Sprint - Nextel 2011 Annual Report Download - page 260

SPRINT NEXTEL CORPORATION
2007 OMNIBUS INCENTIVE PLAN
1. Purpose. The purpose of this 2007 Omnibus Incentive Plan is to attract and retain directors, officers, other employees and
consultants of Sprint Nextel Corporation and its Subsidiaries and to motivate and provide to such persons incentives and rewards for superior
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erformance.
2. Definitions. As used in this Plan:
(a) “Appreciation Right” means a right granted pursuant to Section 5 of this Plan and will include both Free-Standing
Appreciation Rights and Tandem Appreciation Rights.
(b) “Authorized Officer” has the meaning specified in Section 11(d) of the Plan.
(c) “Award” means a grant of Option Rights, Appreciation Rights, Performance Shares or Performance Units, or a grant or
sale of Restricted Stock, Restricted Stock Units or other awards contemplated by Section 10 of the Plan.
(d) “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing
Appreciation Right or a Tandem Appreciation Right.
(e) “Board” means the Board of Directors of the Corporation and, to the extent of any delegation by the Board to a
committee (or subcommittee thereof) pursuant to Section 11 of this Plan, such committee (or subcommittee).
(f) “Business Transaction” has the meaning set forth in Section 2(h)(ii).
(g) “Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in (i) the
employment agreement, if any, between the Participant and an Employer, or (ii) during the CIC Severance Protection Period (as defined in the
CIC Severance Plan), the CIC Severance Plan, if the Participant is a participant in such plan. If the Participant is not a party to an employment
agreement with an Employer in which such term is defined, or if during the CIC Severance Protection Period, the Participant is not a
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articipant in the CIC Severance Plan, then unless otherwise defined in the applicable Evidence of Award, “Cause” shall mean:
(i) the intentional engagement in any acts or omissions constituting dishonesty, breach of a fiduciary obligation,
wrongdoing or misfeasance, in each case, in connection with a Participant’s duties or otherwise during the course of a
Participant’s employment with an Employer;
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