Sprint - Nextel 2013 Annual Report Download - page 260

(a) by the Employer other than pursuant to Section 6,
(b) by Executive pursuant to Section 7 hereof,
(c) by Executive if Executive is required to be based anywhere other than his location at the time or the Kansas City metropolitan
area, except for required travel on business to an extent substantially consistent with Executive ’ s business travel obligations immediately prior
the Change in Control;
then, provided such termination constitutes a Separation from Service, Executive shall be entitled to the Special Compensation described in
Section 5 and shall be bound by Section 11, but shall not have any continuing obligations under Sections 12, 13, and 14, except as otherwise
required by common law or statute.
For purposes of this Agreement, a “ Change in Control ” shall be deemed to have occurred if:
(i) any “ person ” ( as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
“ Exchange Act ” )) other than a trustee or other fiduciary holding securities under an employee benefit plan of Sprint or any of its
affiliates, and other than Sprint or a corporation owned, directly or indirectly, by the stockholders of Sprint in substantially the same
proportions as their ownership of stock of Sprint, is or becomes the “ beneficial owner ” ( as defined in Rule 13d - 3 under the Exchange
Act), directly or indirectly, of securities of Sprint representing 20% or more of the combined voting power of Sprint ’ s then outstanding
securities, or
(ii) during any period of two consecutive years (not including any period prior to the date of this Agreement),
incumbent members cease for any reason to constitute a majority of the members of the Board of Directors of Sprint;
provided, however, that a transaction among Employer, France Telecom and Deutsche Bundespost Telekom commonly known as Project
Phoenix shall not constitute a Change in Control for this Agreement and the related Stock Option Agreement. A member of the Board of
Directors of Sprint shall be an “ incumbent member ” if such individual is as of the date of the Original Agreement or at the beginning of the
applicable two consecutive year period a member of the Board of Directors of Sprint, and any new director after the date of the Original
Agreement (other than a director designated by person who has entered into an agreement to effect a transaction described in subparagraph
(i) above) whose election to the Board or nomination for election by the stockholders of Sprint was approved by a vote of at least two - thirds
(2/3) of the directors still in office who either were directors as of the date hereof or as of the first day of the applicable two consecutive year
period or whose election or nomination for election was previously so approved.
All disputes arising under this Agreement, other than those disputes relating to Executive ’ s alleged violations of Sections 11 through 14
herein, shall be submitted to arbitration by the American Arbitration Association of Kansas City, Missouri. Costs of arbitration shall be
-6-
Schieber Special Compensation Agreement 12.19.2008
9.
Dispute Resolution.