Sprint - Nextel 2013 Annual Report Download - page 92

Table of Contents
death, our named executive officers would be entitled to not only their accrued benefits noted above, but other payments and benefits as set forth in more detail
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 close of a merger, reorganization, business combination or similar transaction after which: Sprint's stockholders do not hold more than 50% of
the combined entity, the members of Sprint's board 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. After closing of the SoftBank Merger, the board amended the
definition of "Change in Control" to (1) exclude SoftBank or its controlled affiliates from the change in control trigger associated with a group acquiring 30
percent or more of the combined voting power of the Company, and (2) include Sprint ceasing to have equity securities trading on a national securities exchange
as a change in control.
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:
compensation target opportunity, except for across
- the - board reductions; certain relocations; or
The following table, footnotes and narrative describe the potential payments and benefits that would be provided to our named executive officers
upon each respective hypothetical December 31, 2013 termination of employment scenario, based on the closing price of a share of our common stock of $10.75
on that date. The Non
- CIC column shows the amounts due to each named executive officer in the event of his involuntary termination without cause or
resignation with good reason on December 31, 2013. These amounts include the effect of the SoftBank Merger on July 10, 2013, which was a change in control
of Sprint. Amounts in the CIC column assume a qualifying termination in connection with a subsequent change in control occurring after July 24, 2013.
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our material breach of his employment agreement; a reduction in salary or short - term incentive
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in connection with a change in control:
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a significant and adverse reduction of a named executive officer's duties or responsibilities or organizational status;
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the failure to provide a long - term incentive compensation opportunity comparable to other senior executives or a greater than 10% across -
the - board reduction to any of base salary or short - or long - term incentive compensation opportunities; or
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our failure to obtain an agreement from a successor to assume the employment agreement.