Sprint - Nextel 2012 Annual Report Download - page 99

Table of Contents
Potential Payments upon Termination of Employment or Change in Control
Upon a December 31, 2012 termination of employment due to a resignation without good reason or termination by us with cause, our named
executive officers would be entitled to only those payments and benefits provided to all our salaried employees on a non - discriminatory basis,
including:
For more information on the deferred compensation benefits available to our named executive officers, see “—Setting Executive
Compensation—Other Components of Executive Compensation.”
Further, pursuant to the terms of our named executive officers' respective employment agreements or our Change in Control Severance
Plan, they would be entitled to not only their accrued benefits noted above, but other payments and benefits upon terminations of employment in the
event of certain situations as described in the narrative and quantified in the table below.
While each of the applicable employment agreements and the Change in Control Severance Plan set forth relevant definitions in full,
generally:
Change in control means: the acquisition by a person or group of 30% or more of Sprint's voting stock; a change in the composition of a
majority of our directors; the consummation of a merger, reorganization, business combination or similar transaction after which: Sprint's shareholders
do not hold more than 50% of the combined entity, the members of Sprint's board of directors do not constitute a majority of the directors of the
combined entity, or a person or group holds 30% or more of the voting securities of the combined entity; or the liquidation or dissolution of Sprint.
The SoftBank Merger will constitute a change in control if consummated. The table below shows, for the CIC column, the amounts due to
each named executive officer in the event of a qualifying termination following a change in control for a transaction other than the SoftBank Merger.
Amounts due in connection with a qualifying termination following the SoftBank Merger, which include items specific to that transaction, will be
disclosed in the proxy statement relating to the SoftBank Merger.
We have cause to terminate the employment of a named executive officer involuntarily where that officer materially breaches his
employment agreement, fails to perform his duties, intentionally acts in a manner that is injurious to us, or violates our code of conduct.
Good reason means the occurrence of any of the following without the named executive officer's consent:
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accrued salary and vacation pay;
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distribution of balances under our 401(k) plan and deferred compensation plan; and
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had their termination not for cause been at their normal retirement, (1) the 2012 STIC plan and the 2010 LTIC plan performance unit award
based on actual performance and made after the Compensation Committee determined whether performance targets were achieved, pro -
rated for their service during the performance period, (2) continued participation in group life and health plans, and (3) accelerated
vesting of options and RSUs granted (at actual performance) and exercisability of vested options for five years.
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our material breach of his employment agreement; a reduction in salary or short - term incentive compensation target opportunity, except
for across
- the - board reductions; certain relocations; and
•
in connection with a change in control:
◦
a significant and adverse reduction of an executive's duties or responsibilities or organizational status;
◦
the failure to provide a long - term incentive compensation opportunity comparable to other senior executives or a greater than 10%
maximum across - the - board reduction to any of base salary or short - or long - term incentive compensation opportunities; or
◦
our failure to obtain an agreement from a successor to assume the employment agreement.