Sprint - Nextel 2011 Annual Report Download - page 222

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(a) All determinations required to be made under this Section 4.05, including whether an Excise Tax is payable by the Participant
and the amount of such Excise Tax, shall be made by the Accounting Firm. The Corporation shall direct the Accounting Firm
to submit its determination and detailed supporting calculations to the relevant Company and the Participant within fifteen (15)
calendar days after the date of the Participant’s termination, if applicable, and any other such time or times as may be requeste
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y such Company or the Participant. If the Accounting Firm determines that no Excise Tax is payable by the Participant, it
shall, at the same time as it makes such determination, furnish the Participant with an opinion that the Participant has
substantial authority not to report any Excise Tax on the Participant’s federal, state, local income or other tax return.
(b) The Corporation and the Participant shall each provide the Accounting Firm access to and copies of any books, records an
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documents in the possession of the Corporation or the Participant, as the case may be, reasonably requested by the Accounting
Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination
contemplated by Section 4.05(a). Any reasonable determination by the Accounting Firm of the type contemplated by Section
4.05(a) (and supported by the calculations done by the Accounting Firm) shall be binding upon such Company and the
Participant.
(c) The federal, state and local income or other tax returns filed by the Participant shall be prepared and filed on a consistent basis
with the determination of the Accounting Firm with respect to the Excise Tax, if any, payable by the Participant. The
Participant shall make proper payment of the amount of any Excise Tax, and upon request, provide to the Corporation true an
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correct copies (with any amendments) of the Participant’s federal income tax return as filed with the Internal Revenue Service
and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such othe
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documents reasonably requested by the Corporation, evidencing such filing and payment.
(d) The Corporation will pay the fees and expenses of the Accounting Firm for its services in connection with the determinations
and calculations contemplated by Section 4.05(a) and Section 4.05(c). If such fees and expenses are initially paid by the
Participant, subject to Section 4.02, the Corporation shall reimburse the Participant the full amount of such fees and expenses
within ten (10) business days after receipt from the Participant of reasonable evidence of payment.