Sprint - Nextel 2013 Annual Report Download - page 247

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 Section 409A of the Code 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.
(f) “ Capped Bonus Award ” shall mean the lesser of the annual Target Bonus or actual performance for such
fiscal year in accordance with the then existing terms of the STIP, which shall not be payable until the Compensation Committee has
determined that any incentive targets have been achieved and the subsequent designated payout date has arrived.
(g) “ Cause ” shall mean:
(i) any act or omission constituting a material breach by the Executive of any provisions of this Agreement;
(ii) the willful failure by the Executive to perform his duties hereunder (other than any such failure resulting from
the Executive ’ s Disability), after
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