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Executive Deferred Compensation Plan

Executive Compensation Plan Agreement

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Title: Executive Deferred Compensation Plan
Governing Law: Kansas     Date: 2/27/2009
Industry: Communications Services     Sector: Services

Executive Deferred Compensation Plan, Parties:
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Exhibit 10.35

Executive Deferred Compensation Plan

(as amended and restated effective January 1, 2008)

ARTICLE I

PURPOSE

The purpose of the Sprint Nextel Corporation Executive Deferred Compensation Plan (hereinafter referred to as the “Plan”) is to provide funds for retirement or death for executive employees (and their Beneficiaries) of Sprint Nextel Corporation and its subsidiaries. It is intended that the Plan will aid in retaining and attracting employees of exceptional ability by providing such employees with a means to supplement their standard of living at retirement. The Plan, as amended, restated and renamed and as set forth herein, shall be effective as of January 1, 2008 for the purpose of permitting deferrals of compensation earned and vested after December 31, 2004 and any amounts credited thereon, including pursuant to paragraphs 6.3 or 6.4. All amounts deferred under the Plan prior to January 1, 2005, that were earned and vested prior to January 1, 2005, and any amounts credited thereon (including pursuant to paragraphs 6.3 or 6.4), shall be governed by the terms of the Plan as in effect on October 3, 2004 and as subsequently amended on October 11, 2004. Amendments made effective October 11, 2004 were to change the Plan Year to the calendar year beginning in 2006 and to require deferral elections to be made before the beginning of the Plan Year, and these amendments did not result in a material modification of the Plan as in effect on October 3, 2004. Nothing in this amended, restated and renamed Plan document shall affect deferred amounts under the Plan that were earned and vested prior to January 1, 2005 and any amounts credited thereon. It is intended that all amounts deferred under the Plan that were earned and vested prior to January 1, 2005, and any amounts credited thereon, shall be grandfathered from the application of Internal Revenue Code Section 409A. The determination of whether amounts deferred under the Plan, or any amounts credited thereon, were earned and vested prior to January 1, 2005 shall be made in accordance with Internal Revenue Code Section 409A and the guidance and Treasury regulations issued thereunder.

ARTICLE II

DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1 Account Transfer Request . “Account Transfer Request” means a written notice, in a form prescribed by the Company, by a Participant to transfer all or any portion of one Deferred Benefit Account to another Deferred Benefit Account as provided for in paragraph 6.6.

EDCP 11.04.08


2.2 Amendment of Payment Election Form . “Amendment of Payment Election Form” means a written notice, in a form prescribed by the Company, filed with the Company by a Participant to change the manner in which such Participant’s Deferral Benefits are to be paid.

2.3 Beneficiary . “Beneficiary” means the person, persons or entity designated by the Participant, or as provided in Article VIII, to receive any benefits payable under the Plan. Any Participant Beneficiary Designation shall be made in a written instrument filed with the Company and shall become effective only when received, accepted and acknowledged in writing by the Company.

2.4 Board . “Board” means the Board of Directors of the Company.

2.5 Committee . “Committee” means the Employee Benefits Committee of Sprint Nextel, as appointed by management of Sprint Nextel.

2.6 Company . “Company” means Sprint Nextel Corporation, or any successor thereto.

2.7 Compensation . “Compensation” means (i) Base Salary earned during the Plan Year, and (ii) Annual Incentive Compensation and Long-Term Incentive Compensation payable to a Participant with respect to a performance period beginning during the Plan Year, other than a distribution under this Plan.

 

(a)

Annual Incentive Compensation . “Annual Incentive Compensation” means any cash incentive compensation earned by a Participant over a period of one year or less.

 

(b)

Base Salary . “Base Salary” means all regular cash remuneration for services, other than such items as Annual Incentive Compensation, payable by the Employer to a Participant in cash, but before reduction for amounts deferred pursuant to this Plan or any other Plan of the Employer.

 

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(c)

Long-Term Incentive Compensation . “Long-Term Incentive Compensation” means cash incentive compensation, if any, earned by a Participant over a period of more than one year.

2.8 Deferral Benefit . “Deferral Benefit” means the benefit payable to a Participant or the Participant’s Beneficiary at the time and in the form provided, and as calculated, in Article VII hereof.

2.9 Deferred Benefit Account . “Deferred Benefit Account” means the accounts maintained on the books of account of the Employer for each Participant pursuant to Article VI. Separate Deferred Benefit Accounts shall be maintained for each Participant to reflect (a) separate deferral elections and (b) Account A and Account B elections.

A Participant’s Deferred Benefit Accounts shall be used solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan. A Participant’s Deferred Benefit Account shall not constitute or be treated as a trust fund of any kind. Unless the context requires otherwise, “Deferred Benefit Account” shall mean the aggregate balance of all accounts of a Participant.

2.10 Determination Date . “Determination Date” means the date on which the amount of a Participant’s Deferred Benefit Account is determined as provided in Article VI hereof. The last day of each calendar month shall be a Determination Date.

2.11 Disability . “Disability” or “Disabled Participant” means a physical or mental condition of a Participant resulting in a determination of disability for purposes of receiving benefits under the Employer’s Long-Term Disability Insurance Plan.

2.12 Employer . Except as otherwise provided in paragraph 7.1, “Employer” means Sprint Nextel Corporation and, unless specifically excluded from participation by the Committee, any affiliate with which Sprint Nextel Corporation would be considered a single employer under Internal Revenue Code Section 414(b) or 414(c), provided that in applying Internal Revenue Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Internal Revenue Code Section 414(b), the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Internal Revenue Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation

 

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Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Internal Revenue Code Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2.

2.13 Internal Revenue Code . “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended or supplemented from time to time. References to any section of the Internal Revenue Code shall be to that section as it is renumbered, amended, supplemented or re-enacted.

2.14 Interest Yield . “Interest Yield” means with respect to any calendar month the greater of (i) the prime rate in effect at Citibank, N.A. at the opening of business on the first business day of the month, or if said bank, for any reason, no longer publishes its prime rate, the prime rate similarly determined of another major bank selected by the Company and (ii) six percent per annum.

2.15 Participant . “Participant” means any individual who is designated by the Company in accordance with paragraph 4.1 to participate in this Plan and who elects to participate by filing a Participation Agreement as provided in Article IV.

2.16 Participation Agreement . “Participation Agreement” means the agreement, in a form prescribed by the Company, filed with the Company by a Participant before the beginning of the period in which the Participant’s Compensation is to be deferred pursuant to the Plan and the Participation Agreement. A new Participation Agreement shall be filed by the Participant for each separate Base Salary deferral election and for each Annual Incentive Compensation deferral election and, if applicable, each Long-Term Incentive Compensation deferral election not accompanying a Base Salary deferral election.

2.17 Plan . “Plan” means the Sprint Nextel Corporation Executive Deferred Compensation Plan as set forth in this document, effective for amounts earned and vested after December 31, 2004. The Plan was previously known as the Sprint Corporation Executive Deferred Compensation Plan.

 

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2.18 Plan Administrator . “Plan Administrator” means the person appointed by the Company to represent the Company in the administration of this Plan.

2.19 Plan Year . “Plan Year” means a twelve month period commencing January 1 of a year and ending on December 31 of the same year.

2.20 Retirement Plan . “Retirement Plan” means the Sprint Retirement Pension Plan, as amended from time to time.

2.21 Separation from Service . “Separation from Service” has the same meaning as described under Internal Revenue Code Section 409A and the guidance and Treasury regulations issued thereunder. Except as otherwise required to comply with Internal Revenue Code Section 409A, an employee shall be considered not to have had a Separation from Service where the level of bona fide services performed continues at a level that is at least 21 percent or more of the average level of service performed by the employee during the immediately preceding 36-month period (or if providing services for less than 36 months, such lesser period) after taking into account any services that the employee provided prior to such date or that the Company and the Participant reasonably anticipate the employee may provide (whether as an employee or independent contractor) after such date. For purposes of the determination of whether a Participant has had a “separation from service” as described under Internal Revenue Code Section 409A and the guidance and Treasury regulations issued thereunder, the terms “Employer,” “employer” and “service recipient” mean Sprint Nextel Corporation and any affiliate with which Sprint Nextel Corporation would be considered a single employer under Internal Revenue Code Section 414(b) or 414(c), provided that in applying Internal Revenue Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Internal Revenue Code Section 414(b), the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Internal Revenue Code Sections 1563(a)(1), (2), and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Internal Revenue Code Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2.

 

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2.22 Share Unit . “Share Unit” means a measure of participation under the Plan having a value based on the market value of one share of Series 1, common stock of the Company.

2.23 Spouse . “Spouse” means a Participant’s wife or husband who was lawfully married to the Participant at the time when the determination is relevant.

2.24 Sprint Insider . “Sprint Insider” means, as of any time when the determination thereof is relevant, any Participant subject to liability under Section 16 of the Securities Exchange Act of 1934 with respect to trading in the equity securities of the Company.

ARTICLE III

ADMINISTRATION

3.1 Plan Administrator; Company and Committee; Duties . This Plan shall be administered by the Committee. The Committee may be a consolidated Committee administering other benefit plans of the Company in addition to this Plan. The Committee shall have the authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with the Plan. The Committee may appoint a Benefit Administrative Committee and a Plan Administrator. The Committee may delegate its duties for the day-to-day operations of the Plan to the Plan Administrator and other duties to the Benefit Administrative Committee. Members of the Committee, the Benefit Administrative Committee and the Plan Administrator may be Participants under this Plan.

3.2 Claim for Benefits . Any claim for benefits under this Plan shall be made in writing to the Plan Administrator. If a claim for benefits is wholly or partially denied, the Plan Administrator shall so notify the Participant or Beneficiary within 90 days after receipt of the claim. The notice of denial shall be written in a manner calculated to be understood by the Participant or Beneficiary and shall contain (a) the specific reason or reasons for denial of the claim, (b) specific references to the pertinent Plan provisions upon which the denial is based, (c) a description of any additional material or information necessary to perfect the claim together with an explanation of why such material or information is necessary and (d) an explanation of the claims review procedure. The decision or action of the Plan

 

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Administrator shall be final, conclusive and binding on all persons having any interest in the Plan, unless a written appeal is filed as provided in paragraph 3.3.

3.3 Review of Claim . Within 60 days after the receipt by the Participant or Beneficiary of notice of denial of a claim, the Participant or Beneficiary may (a) file a request with the Benefits Administrative Committee that it conduct a full and fair review of the denial of the claim, (b) review pertinent documents and (c) submit questions and comments to the Committee in writing.

3.4 Decision After Review . Within 60 days after the receipt of a request for review under paragraph 3.3, the Benefits Administrative Committee shall deliver to the Participant or Beneficiary a written decision with respect to the claim, except that if there are special circumstances (such as the need to hold a hearing) which require more time for processing, the 60-day period shall be extended to 120 days upon notice to the Participant or Beneficiary to that effect. The decision shall be written in a manner calculated to be understood by the Participant or Beneficiary and shall (a) include the specific reason or reasons for the decision and (b) contain a specific reference to the pertinent Plan provisions upon which the decision is based.

ARTICLE IV

PARTICIPATION

4.1 Participation . Participation in the Plan shall be limited to executives having a job grade level of E14 or above, or any other employees designated by the Committee, who elect to participate in the Plan by filing a Participation Agreement with the Company. Participation Agreements must be received by the Company by the last day of the calendar year immediately preceding the Plan Year in which the Participation Agreement is to first take effect, and the election to participate shall be effective on the first day of the Plan Year following receipt by the Company of a properly completed and executed Participation Agreement.

4.2 Minimum and Maximum Deferral and Length of Participation . A Participant may elect in any Participation Agreement to defer a portion of the Participant’s Compensation. Compensation deferred under a Participation Agreement shall be distributed upon Separation from Service in accordance with paragraph 7.1 unless the Participant elects in such

 

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Participation Agreement to defer distribution until the later of Separation from Service or attainment of a specified age. The minimum and maximum amounts that may be deferred under any single Participation Agreement shall be in $100 units and shall be as follows:

 

 

  

Minimum Deferral

  

Maximum Deferral

With respect to Base Salary Deferrals

  

$300 per month

  

50% of Base Salary

With respect to Annual Incentive Compensation

  

25% of Annual Incentive Compensation

  

100% o


 
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