Sprint - Nextel 2011 Annual Report Download - page 268

shall be indicated in the applicable Evidence of Award. With respect to any grant under the Plan, if the Compensation Committee determines
that a change in the business, operations, corporate structure or capital structure of the Corporation, or the manner in which it conducts its
business, or other events or circumstances render the Management Objectives unsuitable, the Compensation Committee may in its discretion
modify such Management Objectives or the related minimum acceptable level or levels of achievement, in whole or in part, as the
Compensation Committee deems appropriate and equitable, except in the case of a Qualified Performance-Based Award when such action
would result in the loss of the otherwise available exemption of such Award under Section 162(m) of the Code. In such case, the
Compensation Committee will not make any modification of the Management Objectives or the minimum acceptable level or levels of
achievement with respect to such Qualified Performance-Based Award.
(ee) “Market Value Per Share” means, as of any particular date the closing sale price of the Common Stock as reported on
the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the
Common Stock is listed. If the Common Stock is not traded as of any given date, the Market Value Per Share means the closing price for the
Common Stock on the principal exchange on which the Common Stock is traded for the immediately preceding date on which the Common
Stock was traded. If there is no regular public trading market for such Common Stock, the Market Value Per Share of the Common Stock
shall be the fair market value of the Common Stock as determined in good faith by the Board. The Board is authorized to adopt another fair
market value pricing method, provided such method is stated in the Evidence of Award, and is in compliance with the fair market value
p
ricing rules set forth in Section 409A of the Code.
(ff) “Nextel Plan” means the Nextel Communications, Inc. Amended and Restated Incentive Equity Plan.
(gg) “Non-Employee Director” means a member of the Board who is not an Employee.
(hh) “Non-Qualified Options” means Option Rights that are not intended to qualify as “incentive stock options” under
Section 422 of the Code.
(ii) “Normal Retirement” means, with respect to any Employee, termination of employment (other than termination for
Cause or due to death or Disability) at or after age 65. For purposes of paying an amount that is subject to Section 409A of the Code at a time
that references Normal Retirement, Normal Retirement shall mean Separation from Service at or after age 65.
(jj) “Optionee” means the Participant named in an Evidence of Award evidencing an outstanding Option Right.
(kk) “Option Price” means the purchase price payable on exercise of an Option Right.
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