RESIDENCE, WHICH, THE
PARTIES ACKNOWLEDGE, CONSTITUTES A MATERIAL CHANGE IN GEOGRAPHIC LOCATION UNDER
SECTION 409A OF THE CODE, OR (C) THE FAILURE OF THE COMPANY TO CONTINUE IN
EFFECT ANY OF THE COMPANY'S ANNUAL AND LONG-TERM INCENTIVE COMPENSATION PLANS OR
EMPLOYEE BENEFIT OR RETIREMENT PLANS, POLICIES, PRACTICES, OR OTHER COMPENSATION
ARRANGEMENTS IN WHICH EXECUTIVE PARTICIPATES (OTHER THAN EQUITY-BASED
COMPENSATION ARRANGEMENTS) AND SUCH FAILURE RESULTS IN A MATERIAL NEGATIVE
CHANGE TO EXECUTIVE, UNLESS SUCH FAILURE TO CONTINUE THE PLAN, POLICY, PRACTICE
OR ARRANGEMENT (I) IS REQUIRED BY LAW, OR (II) PERTAINS TO ALL PLAN PARTICIPANTS
GENERALLY AND THE LOST VALUE IS BEING REPLACED BY A NEW PLAN, POLICY, PRACTICE
OR ARRANGEMENT OF REASONABLY EQUIVALENT VALUE. FOR PURPOSES OF THE FOREGOING,
THERE SHALL BE DEEMED TO BE A MATERIAL DIMINUTION OR REDUCTION IN EXECUTIVE'S
OFFICE OR RESPONSIBILITIES OR A MATERIAL ADVERSE CHANGE IN EXECUTIVE'S REPORTING
RESPONSIBILITIES IF EXECUTIVE CEASES TO REPORT TO, AND SERVE ON, THE BOARD OR,
IN THE EVENT OF A CHANGE IN CONTROL BY REASON OF A TRANSACTION WITH ANY SPRINT
PCS AFFILIATE AND ITS AFFILIATES (AS THOSE ENTITIES ARE DEFINED IN THE
INDENTURE), THE BOARD OF DIRECTORS (OR COMPARABLE GOVERNING BODY) OF THE
ULTIMATE PARENT IN THE CHAIN OF COMPANIES WHICH INCLUDES THE COMPANY.
NOTWITHSTANDING THE FOREGOING, EXECUTIVE'S TERMINATION OF EMPLOYMENT SHALL NOT
BE ON ACCOUNT OF GOOD REASON UNLESS EXECUTIVE PROVIDES NOTICE TO THE COMPANY OF
THE EXISTENCE OF THE CONDITION CONSTITUTING "GOOD REASON" PURSUANT TO THIS
SECTION 2 WITHIN 90 DAYS AFTER THE INITIAL EXISTENCE OF THE CONDITION, AND THE
COMPANY FAILS TO REMEDY SUCH CONDITION WITHIN 30 DAYS AFTER SUCH NOTICE AND
EXECUTIVE TERMINATES HIS EMPLOYMENT WITHIN 180 DAYS AFTER THE INITIAL OCCURRENCE
OF SUCH CONDITION.
3.
EXERCISABILITY OF STOCK OPTIONS.
WITH
RESPECT TO TERMINATIONS TO WHICH THIS EXHIBIT A APPLY, THE PARENT AGREES THAT
FOR PURPOSES OF DETERMINING THE EXERCISABILITY OF EXECUTIVE'S STOCK OPTIONS
UNDER THE INCENTIVE PLAN OUTSTANDING ON THE TERMINATION DATE, SUBJECT TO THE
TERMS OF THE INCENTIVE PLAN AND THE OPTION AGREEMENTS THEREUNDER, OPTIONS SHALL
REMAIN EXERCISABLE THROUGH THE FIFTH ANNIVERSARY OF THE CHANGE IN CONTROL EVENT,
THE PARENT AGREES TO TAKE ANY AND ALL ACTIONS NECESSARY, IF ANY, TO ENSURE THAT
THE INCENTIVE PLAN REFLECTS THE FOREGOING AND THE PARENT AGREES THAT EACH OPTION
AGREEMENT EVIDENCING THE OPTIONS OUTSTANDING UNDER THE INCENTIVE PLAN SHALL
REFLECT THE FOREGOING.
NOTHING IN THIS SECTION 3 SHALL BE DEEMED TO EXTEND THE
EXPIRATION DATE OF ANY STOCK OPTION GRANTED UNDER THE INCENTIVE PLAN PAST THE
ORIGINAL EXPIRATION DATE OF SUCH OPTION AS DETERMINED AT THE TIME OF GRANT.
4.
NONCOMPETITION.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 7 OF THE AGREEMENT TO THE CONTRARY, IF THE PROVISIONS OF
THIS EXHIBIT A APPLY, FOR PERIODS AFTER EXECUTIVE'S TERMINATION DATE, THE
RESTRICTED BUSINESS AND THE RESTRICTED TERRITORY (AS DEFINED IN SECTION 7 OF THE
AGREEMENT) SHALL BE DETERMINED AS OF THE DATE IMMEDIATELY PRECEDING THE
EFFECTIVE DATE OF THE CHANGE IN CONTROL.
A-3
EXHIBIT B
GROSS-UP PAYMENT
Subject to the provisions of this Exhibit B, Executive shall