Sprint - Nextel 2012 Annual Report Download - page 258

reimbursement or provision of in - kind benefits made during the Executive's lifetime (or such shorter period prescribed by a specific
provision of this Agreement) shall be made not later than December 31
st
of the year following the year in which the Executive incurs
the expense, and (c) in no event will the amount of expenses so reimbursed, or in - kind benefits provided, by the Company in one
year affect the amount of expenses eligible for reimbursement, or in - kind benefits to be provided, in any other taxable year. Each
payment, reimbursement or in - kind benefit made pursuant to the provisions of this Agreement shall be regarded as a separate
payment and not one of a series of payments for purposes of Code Section 409A. It is intended that any amounts payable under this
Agreement and the Company's and the Executive's exercise of authority or discretion hereunder shall comply with the provisions of
Code Section 409A and the treasury regulations relating thereto so as not to subject the Executive to the payment of the additional
tax, interest and any tax penalty which may be imposed under Code Section 409A. In furtherance of this interest, to the extent that
any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Code
Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A;
and thereafter interpret its provisions in a manner that complies with Code Section 409A. Reference to Code Section 409A is to
Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations,
or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury or the Internal Revenue
Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the
Executive in connection with the Agreement is guaranteed, and the Executive shall be responsible for any taxes, penalties and interest
imposed on him under or as a result of Code Section 409A in connection with the Agreement.
26. Amendment; Waiver . Except as otherwise provided herein, this Agreement may not be modified, amended or
waived in any manner except by an instrument in writing signed by both Parties hereto. No waiver by either Party at any time of any
breach by the other Party hereto or compliance with any condition or provision of this Agreement to be performed by such other
Party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
27. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the same agreement.
28. Headings . Unless otherwise noted, the headings of sections herein are included solely for convenience of reference
and shall not control the meaning or interpretation of any of the provisions of this Agreement.
29. Defined Terms .
(a) “ Agreement ” has the meaning set forth in the preamble.
(b)
“ Base Salary ” has the meaning set forth in Section 4(a).
(c) “ Board ” has the meaning set forth in Section 3(a).
(d)
“ Bonus Award ” has the meaning set forth in Section 4(b)(i).
(e) “ Bylaws ” means the Amended and Restated Sprint Nextel Corporation Bylaws, as may be
amended from time to time.