Sprint - Nextel 2012 Annual Report Download - page 255

dispute to binding arbitration, which shall be the exclusive forum for resolving such claims. Such arbitration will be
administered by Judicial Arbitration and Mediation Services, Inc. ( “ JAMS ” ) pursuant to its Employment Arbitration Rules
and Procedures and governed by Kansas law. The arbitration shall be conducted by a single arbitrator selected by the Parties
according to the rules of JAMS. In the event that the Parties fail to agree on the selection of the arbitrator within 30 days after
either Party's request for arbitration, the arbitrator will be chosen by JAMS. The arbitration proceeding shall commence on a
mutually agreeable date within 90 days after the request for arbitration, unless otherwise agreed by the Parties, and in the
location where the Executive worked during the six months immediately prior to the request for arbitration if that location is in
Kansas or Virginia, and if not, the location will be Kansas, unless the Parties agree otherwise.
(b)
The Parties agree that each will bear their own costs and attorneys' fees. The arbitrator shall not
have authority to award attorneys' fees or costs to any Party.
(c) The arbitrator shall have no power or authority to make awards or orders granting relief that would
not be available to a Party in a court of law. The arbitrator's award is limited by and must comply with this Agreement and
applicable federal, state, and local laws. The decision of the arbitrator shall be final and binding on the Parties.
(d)
Notwithstanding the foregoing, no claim or controversy for injunctive or equitable relief
contemplated by or allowed under applicable law pursuant to Sections 10, 11, 12 and 13 of this Agreement will be subject to
arbitration under this Section 16, but will instead be subject to determination in a court of competent jurisdiction in Kansas,
which court shall apply Kansas law consistent with Section 21 of this Agreement, where either Party may seek injunctive or
equitable relief.
17. Other Agreements . No agreements (other than the agreements evidencing any grants of equity awards) or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. Each party to this Agreement acknowledges that no representations, inducements,
promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining
to the subject matter hereof, which are not embodied herein, and that no prior and/or contemporaneous agreement, statement or
promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party.
18. Withholding of Taxes . The Company will withhold from any amounts payable under this Agreement all federal,
state, city or other taxes as the Company is required to withhold pursuant to any law or government regulation or ruling.
19. Successors and Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to
perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company
and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially
all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and
such successor shall thereafter