Sprint - Nextel 2015 Annual Report Download - page 367

For purposes of this Plan, an act, or failure to act, shall not be deemed to be “willful” unless it is done, or omitted to be done,
by the Participant in bad faith or without a reasonable belief that the action or omission was in the best interests of a
Company.
(h) “ Change in Control ” means, effective with respect to transactions occurring after September 16, 2013, the
occurrence of any of the following events:
(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”), except SOFTBANK CORP. or any other entity that “controls,” is “controlled by” or is “under
common control with the Corporation or SOFTBANK CORP. within the meaning of Rule 405 of Regulation
C under the Securities Act, becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of thirty percent (30%) or more of the combined voting power of the then-
outstanding Voting Stock of the Corporation; except , that:
(A) for purposes of this clause (i), the following acquisitions shall not constitute a Change in Control: (1)
any acquisition of Voting Stock of the Corporation directly from the Corporation that is approved by a
majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Corporation by the
Corporation or any Subsidiary, (3) any acquisition of Voting Stock of the Corporation by the trustee or
other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any Subsidiary, and (4) any acquisition of Voting Stock of the
Corporation by any Person pursuant to a Business Transaction that complies with clauses (A), (B) and
(C) of clause (ii) below;
(B) if any Person becomes the beneficial owner of thirty percent (30%) or more of combined voting power
of the then-outstanding Voting Stock of the Corporation as a result of a transaction or series of
transactions described in sub-clause (1) of clause (i)(A) above and such Person thereafter becomes the
beneficial owner of any additional shares of Voting Stock of the Corporation representing one percent
(1%) or more of the then-outstanding Voting Stock of the Corporation, other than as a result of (x) a
transaction described in sub-clause (1) of clause (i)(A) above, or (y) a stock dividend, stock split or
similar transaction effected by the Corporation in which all holders of Voting Stock are treated equally
then such subsequent acquisition shall be treated as a Change in Control;
(C) a Change in Control will not be deemed to have occurred if a Person becomes the beneficial owner of
thirty percent (30%) or more of the Voting Stock of the Corporation as a result of a reduction in the
number of shares of Voting Stock of the Corporation outstanding pursuant to a transaction or series of
CIC Severance Plan
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