Sprint - Nextel 2011 Annual Report Download - page 297

(v) “Good Reason” means that an Executive shall have made a good faith determination that one or more of the following has
occurred:
(i) any significant and adverse change in the Executive’s duties, responsibilities and authority, as compared in each case to
the corresponding circumstances in place on the Reference Date;
(ii) a relocation of the Executive’s principal work location as established on the Reference Date to a location that is more
than 30 miles away from such location;
(iii) a reduction in the Executive’s salary or bonus potential that is not in either case agreed to by the Executive, or any other
significant adverse financial consequences associated with the Executive’s employment as compared to the corresponding
circumstances in place on the Reference Date; or
(iv) a breach by any Employer of its obligations under any agreement to which the Employer and the Executive are parties
that is not cured within 20 business days following the Employer’s receipt of a written notice from the Executive specifying the
particulars of such breach in reasonable detail.
(w) “Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted
in tandem with an Option Right or similar right.
(x) “Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under Section 422 of
the Code or any successor provision thereto.
(y) “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 Committee, Option Rights,
Appreciation Rights, Restricted Stock, Deferred Shares, dividend credits and other awards pursuant to this Plan. Management Objectives may
be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or of the
Employer, division, department, region or function within the Employer. The Management Objectives may be made relative to the
p
erformance of other companies. The Management Objectives applicable to any award to a Covered Employee will be based on specified
levels of or growth in one or more of the following criteria:
(i) revenue growth; (ii) earnings before interest, taxes, depreciation and amortization; (iii) operating income, (iv) pre- or after-tax income; (v)
net earnings; (vi) operating cash flow/net assets ratio; (vii) debt/capital ratio; (viii) return on total capital; (ix) return on equity; (x) earnings
p
er share growth; (xi) economic value added; (xii) total shareholder return; (xiii) improvement in or attainment of expense levels; (xiv)
improvement in or attainment of working capital levels; (xv) net additional subscribers; (xvi) customer retention (churn); (xvii) customer
service; (xviii) operating income before depreciation and amortization; (xix) share price; (xx) employee satisfaction; (xxi) employee retention;
or (xxii) a selected external measure of the selected Management Objective.
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