participant as compared to the value of aggregate employee
benefits provided immediately prior to the Change in Control, except for across-the-
b
oard reductions generally
applicable to all senior executives;
(viii) a Company requires the Participant to have the Participant’s principal location of work changed to a location more than
fifty (50) miles from the location thereof immediately prior to the Change in Control; or
(ix) failure of any successor to a Company to assume the Participant’s Employment Agreement or this Plan, as applicable;