Sprint - Nextel 2011 Annual Report Download - page 273

(iii) Shares of Common Stock that are tendered, whether by physical delivery or by attestation, to the Corporation by
a Participant or withheld from the Award by the Corporation as full or partial payment of the exercise or purchase price of any
Award or in payment of any applicable withholding for Federal, state, city, local or foreign taxes incurred in connection with
the exercise, vesting or earning of any Award under the Plan or under the Predecessor Plans will not become available for
future grants under the Plan. With respect to an Appreciation Right, when such Appreciation Right is exercised and settled in
shares of Common Stock, the shares of Common Stock subject to such Appreciation Right shall be counted against the shares
of Common Stock available for issuance under the Plan as one share of Common Stock for every one share of Common Stock
subject thereto, regardless of the number of shares of Common Stock used to settle the Appreciation Right upon exercise.
(b) Life-of-Plan Limits. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to
adjustment pursuant to Section 12 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the
Corporation upon the exercise of Incentive Stock Options shall not exceed 150,000,000.
(c) Individual Participant Limits. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and
subject to adjustment pursuant to Section 12 of this Plan:
(i) No Participant shall be granted Option Rights or Appreciation Rights or other awards granted pursuant to Section
10 of this Plan with rights which are substantially similar to Option Rights or Appreciation Rights, in the aggregate, for more
than 5,000,000 shares of Common Stock during any calendar year.
(ii) For grants of Qualified Performance-Based Awards, no Participant shall be granted Restricted Stock, Restricted
Stock Units, Performance Shares or other awards granted pursuant to Section 10 of this Plan with rights which are substantially
similar to Performance Shares, in the aggregate, for more than 2,500,000 shares of Common Stock during any calendar year.
(iii) For grants of Qualified Performance-Based Awards, no Participant shall be granted Performance Units or other
awards granted pursuant to Section 10 of this Plan with rights which are substantially similar to Performance Units, in the
aggregate, for more than $7,500,000 during any calendar year.
(d) Substitute Awards. Any Substitute Awards granted by the Corporation shall not reduce the shares of Common Stock
available for Awards under the Plan and will not count against the limits specified in Section 3(c) above.
4. Option Rights. The Compensation Committee or, in accordance with Section 11(d), an Authorized Officer may, from time to
time and upon such terms and conditions as it or
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