Sprint - Nextel 2015 Annual Report Download - page 371

immediately prior to the Change in Control, except for across-the-board reductions generally applicable to all
senior executives;
(viii) a Company requires the Participant to have the Participant’s principal location of work changed to a location
more than fifty (50) miles from the location thereof immediately prior to the Change in Control; or
(ix) failure of any successor to a Company to assume the Participant’s Employment Agreement or this Plan, as
applicable;
provided , however , that a Participant’s right to resign his employment for Good Reason will lapse unless such resignation
occurs within sixty (60) days of the event giving rise to Good Reason in accordance with Section 6.15(b) (the “Good Reason
Period”). Notwithstanding the foregoing, the lapse of such Participant’s right to resign for Good Reason will only apply to
the event giving rise to Good Reason. For the avoidance of doubt, the Participant shall have the right to resign for Good
Reason, as provided in this Section 2.01(u), upon the occurrence of a subsequent and independent event giving rise to Good
Reason.
(v) “ Good Reason Period ” has the meaning set forth in Section 2.01(u).
(w) “ Incumbent Directors ” means the individuals who, as of the Effective Date, are Directors of the Corporation, and
any individual becoming a Director after the Effective Date whose election, nomination for election by the
Corporation’s stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent
Directors (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is
named as a nominee for director, without objection to such nomination); provided , however , that an individual shall
not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual
or threatened election contest (as described in Rule 14a‑12(c) of the Exchange Act) with respect to the election or
removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board.
(x) “ Initial Term ” has the meaning set forth in Section 5.02.
(y) “ JAMS ” has the meaning set forth in Section 6.08(a).
(z) “ Parties ” has the meaning set fourth in Section 6.08(a).
(aa) “ Participant ” means each full-time employee of a Company who is recommended to the Compensation Committee
by the Chief Executive Officer for participation in the Plan and whose participation in the Plan has been approved by
the Compensation Committee as provided in Article Three and who continues to remain employed by a Company
either up through a Change in Control or up to a termination of employment that qualifies as a Pre-CIC Termination,
except as otherwise removed from Participation pursuant to Article Three.
CIC Severance Plan
Revision Date: 11.6.15 8