Sprint - Nextel 2011 Annual Report Download - page 287

(e) Notwithstanding any provision of this Plan to the contrary, to the extent an Award shall be deemed to be vested or
restrictions lapse, expire or terminate upon the occurrence of a Change in Control and such Change in Control is not a Code Section 409A
Change in Control, then even though such Award may be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence o
f
the Change in Control or any other provision of this Plan, payment will be made, to the extent necessary to comply with the provisions of
Section 409A of the Code, to the Participant on the earliest of: (i) the Participant’s Separation from Service with the Corporation; provided,
however, that if the Participant is a “specified employee” (within the meaning of Section 409A of the Code), the payment date shall be the
date that is six (6) months after the date of the Participant’s Separation from Service with the Employer, (ii) the date payment otherwise
would have been made in the absence of any provisions in this Plan to the contrary (provided such date is permissible under Section 409A of
the Code), or (iii) the Participant’s death.
(f) Unless otherwise provided in a Participant’s employment agreement, if any, between the Participant and an Employer or
any other arrangement with the Corporation or any of its Subsidiaries to which the Participant is a party or participant, if the acceleration of
exercisability under this Section 13, together with all other payments or benefits contingent on the Change in Control within the meaning of
Section 280G of the Code, results in any portion of such payments or benefits not being deductible by the Corporation as a result of the
application of Section 280G of the Code, the payments or benefits shall be reduced until the entire amount of the payments or benefits is
deductible. The reduction shall be effected from Awards made under this Plan by the exclusion, first, of Awards, or portions thereof, that are
not permitted to be valued under Treasury Regulation section 1.280G-1, Q&A 24(c), or any successor provision, and, second, of Awards, or
p
ortions thereof, that are permitted to be valued under Treasury Regulation section 1.280G-1, Q&A 24(c).
14. Detrimental Activity.
(a) Any Evidence of Award may provide that if the Board or the Compensation Committee determines a Participant has
engaged in any Detrimental Activity, either during service with the Corporation or a Subsidiary or within a specified period after termination
of such service, then, promptly upon receiving notice of the Board’s finding, the Participant shall:
(i) forfeit that Award to the extent then held by the Participant;
(ii) in exchange for payment by the Corporation or the Subsidiary of any amount actually paid therefor by the
Participant, return to the Corporation or the Subsidiary, all shares of Common Stock that the Participant has not disposed of
that had been acquired pursuant to that Award;
(iii) with respect to any shares of Common Stock acquired pursuant to that Award that were disposed of, pay to the
Corporation or the Subsidiary, in cash, the difference between:
(A) any amount actually paid by the Participant, and
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