Sprint - Nextel 2012 Annual Report Download - page 102

Table of Contents
Termination as a Result of Death
Had our named executive officers' employment terminated as a result of their death, their estates would have been entitled, as with respect
to our employees generally, to a payment of the 2012 STIC plan award based on target and the 2010 performance units under the 2010 LTIC plan based
on actual performance, with the LTIC plan award prorated for service during the three performance periods, immediate vesting of options and RSUs
granted, and exercisability of vested options for 12 months. Mr. Johnson's estate also would have received continuation of his base salary for 12
months.
Conditions Applicable to the Receipt of Severance Payments and Benefits
As a condition to our named executive officers' entitlement to receive the amounts above, they would have been:
If the named executive officer breached any of these obligations, he would have no rights in, and we would have no obligation to provide,
any severance benefits yet to be paid or provided under his employment agreement and any outstanding equity
- based award granted under his
employment agreement would have terminated immediately.
Compensation of Directors
The compensation of our outside directors is partially equity
- based and is designed to comply with our Corporate Governance Guidelines ,
which provide that the guiding principles behind our outside director compensation practices are: (1) alignment with shareholder interests;
(2) preservation of outside director independence; and (3) preservation of the fiduciary duties owed to all shareholders. Our outside directors are also
reimbursed for direct expenses relating to their activities as members of our board.
Components of Compensation
_________________
96
•
required to execute a release in favor of us;
•
subject to confidentiality and non - disparagement provisions on a permanent basis following the termination of their employment; and
•
for the duration of their payment period, prohibited from:
◦
engaging in certain employment activities with a competitor of ours;
◦
soliciting our employees and certain other parties doing business with us to terminate their relationship with us; and
◦
soliciting or assisting any party to undertake any action that would be reasonably likely to, or is intended to, result in a change in
control or seek to control our board of directors.
Compensation Element
2012 Compensation
Annual Retainer
$80,000
Chairman Retainer
$150,000
Audit Chair Retainer
$20,000
Compensation Chair Retainer
$15,000
Finance, Nominating and other Special Chair
Retainer(1)
$10,000
Meeting Fees (per meeting):
In Person
Telephonic
$2,000
$1,000
Restricted Stock Units(2)
Annual grant value of $110,000
(1)
Includes any non-standing committee of directors established from time to time, but excludes the Executive Committee of the Board of Directors.
(2)
Generally, the restricted stock units, or RSUs, underlying which are shares of our common stock, are granted each year on the date of the annual meeting of
shareholders. Each grant vests in full upon the subsequent annual meeting. Any new outside board