Sprint - Nextel 2015 Annual Report Download - page 354

under Section 409A of the Code, the parties agree to amend this Agreement in order to bring this Agreement into compliance with
Section 409A of the Code; and thereafter interpret its provisions in a manner that complies with Section 409A of the Code.
Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also 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/her] 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 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: