Sprint - Nextel 2011 Annual Report Download - page 266

(z) “Full-Value Awards” means Awards granted pursuant to the terms of this Plan that result in the Corporation transferring
the full value of any underlying share of Common Stock granted pursuant to an Award. Full-Value Awards include all Awards other than
Option Rights, Appreciation Rights or other awards granted pursuant to Section 10 of this Plan with rights which are substantially similar to
an Option Right or Appreciation Right.
(aa) “Good Reason,” except as may be otherwise specified in a Participant’s Evidence of Award, shall have the meaning
assigned such term in (i) the employment agreement, if any, between a Participant and an Employer, or (ii) during the CIC Severance
Protection Period (as defined in the CIC Severance Plan), the CIC Severance Plan, if a Participant is a participant in such plan.
(bb) “Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section
422 of the Code.
(cc) “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
p
roxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination); provided,
however, that an individual shall not be an Incumbent Director if the 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 or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
(dd) “Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan
for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Compensation
Committee or an Authorized Officer, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, other awards
contemplated by Section 10 of this Plan or dividend credits pursuant to this Plan. Management Objectives may be described in terms of
Corporation-wide objectives or objectives that are related to the performance of a joint venture, Subsidiary, business unit, division,
department, business segment, region or function and/or that are related to the performance of the individual Participant. The Management
Objectives may be made relative to the performance of other companies or an index covering multiple companies. The Management
Objectives applicable to any Qualified Performance-Based Award will be based on specified levels of or growth in one or more of the
following criteria:
(i) net sales;
(ii) revenue;
(iii) revenue growth or product revenue growth;
(iv) operating income (before or after taxes, including operating income before depreciation and amortization);
(v) income (before or after taxes and before or after allocation of corporate overhead and bonus);
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