Sprint - Nextel 2015 Annual Report Download - page 370

provisions of any legislation that amends, supplements or replaces such section or subsection.
(s) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder. Reference to any section or subsection of the Exchange Act includes reference to any comparable or
succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.
(t) “ Excise Tax ” shall mean, collectively, (i) the tax imposed by Section 4999 of the Code by reason of being
“contingent on a change in ownership or control” of the Corporation, within the meaning of Section 280G of the
Code, or (ii) any similar tax imposed by state or local law, or (iii) any interest or penalties with respect to any excise
tax described in clause (i) or (ii).
(u) “ Good Reason ” means a Participant’s resignation from employment with a Company in accordance with Section
6.15(b) after any of the actions listed below are directed at the Participant without the Participant’s written consent
(unless cured prior to such resignation):
(i) Such Company’s material breach of an Employment Agreement with the Participant, if any;
(ii) significant and adverse change in duties and responsibilities which results in a change in a Participant’s tier
(and adjusting as appropriate for any changes to the Corporation’s system of classifying employees
implemented subsequent to the Effective Date) as compared with a Participant’s responsibilities or duties
immediately prior to the Change in Control;
(iii) reduction in a Participant’s Base Salary as compared with the Participant’s Base Salary immediately prior to
the Change in Control, except for across-the-board reductions generally applicable to all senior executives;
(iv) reduction in a Participant’s Target Bonus as compared with the Participant’s Target Bonus in effect
immediately prior to the Change in Control, except for across-the-board reductions generally applicable to all
senior executives;
(v) the failure to provide long-term incentive opportunities to the Participant at a level that is generally
comparable to all senior executives;
(vi) reduction in the aggregate value of Section 2.01(u)(iii), (iv) and (v) as compared with such benefits in effect
immediately prior to the Change in Control, except for across-the-board reductions of not more than ten
percent (10%) generally applicable to all senior executives;
(vii) reduction in aggregate employee benefits provided to the Participant as compared to the value of aggregate
employee benefits provided
CIC Severance Plan
Revision Date: 11.6.15 7