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Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on
the deferral amounts. All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting
forth the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and
whether the election can be changed until the date it is irrevocable.
(j) Any Award granted under the terms of this Plan may specify in the Evidence of Award that the Participant is subject to
restrictive covenants including, but not limited to, covenants not to compete and covenants not to solicit, unless otherwise determined by the
Compensation Committee.
(k) Participants shall provide the Corporation with a completed, written election form setting forth the name and contact
information of the person who will have beneficial ownership rights of Awards made to the Participant under this Plan upon the death of the
Participant.
(l) If any provision of this Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify this
Plan or any Award under any law deemed applicable by the Board or the Compensation Committee, such provision shall be construed or
deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Board or the Compensation Committee, it shall
be stricken and the remainder of this Plan shall remain in full force and effect.
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EXHIBIT 10.56
NEXTEL COMMUNICATIONS, INC.
AMENDED AND RESTATED INCENTIVE EQUITY PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008)
1. Establishment; Purpose.
(a) The Plan is an amendment, restatement and continuation of the Nextel Communications, Inc. Amended and Restated Equity
Incentive Award Plan (as amended and restated November 16, 2000 and July 13, 2005) (the “Original Plan”).
(b) The purpose of this Plan is to attract and retain directors and officers and other key employees of and consultants to Nextel
Communications, Inc. (the “Corporation”) and its Subsidiaries and to provide such persons with incentives and rewards for superior
p
erformance.
2. Definitions. As used in this Plan:
(a) “Accelerated Vesting Period” means the period beginning on the effective date of a Change of Control and ending on the first
anniversary of such effective date.
(b) “Accelerated Vesting Provision” means a provision in an Evidence of Award pursuant to Section 15 of this Plan.
(c) “Appreciation Right” means a right granted pursuant to Section 5 of this Plan, including a Free-Standing Appreciation Right and
a Tandem Appreciation Right.
(d) “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing
Appreciation Right.
(e) “Board” means the Board of Directors of the Corporation.
(f) “Cause” means (i) the conviction of a felony involving an intentional act of fraud, embezzlement or theft in connection with
one’s duties or otherwise in the course of one’s employment with an Employer, (ii) the intentional and wrongful damaging of property,
contractual interests or business relationships of an Employer, (iii) the intentional and wrongful disclosure of secret processes or confidential
information of an Employer in violation of an agreement with or a policy of an Employer, or (iv) intentional conduct contrary to an
Employer’s announced policies or practices (including those contained in the Corporation’s Employee Handbook) where either:
(i) the nature and/or severity of the conduct or its consequences typically would have resulted in immediate termination
based on the Corporation’s established employee termination or disciplinary practices in place on the Reference Date; or
(ii) the employee has been provided with written notice detailing the relevant policy or practice and the nature of the
objectionable conduct or other violation, and within 20 business days of the receipt of such notice the employee has not remedied the
violation or ceased to engage in the objectionable conduct.
(g) “Change of Control” means the occurrence of any of the following events:
Section 9: EX-10.56 (NCI INCENTIVE PLAN AS AMENDED AND RESTATED)