Sprint - Nextel 2011 Annual Report Download - page 271

(ddd) “Subsidiary” (effective December 8, 2010) means (i) any individual, corporation, partnership, association, joint-stock
company, trust, incorporated organization or government or political subdivision thereof, that directly, or through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Corporation, or (ii) any entity in which the Corporation has a significant
equity interest, as determined by the Compensation Committee. “Subsidiary” (prior to December 8, 2010) means a corporation, company or
other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other
managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or
unincorporated association), but more than 50% of whose ownership interest representing the right generally to make decisions for such other
entity is, now or hereafter, owned or controlled, directly or indirectly, by the Corporation, except that for purposes of determining whether
any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the
Corporation owns or controls, directly or indirectly, more than 50% of the total combined voting power represented by all classes of stock
issued by such corporation at the time of grant.
(eee) “Substitute Awards” means Awards that are granted in assumption of, or in substitution or exchange for, outstanding
awards previously granted by an entity acquired directly or indirectly by the Corporation or with which the Corporation directly or indirectly
combines.
(fff) “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in
tandem with an Option Right.
(ggg) “Ten Percent Stockholder” shall mean any Participant who owns more than 10% of the combined voting power of all
classes of stock of the Corporation, within the meaning of Section 422 of the Code.
(hhh) “Termination Date,” for purposes of this Plan, except as may be otherwise prescribed by the Compensation Committee
or an Authorized Officer in an Evidence of Award, shall mean (i) with respect to any Employee, the date on which the Employee ceases to be
employed by an Employer, or (ii) with respect to any Participant who is not an Employee, the date on which such Participant’s provision of
services to the Corporation or any one or more of its Subsidiaries ends.
(iii) “Voting Stock” means securities entitled to vote generally in the election of Directors.
3. Shares Subject to this Plan.
(a) Maximum Shares Available Under Plan.
(i) Subject to adjustment as provided in Section 12 of this Plan, the maximum aggregate number of shares of
Common Stock that may be issued or delivered under the Plan is 34,500,000 shares of Common Stock plus the shares of
Common Stock available under the Sprint 1997 Plan as of April 15, 2007 and the Nextel Plan as of the Effective Date. Any
shares of Common Stock underlying
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