Sprint - Nextel 2013 Annual Report Download - page 256

devote his entire business time and attention to the performance of said duties and responsibilities and to use his best efforts to promote and
develop the business of Employer.
Executive ’ s employment may be terminated by either party in accordance with Sections 5, 6, 7, or 8 herein.
During employment, Executive shall be entitled to receive a base annual salary, shall be reimbursed for reasonable expenses incurred
and accounted for in accordance with the policies and procedures of Employer, and shall be entitled to vacation pay and other benefits
applicable to employees generally, each as may from time to time be established, amended or terminated. In addition, Executive (a) was
awarded an option to purchase 10,000 shares of common stock as set forth in a stock option agreement of even - date herewith, attached
hereto and incorporated herein (the “ Stock Option Agreement ” ) and (b) shall be entitled to the Special Compensation set forth in Section 5
hereof in accordance with the terms of this Agreement.
At any time, Employer may terminate Executive ’ s employment for any reason. If Executive ’ s termination is other than pursuant to
Section 6, and provided such termination constitutes a Separation from Service, Executive shall, subject to the other provisions of this Section
5, be entitled to the following Special Compensation (as that term is defined in this Section 5) in lieu of any benefits available under any and all
Employer separation plans or policies, except as noted in Section 17. If Executive ’ s termination is pursuant to Sections 5, 6 or 7, Executive ’ s
obligations under Sections 11, 12, 13, and 14 hereof shall continue.
For purposes of this Agreement, “ Special Compensation ” shall entitle Executive:
(a) to continue to receive for a period of eighteen (18) continuous months beginning on the Separation from Service
date (the “ Severance Period ” ) payments equal to his base annual salary in effect at the date of termination of employment, which
payments shall be paid to Executive in equal installments on the regular payroll dates under the Employer ’ s payroll practices applicable
to Executive on the date of this Agreement, except that if the Executive is a “ specified employee ” for purposes of Section 409A (as
defined in Section 26 of this Agreement), as administratively determined by the Board of Directors of Sprint in accordance with the
guidance and Treasury regulations issued under Section 409A, with respect to any amount payable by reason of the Separation from
Service that constitutes deferred compensation within the meaning of Section 409A, such installments shall not commence until after
the end of the six continuous month period following the date of Executive ’ s Separation from Service, in which case, Executive shall
be paid a lump - sum cash payment equal to the aggregate amount of missed installments during the period on the first day of the
seventh month following the date of the Executive ’ s Separation from Service;
(b) to receive a bonus, based on actual performance results, up to the target amount, under Sprint ’ s short - term incentive plans
under Section 8 of Sprint ’ s 2007 Omnibus Incentive
-2-
Schieber Special Compensation Agreement 12.19.2008
3.
Employment Term .
4.
Compensation and Benefits.
5.
Termination by Employer: Special Compensation .