Sprint - Nextel 2011 Annual Report Download - page 213

Good Reason in accordance with Section 6.15(b) (the “Good Reason Period”). Notwithstanding the foregoing, the lapse of such
Participant’s right to resign for Good Reason will only apply to the event giving rise to Good Reason. For the avoidance of doubt, the
Participant shall have the right to resign for Good Reason, as provided in this Section 2.01(u), upon the occurrence of a subsequent
and independent event giving rise to Good Reason.
8
(v) “Good Reason Period” has the meaning set forth in Section 2.01(u).
(w) “Incumbent Directors” means the individuals who, as of the Effective Date, are Directors of the Corporation, and any
individual becoming a Director after the Effective Date whose election, nomination for election by the Corporation’s
stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a
specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee fo
r
director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director i
f
such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as
described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual o
r
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
(x) “Initial Term” has the meaning set forth in Section 5.02.
(y) “JAMS” has the meaning set forth in Section 6.08(a).
(z) “Parties” has the meaning set fourth in Section 6.08(a).
(aa) “Participant” means each full-time employee of a Company who is recommended to the Compensation Committee by the
Chief Executive Officer for participation in the Plan and whose participation in the Plan has been approved by the
Compensation Committee as provided in Article Three and who continues to remain employed by a Company either up
through a Change in Control or up to a termination of employment that qualifies as a Pre-CIC Termination, except as
otherwise removed from Participation pursuant to Article Three.
(bb) “Participating Employer” means the Corporation and any Subsidiary of the Corporation that is designated as a Participating
Employer under the Plan by the Board, excluding, however, any division of the Corporation or of a Subsidiary or affiliate o
f
the Corporation that is designated by the Board as ineligible to participate in the Plan. Appendix III contains a list of the
Participating Employers currently participating in the Plan that have adopted the Plan pursuant to Article Six.
(cc) “Payment” has the meaning set forth in Section 4.05.
(dd) “Person” has the meaning set forth in Section 2.01(h)(i).
(ee) “Plan” has the meaning set forth in Section 1.01, as such may be amended from time to time, or any successor plan, program
or arrangement thereto.
(ff) “Pre-CIC Termination” means the termination of a Participant without Cause if (i) the termination occurs in the six-month
p
eriod before a Change in Control at the request of a third party in contemplation of a Change in Control, (ii) the Change in
Control occurs, and (iii) the termination constitutes a Separation from Service.
(gg) “Release” means a release of claims and a non-compete agreement and other restrictive covenants in a form provided to the
Participant by the Corporation in connection with the payment of benefits under this Plan.
(hh) “Release Consideration and Revocation Period” means the combined total of the Release Consideration Period and the Release
Revocation Period.
(ii) “Release Consideration Period” means the period of time pursuant to the terms of a Release afforded a Participant to conside
r
whether to sign it.
(jj) “Release Revocation Period” means the period pursuant to the terms of an executed Release in which it may be revoked by a
Participant.
(kk) “Renewal Term” has the meaning set forth in Section 5.02.
(ll) “Separation from Service” means “separation from service” from an Employer as described under Code Section 409A and any
governing Internal Revenue Service guidance and Treasury regulations. A Participant who is a Board member does not have a
Separation from Service until he or she has a Separation from Service with respect to both his or her employment and his o
r
her Board membership. “Employer” means the Corporation and any affiliate with which the Corporation is treated as a single
employer under Code Section 414(b) or 414(c), as modified in (i) and (ii) below.
(i) 50 Percent-Owned Entities. In applying Code Sections 1563(a)(1), (2), and (3) to Code Section 414(b), the language “at
least 50 percent” is used instead of “at least 80 percent” each place it appears. In applying Treasury Regulation Section
1.414(c)-2 to trades or businesses (whether or not incorporated) that are under common control under Code Section 414
(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears.