Sprint - Nextel 2011 Annual Report Download - page 282

(b) Each grant of Appreciation Rights pursuant to this Section 9 will be upon terms and conditions consistent with Section 5
of this Plan.
(c) Each grant or sale of Restricted Stock pursuant to this Section 9 will be upon terms and conditions consistent with Section
6 of this Plan.
(d) Each grant or sale of Restricted Stock Units pursuant to this Section 9 will be upon terms and conditions consistent with
Section 7 of this Plan.
(e) Non-Employee Directors may be granted, sold, or awarded other awards contemplated by Section 10 of this Plan.
(f) If a Non-Employee Director subsequently becomes an Employee of the Corporation or a Subsidiary while remaining a
member of the Board, any Award held under this Plan by such individual at the time of such commencement of employment will not be
affected thereby.
(g) Non-Employee Directors, pursuant to this Section 9, may be awarded, or may be permitted to elect to receive, pursuant to
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rocedures established by the Board or a committee of the Board, all or any portion of their annual retainer, meeting fees or other fees in
shares of Common Stock, Restricted Stock, Restricted Stock Units or other Awards contemplated by Section 10 of this Plan in lieu of cash.
Any such election shall comply with Section 409A of the Code, if applicable. The election, if subject to Section 409A of the Code, (i) shall
apply to the annual retainer, meeting fees, or other fees earned during the period to which it pertains (the “Plan Year”), (ii) must be received
in writing by the administrator of the Plan by the established enrollment deadline of any Plan Year, which must be no later than the last
business day of the calendar year immediately preceding the calendar year in which that Plan Year commences, in order to cause that Plan
Year’s annual retainer, meeting fees, or other fees to be subject to the provision of this Plan, and (iii) must specify the form of distribution (in
shares of Common Stock, Restricted Stock, Restricted Stock Units, or other Awards contemplated by Section 10 of the Plan in lieu of cash) to
the Non-Employee Director. Any such election is irrevocable on the last day set by the administrator for making elections.
(h) Non-Employee Directors may under policies approved from time to time by the Board or a committee of the Board, elect
to defer their annual retainer, meeting fees or other fees and, in which case, the shares of Common Stock purchased under Section 9(g) will be
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ayable to a trust. The election: (i) shall apply to the annual retainer and fees earned during the period to which it pertains (the “Plan Year”)
and shall specify the applicable percentage of such annual retainer and fees that such Non-Employee Director wishes to direct to the trust,
(ii) must be received in writing by the administrator of the Plan by the established enrollment deadline of any Plan Year which must be no
later than the last business day of the calendar year immediately preceding the calendar year in which that Plan Year commences, in order to
cause that Plan Year’s annual retainer and fees to be subject to the provisions of this Plan, and (iii) must specify the time and manner of the
distribution of the shares of Common Stock to the Non-Employee Director. Any such election is irrevocable on the last day set by the
administrator for making elections. The shares of Common Stock covered by this election will be issued in the name of the trustee of the trust
for the benefit of the Non-Employee Director; provided, however, that
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